resintech berhad - malaysiastock.biz...2019/07/31 · accountants (mia). he has many years of...

ANNUAL REPORT 2019

RE

SIN

TE

CH

BE

RH

AD

(341662-X) • A

NN

UA

L RE

PO

RT

2019

Resintech Berhad (341662-X)

Lot 3 & 5, Jalan Waja 14Kawasan Perindustrian Telok Panglima Garang42500 Telok Panglima GarangSelangor Darul Ehsan, MalaysiaTel: 603-3122 2422/2428Fax: 603-3122 2411Email: [email protected]

www.resintechmalaysia.my

02 Corporate Information

03 Corporate Structure

04 Directors’ Profile

07 Chairman’s Statement

10Management’s Discussion & Analysis

12Group Financial Highlights

CONTENTS13

Sustainability Report

32Audit Committee Report

35Corporate Governance Overview Statement

49Statement on Risk Management

and Internal Control

53Directors’ Responsibilities Statement

54Additional Compliance Information

55Financial Statements

168List of Properties

172Analysis of Shareholdings

174Notice of Annual General Meeting

EnclosedForm of Proxy

24th AGM

Date : 30 August 2019

Time : 9:00 a.m.

Venue : Concorde Hotel Shah Alam, Gallery 1 Level 3, No. 3, Jalan Tengku Ampuan Zabedah 40100 Shah Alam, Selangor Darul Ehsan

Resintech Berhad (341662-X)2

CORPORATE INFORMATION

BOARD OF DIRECTORS

Datuk Hj. Abdul Fatah Bin Hj. Iskandar Chairman/Senior Independent Non-Executive Director

Dato’ Dr. Teh Kim Poo Managing Director

Datin Gan Jew Executive Director

Teh Leng Kang Executive Director

Wei Hwei Hong Executive Director

Khairul Anuar Bin Shaharudin Independent Non-Executive Director

Kok Wee Wah Independent Non-Executive Director

Dato’ Hj. Razif Ratha Bin Abdullah Independent Non-Executive Director

AUDIT COMMITTEE

Kok Wee Wah (Chairman)Khairul Anuar Bin Shaharudin Datuk Hj. Abdul Fatah Bin Hj. Iskandar

NOMINATION COMMITTEEDatuk Hj. Abdul Fatah Bin Hj. Iskandar (Chairman)Khairul Anuar Bin Shaharudin Kok Wee Wah

REMUNERATION COMMITTEEKok Wee Wah (Chairman)Khairul Anuar Bin ShaharudinDato’ Hj. Razif Ratha Bin Abdullah

RISK MANAGEMENT COMMITTEEKok Wee Wah (Chairman)Dato’ Hj. Razif Ratha Bin AbdullahKhairul Anuar Bin Shaharudin

COMPANY SECRETARIESTan Kok Siong (LS 0009932) Tan Bee Hwa (MAICSA 7058049)

REGISTERED OFFICELot 3 & 5, Jalan Waja 14Kawasan Perindustrian Telok Panglima Garang42500 Telok Panglima GarangSelangor Darul Ehsan Tel : 03-3122 2422 Fax : 03-3122 2411

WEBSITE & EMAILhttp://www.resintechmalaysia.my/email: [email protected]

CORPORATE OFFICELot 3 & 5, Jalan Waja 14Kawasan Perindustrian Telok Panglima Garang 42500 Telok Panglima Garang Selangor Darul EhsanTel : 03-3122 2422 Fax : 03-3122 2411

AUDITORSCrowe Malaysia PLTChartered AccountantsLevel 16, Tower CMegan Avenue 2No. 12, Jalan Yap Kwan Seng50450 Kuala Lumpur

SHARE REGISTRARBoardroom Share Registrars Sdn. Bhd.(formerly known as Symphony Share Registrars Sdn. Bhd.)Level 6, Symphony HouseBlock D13, Pusat Dagangan Dana 1Jalan PJU 1A/4647301 Petaling JayaSelangor Darul EhsanTel : 03-7841 8000 Fax : 03-7841 8008

PRINCIPAL BANKERSHong Leong Bank BerhadNo. 90 Jalan Persiaran Raja Muda Musa 42000 Port Klang Selangor Darul Ehsan

United Overseas Bank (Malaysia) Berhad80-84 Jalan 3/6DMedan Putra Business CentreSri Manjalara Off Jalan Damansara52200 Kuala Lumpur

CIMB Bank Malaysia BerhadNo. 22A Lorong Batu Nilam 4BBandar Bukit Tinggi41200 KlangSelangor Darul Ehsan

Al Rajhi Banking & InvestmentCorporation (Malaysia) BerhadGround Floor, Wisma Kien TatNo. 1 & 3, Jalan Miri, Off Jalan Raja Bot41000 Klang Selangor Darul Ehsan

STOCK EXCHANGE LISTINGMain Market of Bursa Malaysia Securities BerhadStock Name : RESINTC Stock Code : 7232

Annual Report 2019 3

CORPORATE STRUCTURE

Resintech Plastics (M)

Sdn Bhd

Resintech-Kapar Sdn Bhd

PT ResintechIndomas

Resintech(Sabah)Sdn Bhd

Vision MouldSpecialist (M) Sdn Bhd

ResintechEngineeringSdn Bhd

RT WaterTechnologySdn Bhd

ResintechProductsMarketingSdn Bhd

Exact LinkSdn Bhd

Sarpino’s (M) Sdn Bhd

Sarpino’s Pizzeria (Cambodia) Co. Ltd

100% 100% 100% 100% 100%Resintech Plastics (Sarawak) Sdn Bhd

[formerly known as Resintech Biowood (Malaysia) Sdn Bhd]

60%

100%

100%

100%

100%

100%

100%


DIRECTORS’PROFILE

1

4

2

3

Y. Bhg. Datuk Hj. Abdul Fatah Bin Hj. IskandarChairman / Senior Independent Non-Executive DirectorMalaysian / Male / Age 63

Y. Bhg. Datuk Hj. Abdul Fatah Bin Hj. Iskandar was appointed to the Board on 30 August 2017. He is also the Chairman of the Nomination Committee and a member of the Audit Committee. Datuk Hj. Abdul Fatah started his career as teacher in Maktab Perguruan Bahasa in 1978 after obtained his Diploma from Maktab Perguruan Bahasa. He also served as an Executive of Councillor of Selangor’s State in 1995. In 2015, he served as Special Officer to Minister of Home Affairs and within the same year he was appointed as Political Secretary to Deputy Prime Minister.

He does not hold any directorship in other public companies and listed issuers in Malaysia.

Y. Bhg. Dato’ Hj. Razif Ratha Bin AbdullahIndependent Non-Executive DirectorMalaysian / Male / Age 63

Y. Bhg. Dato’ Hj. Razif Ratha Bin Abdullah was appointed to the Board on 6 July 2018. He is a member of Remuneration Committee and Risk Management Committee. He graduated in BA (Hons) of Economics from University Malaya in 1980 and LLB (Hons) from University of London in 1994. He also possesses a Diploma in Islamic Studies, International Islamic University Malaysia and Certificate in Legal Practice (CLP). His immediate past appointment was Deputy State Director of Customs Malaysia. He provides professional consultation and advice to the Company on tax, which he is able to leverage his experience of over thirty five (35) years in the industry.


Y. Bhg. Dato’ Dr. Teh Kim PooManaging DirectorMalaysian / Male / Age 68

Y. Bhg. Dato’ Dr. Teh Kim Poo is the founder and Managing Director of the Company, was appointed to the Board on 24 April 1995. Dato’ Dr. Teh obtained a PhD in Total Quality Management (TQM) from Newport University USA in 2002. He also possesses a Diploma in Accounting (LCCI), Post Graduate Diploma in Marketing (CIM, UK) and Master in Business Administration in Marketing from University of Hull, UK. He is also a chartered marketer of the Chartered Institute of Marketing (CIM, UK). Dato’ Dr. Teh possesses in-depth knowledge and vast experience in the plastics industry and has successfully built up the Group into one of the more prominent plastic pipe manufacturers in Malaysia. As the Managing Director, he is responsible for the overall management and strategic direction of the Group.

Dato’ Dr. Teh was the State Assemblyman of Kawasan Pandamaran Selangor from 2004 to 2008. Dato’ Dr. Teh was also the Port Klang Authority Chairman and Malacca Port Authority Chairman from 2011 to 2014. Dato’ Dr. Teh was appointed as the Port Klang Free Zone Chairman from April 2011 to 2015.


Y. Bhg. Datin Gan JewExecutive DirectorMalaysian / Female / Age 65

Y. Bhg. Datin Gan Jew is the co-founder and Executive Director of the Company, was appointed to the Board on 24 April 1995. She has vast experience in the handling of manufacturing operations of the Group. She is well versed with all the operations on the production floor and her management style encompasses a very hands-on approach. She is also experienced in human resource matters and has been very much involved in the selection and co-ordination of the Group’s employees. She currently oversees the cost savings operations of the Group, a role where she is able to leverage upon her experience of over thirty (30) years in the industry.

She does not hold any directorship in other public companies and listed issuers in Malaysia.


DIRECTORS’PROFILE (CONT’D)

5

6

7

8

Teh Leng KangExecutive DirectorMalaysian / Male / Age 43

Mr Teh Leng Kang was appointed to the Board on 25 July 2006. He graduated from Western Michigan University with a degree in Mechanical Engineering. He joined Resintech Plastics (M) Sdn. Bhd. in 1998. He was in the Production Department during the first two (2) years of his service, where he gained invaluable knowledge and experience in the machineries and production processes. Subsequently, he joined the Group’s Sales and Marketing Department, wherein he expanded his knowledge in our sales and marketing activities. Mr Teh was one of the key persons involved in the launching and marketing of the HDPE corrugated sewer pipe in 2000. Over the years, he has continued to play a significant role in the managing production operations and has set his sights now on expanding the Group’s business. He oversees the Group’s entire operation and is also a member of Research & Development team, where he plays an important role in defining the scope of research and its objectives. He was appointed as the Management Representative position of Resintech Plastics (M) Sdn. Bhd.’s ISO Team in 2003. Over the years, he had led the Group in setting up numerous new operations, both locally and overseas.


Khairul Anuar Bin ShaharudinIndependent Non-Executive DirectorMalaysian / Male / Age 45

Encik Khairul Anuar Bin Shaharudin was appointed to the Board on 25 July 2006. He is also a member of the Audit Committee, Nomination Committee, Remuneration Committee and Risk Management Committee. Encik Khairul Anuar obtained a LLB (Hons) from the Universiti Kebangsaan Malaysia in 1998 and was duly admitted as an Advocate and Solicitor to the High Court of Malaya in 1999. He began his career by chambering in Messrs. Azmah & Maishiah from 1998 to 1999. Subsequently, he was made a partner in the legal firms of Messrs. Hanif Hassan & Co and Messrs. Khairul Anuar, Suhaila & Co. in 1999 and 2000 respectively. In 2001, Encik Khairul Anuar was appointed as the Managing Partner in the legal firm of Messrs. Jefrizal & Co. and this was followed by being a Managing Partner in Messrs. Khairul, Suhaila & Hazlina in 2002, a post he holds until now.


Wei Hwei HongExecutive DirectorMalaysian / Female / Age 43

Ms Wei Hwei Hong is an Executive Director and Financial Controller of the Company. She was appointed to the Board on 25 July 2006. She graduated from the University of Sheffield with a Bachelor of Arts (Hons). She is a fellow member of Association of Certified Chartered Accountants (ACCA) and also a member of Malaysia Institute of Accountants (MIA). Ms Wei possesses hands-on audit experience in one of the big four (4) accounting firms for a period of three (3) years, working on a vast array of projects. She joined Resintech Plastics (M) Sdn. Bhd. in May 2003 and currently, is responsible for overseeing the Accounts and Finance Department of the Group.

She does not hold any directorship in other public companies and listed issuers in Malaysia.

Kok Wee WahIndependent Non-Executive Director Malaysian / Male / Age 53

Mr Kok Wee Wah was appointed to the Board on 22 February 2008. He is the Chairman of the Audit Committee, Remuneration Committee, Risk Management Committee and a member of Nomination Committee. Mr Kok is a fellow member of Association of Certified Chartered Accountants (ACCA) and also a member of Malaysia Institute of Accountants (MIA). He has many years of experience in one of the big four (4) accounting firms and has worked in many other industries before he joined Resintech-Kapar Sdn. Bhd. in 2006. Mr Kok resigned as the General Manager of Resintech-Kapar Sdn. Bhd. in February 2008 and took on the position in the Board of Directors as a Non-Independent Non-Executive Director. He was then re-designated an Independent Non-Executive Director on 15 June 2010.



Notes to Directors’ Profile

1. Family Relationships

Save for the following, none of the Directors has any family relationships with any other Directors and/or major shareholders:-

• Dato’ Dr. Teh Kim Poo is the spouse of Datin Gan Jew, a Director and major shareholder of the Company. He is also the father to Mr Teh Leng Kang, a Director of the Company.

• Mr Teh Leng Kang is the spouse of Ms Wei Hwei Hong, a Director of the Company and the son of Dato’ Dr. Teh Kim Poo and Datin Gan Jew.

2. Conflict of Interest

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

3. Conviction of Offences

None of the Directors have been convicted of any offences (other than traffic offences) within the past five (5) years and there was no public sanction or penalty imposed by the relevant regulatory bodies during the financial year 2019.

4. Attendances at Board Meetings

The details of the Directors’ attendance at the board meetings are set out on page 37 of this Annual Report.

5. Directors’ Shareholdings

The details of the Directors’ Shareholdings are set out on page 168 of this Annual Report.

DIRECTORS’PROFILE (CONT’D)


With an overall weak economy during the year under review, Malaysia’s business environment continued to be volatile, with the performance of many companies taking a dip. There are several factors contributing to this phenomenon. Locally, policy transition has seen a weakened consumer sentiment and investor confidence; this is further exacerbated by a lack of new federal government projects and a decrease in investments from China. Internationally, the Brexit impasse and adversely affected Belt and Road initiative in China, as well as the ongoing trade war between the USA and China have also impacted our home ground.

FINANCIAL AND OPERATIONAL HIGHLIGHTS

Amidst this challenging economic climate in the country, Resintech has managed to record a slight increase in our financial performance during the year under review. The Group registered RM84.782 million in the year ended 31 March 2019, compared to RM76.214 million in the previous year. In tandem with this, there was a slight increase in profit before taxation, which was RM5.113 million (2018: RM3.847 million), while profit after taxation was registered at RM3.505

Dear Valued Shareholders,On behalf of the Board of Directors of Resintech Berhad (“Resintech” or “the Group”), I would like to take this opportunity to present to you the Annual Report and Financial Statements of the Group for the financial year ended 31 March 2019.

RM84.782million

RM2.55sen

of revenue

in earnings per share


million (2018: RM1.88 million). Subsequently, we recorded an increase in earnings per share at 2.55 sen (2018: 1.37 sen), shareholders’ equity at RM138.934 million (2018: RM132.756 million) and net assets per share at 91.60 sen (2018: 91.35 sen).

DIVIDENDS

The Group will not be recommending any final dividends for the year under review.

CHAIRMAN’SSTATEMENT


CHAIRMAN’SSTATEMENT (CONT’D)

PROGRESSING CAUTIOUSLY

We envisage that the volatile and demanding business climate will persist in the foreseeable future. Due to the factors mentioned above, many companies have taken on a cautious approach in their business dealings, creating a trickle-down effect that continues to dampen our economy. Despite this, we are confident that optimism will rise within the next year as the country’s policy landscape stabilises amidst expected improvement of the federal fiscal balance sheet following the government’s debt consolidation exercises.

We are heartened by the Malaysian Prime Minister’s announcement in May 2019 that the federal government will write off all state water debts; this will pave the way to facilitate the restructuring and upgrading of the nation’s infrastructure and, consequently, provide a much needed boost to the construction and related industries.

The management and staff of Resintech will continue to do our level best to ensure that we are able to keep enhancing the Group’s performance. Among others, we are placing our focus on building a diversification strategy in our efforts to alleviate any negative impacts that may befall our economy and industry. Subsequently, we hope to be able to yield positive returns from our plantation as well as our market diversification and marketing reformation strategies soon.


THANKS & APPRECIATION

On behalf of the Board of Directors, I would like to thank our valued shareholders for their trust in Resintech all these years. We are also immensely grateful to our customers, financiers, business partners, vendors, government authorities and all other stakeholders, as well as our management and employees who have all diligently contributed to the growth of the company.

I take this opportunity to extend my heartfelt gratitude to my fellow Board members who have generously shared their insights and wise counsel in determining the direction and goals of the Group as we continue to move forward.

With everybody’s continued support and contributions, we hope to propel Resintech to greater heights in coming years.

Thank you!

Datuk Hj. Abdul Fatah Bin Hj. Iskandar Senior Independent Non-Executive Chairman

CHAIRMAN’SSTATEMENT (CONT’D)


GROUP OVERVIEW

Resintech Berhad is a company listed on Bursa Malaysia Securities Berhad in Dec 2006. The Group’s main business is in the manufacturing and trading of a diversified plastics building materials, which accounts to most of its revenues and profits. Earnings from other smaller divisions are insignificant.

FINANCIAL RESULTS

2019 2018 2017 2016 2015 2014

Revenue (RM’000) 84,782 76,214 77,585 77,215 91,927 86,165 Profit before taxation (RM’000) 5,113 3,847 10,257 3,006 9,914 5,792 Finance Costs 1,643 1,325 1,524 1,660 1,918 1,905 Profit attributable to owners of parent 3,505 1,879 8,715 4,330 5,856 4,962 Shareholders’ equity (RM’000) 138,934 132,756 129,397 122,783 122,084 91,415

Total assets (RM’000) 188,462 182,402 171,608 164,769 174,080 139,607

Debt/Equity 19% 19% 14% 18% 20% 30%

Earnings per share (sen) 2.55 1.37 6.35 3.16 4.24 3.62 Dividend per share 2.50 N/A 1.20 2.50 N/A N/A Net assets per share (sen) 101.24 96.76 94.31 89.49 88.98 66.63

MANAGEMENT’SDISCUSSION & ANALYSIS

FINANCIAL POSITIONS

As at 31 March 2019, the Group has trade and other receivables of RM30million, a decrease of 8.3% as compared to RM32.7million as at 31 March 2018 mainly due to lower trade receivables during the financial year end.

As at 31 March 2019, the Group has trade and other payables of RM6.8million, a decrease of 24.4% as compared to RM9million as at 31 March 2018 mainly due to lower trade payables at year end.

The Group maintains group cash management system which enables the funding of operations of the entire Group of Companies. The Group has credit facilities as required in support of manufacturing and trading activities as well as working capital requirements and capital expenditures which is required to sustain and expand our businesses. The Group anticipates sufficient liquidity for the year ahead.


MANAGEMENT’SDISCUSSION & ANALYSIS (CONT’D)

PRICE AND FOREIGN CURRENCY RISK

The inputs of the Group’s manufacturing activities is depending on the price of crude oil as well as the movements in US Dollar. Crude oil price tends to be cyclical and subject to fluctuations. The Group is exposed to foreign currency risk on such transactions and balances that are denominated in US Dollar. Unfavourable fluctuations will affect our cost competitiveness, financial results and financial commitments. The foreign currency risk is partially managed through a natural hedge between the sales and purchases in the same currencies, and remaining being monitored closely on an on-going basis to ensure that the net exposure is at an acceptable level.

DIVIDEND POLICY

The Company does not have a fixed long term dividend policy. In deciding the dividend payout for each year, the Board considers the strength of cash flow from operating activities, the cash outlay commitments and the future plans of the Group. Was declared and paid during the year.

PROSPECT MOVING FORWARD

The Group’s prospects can be found in the Chairman’s Statement.

RM30million

RM6.8million

of trade and other receivables

of trade and other payables


GROUPFINANCIAL HIGHLIGHTS

2019 2018 2017 2016 2015Revenue (RM’000) 84,782 76,214 77,585 77,215 91,927 Profit before taxation (RM’000) 5,113 3,847 10,257 3,006 9,914 Total assets (RM’000) 188,462 182,402 171,608 164,769 174,080 Earnings per share (sen) 2.55 1.37 6.35 3.16 4.24 Shareholders’ equity (RM’000) 138,934 132,756 129,397 122,783 122,084 Net assets per share (sen) 101.24 96.76 94.31 89.49 88.98

20,000

40,000

60,000

80,000

100,000

REVENUE (RM’000)

150,000

180,000

170,000

160,000

190,000

TOTAL ASSETS (RM’000)

2,000

4,000

6,000

8,000

10,000

12,000

PROFIT BEFORE TAXATION (RM’000)

20.00

40.00

60,00

80.00

100.00

120.00

NET ASSETS PER SHARE (SEN)

1

2

3

4

5

6

7

EARNING PER SHARE (SEN)

20,000

40,000

60,000

80,000

100,000

120,000

140,000

SHAREHOLDERS’ EQUITY (RM’000)

2019 2018 2017 2016 2015 2019 2018 2017 2016 2015

2019 20192018 20182017 20172016 20162015 2015

2019 2018 2017 2016 2015 2019 2018 2017 2016 2015


SUSTAINABILITY REPORT

ACCOMPLISHING SUSTAINABIITY QUALITY WITH RESILIENCE

SCOPE

This report encompasses the sustainable development of Resintech Berhad and its subsidiary companies.

REPORTING PERIOD

April 2018 – March 2019

ABOUT THIS REPORT

Our theme “Accomplishing Sustainability Quality with Resilience” highlights our efforts to continuously progress towards a sustainable future with the on-going material and technology advancements in the industry.

Our Sustainability Report (“SR”) focuses on Resintech Berhad’s (“Resintech” or “the Company”) sustainability practices in which we focus and highlight more on the economic, environmental, and social (“EES”) impacts of our activities and initiatives. This year will be our first full disclosure in compliance with Bursa Malaysia Securities Berhad (“Bursa Securities”) requirements, and we are reporting in accordance with the Global Reporting Initiative (“GRI”) Standards for sustainability reporting, prioritizing our focus on reviewing our material issues and mapping out our route forward to embed sustainability throughout our business operations.

Also, throughout this report, we demonstrate our full commitment to integrating sustainability practices and preparing this report in pursuant to Bursa Securities Main Market Listing Requirements, Sustainability Reporting Guide issued by the Exchange and guided with guidelines issued by the GRI.

REPORTING STANDARDS

We have based our reporting approach on the framework and guidance provided by GRI. This report has been prepared in accordance with the “core” option of the GRI Standards. This includes adhering to the GRI Principles for defining report content:

Stakeholder Inclusiveness: Being responsive to stakeholder expectations and interestSustainability Context: Presenting performance in the wider sustainability contextMateriality : Focusing on issues where we can have the greatest impact and that are most important

to our business stakeholdersCompleteness: Including all information that is of significant economic, environmental and social

impact to enable stakeholders to assess the Company’s performance

REPORTING SCOPE AND BOUNDARIES

Resintech’s SR 2019 has been prepared in accordance with the GRI Standards. Our focus for this year is relating to reviewing our material sustainability topics that covers economic, environment and social. The content of this report is based on the material topics that we have identified. Our scope and boundaries cover all our entities and operations in Malaysia. The Company is advised by an external consultant to assist on the sustainability reporting enhancement and to support comprehensive sustainability efforts across the Company moving forward.


SUSTAINABILITY REPORT (CONT’D)

ABOUT RESINTECH

Vision

Resintech is projected to become the manufacturer and marketer with the widest range of plastic pipes and containers in Malaysia.

Mission

Resintech, in its well diversified lines of business, will progress with new opportunities and be the leader in an ever changing market.

We will be driven by our commitment to continuous quality improvement and to meet in all of our customers expectations. We will gain competitive advantage through this, and by building on our existing strengths and developing new competencies. We will be market driven, efficient, excellent and successful. Our success will make Resintech a company that our customers, employees and communities can depend on.

Our Core Value

Customers We place customer care as the top priority.Employees Employee care is at the heart of our business. We nurture our employees through

training and development in the belief that it is only through employee care that we can sustain the quality of our service to customers.

Quality and Excellence Through innovation and use of advanced technology we strive to maintain the highest standard of consistently throughout our wide range of products. Every task can be continually improved

Teamwork We value teamwork to build an effective employee mutual relationship. Effectiveness increase when we exchange ideas and share responsibilities.

Innovation As the Company continue to innovate through developments is valued to sustain the vitality in our business.

Honesty and Integrity We value honesty and integrity to build a trust.Positive Social Contribution We make a meaningful contribution in our communities.

WHO WE ARE

The Company is a fully integrated Company involved in innovating, desiging, manufacturing and marketing a diversified range of uPVC and Polyethylene products.

The Company has been constantly pushing ahead, achieving goals after goals due to the untiring effort and able leadership from the Man at the Helm – The Founder and Managing Director, Dato’ Dr. Teh Kim Poo whose experience in manufacturing and trading dated back to 1977. He assures an ever vibrant approach to the business of Resintech. Our subsidiaries own modern plants with State-of-the-Art Production Machineries with experienced and highly qualified work force, advanced production techniques, an efficient infrastructure and long-term sustainable solutions to serve customer needs which had been accredited the MS ISO 9001:2000 for Quality Management System. Resintech had enhanced its competitiveness to meet the challenges of Globalization, arising from the advent of the AFTA.

The Group’s current principal activities are in the manufacturing and trading of a diversified plastics building materials.

WHAT WE DO

The operations of the Company are currently organized into innovating, designing, manufacturing, and marketing a diversified range of uPVC and Polyethylene products.



LOCATION OF REGISTERED OFFICE

Lot 3 & 5, Jalan Waja 14Kawasan Perindustrian Telok Panglima Garang 42500 Telok Panglima GarangSelangor Darul Ehsan

PRINCIPAL PLACE OF BUSINESS

Lot 3 & 5, Jalan Waja 14Kawasan Perindustrian Telok Panglima Garang 42500 Telok Panglima GarangSelangor Darul Ehsan

REVIEW OF OPERATIONS

The Company’s reviews of operations are elaborated in “Management Discussion and Analysis” section of this Annual report.

BUSINESS AND OPERATIONS REVIEW

KEY HIGHLIGHTS FOR YEAR END 31 MARCH 2019

Business

Market Capitalization RM41,161,000Revenue RM84,782,000Profit Before Tax RM5,113,000Profit after tax (PAT) RM3,503,000Basic Earnings Per Share RM0.03Net Tangible Assets per share RM0.91

OUR APPROACH TO DRIVING SUSTAINBILITY

Our approach to sustainability is based on our core values of excellence, united we achieve, integrity, humility and building relationship, supported by policies and procedures at Company level. We consistently embed sustainability into the core of our business. The following value-added sustainability framework forms the basis of Resintech’s steps to strengthen our approach to sustainability.

SUSTAINABILITY STRATEGY

1. As a Public Listed Company• As a public listed company we are pre-emptive of the sustainability matters mainly on the Economic value creation

for the shareholder and stakeholder; • We plan to elevate sustainability in company governance, through engaging in direct board oversight and

accountability over environmental and social issues, more diversity and special expertise on boards, and linking executive and other employee compensation to sustainability goals;

• We want to have robust regular dialogues with key company stakeholders on sustainability challenges, including employees, suppliers, customers, bankers and investors;

• We are in progress to open reporting on sustainability strategies, goals and accomplishments;• We are in progress to develop systematic performance improvements to achieve environmental neutrality and

other sustainability goals across the entire value chain, including operations, supply chains and products.



2. As a products provider and contractor• We plan to give quality products to all of the clients as they are part of our valued stakeholders,• We plan to complete and deliver our projects on time.

Our Roadmap to Sustainability

Moving forward, our sustainability strategy will be led by the Board of Directors of Resintech, and will be implemented and monitored within the following governance framework. The below structure will be enhanced accordingly for the 2020 reporting.

SUSTAINABILITY STRUCTURE

Board of Directors The Board oversees the overall sustainability framework and sets policies to drive sustainability practices in the Company.

Business Segment Sustainability Steering Teams

The Company Sustainability Steering Team interfaces with respective Sustainability Steering Teams of each Business Segment who drive the sustainability efforts and initiatives while ensuring consistency with the Company’s Sustainability Strategy and Business Strategy.

Business Segment Sustainability Working Teams

Dedicated working Company’s implement the sustainability efforts and initiatives and meet on a regular basis to review progress against the plan.

Our success as an organisation relies on the strong and continuing support of our customers, suppliers, business partners, governments and other stakeholders. We believe that being a corporate citizen and contributing to the vitality of our marketplace are the best ways to command our stakeholders’ respect and confidence. Business ethics, corporate governance and stakeholder engagement are therefore of key material importance for our Company as a whole.

We worked closely with all our internal and selected external stakeholders to determine sustainability risks and opportunities with particular focus given to economic, environmental, and social risk factors. We understand that each stakeholder has different requirements and concerns, therefore we engaged our stakeholders in various ways to further understand their concerns, interests, and obstacles.

GOVERNANCE OF THE SUSTAINABILITY

Being a public listed company, Resintech complies with the high standards of corporate governance (“CG”) practices and being closely monitored under the leadership of our Board of Directors, as guided by the Malaysian Code on CG 2017.

In line with sustainability, the Board has the ultimate responsibility to ensure that the sustainability efforts are embedded in the strategic direction of the company. We are in the midst of establishing a Corporate Sustainability Committee (“CSC”), to oversee the formulation, implementation and effective management of our sustainability matters in line with the strategies. The CSC will be supported by various working groups responsible for implementing the initiatives within the organisation.

The governance of our sustainability agenda is a process that is important to the Company as it enables the business to effectively embed sustainability. Good governance structures also ensure that we are consistently aligned to our principles and standards. Demonstrating its commitment from the top, the Company’s sustainability agenda will be governed by a CSC.



ORGANISATION STRUCTURE FOR SUSTAINABILITY

STRATEGIES AND DIRECTIONS

Despite the challenging operating environment, Resintech continues to practice prudence and stay focused on delivering quality growth, while being watchful of emerging risks. Resintech is fully committed to uphold responsible financing which is reflected through its prudent infrastructure transformation as well as sustainability in its supply chain.

OUR MATERIALITY ASSESSMENT PROCESS

1. Objectives and Scope

Resintech undertook a materiality study within the top management and middle management to determine the objectives and scope of the sustainability reporting. Our scope and boundaries covers all our entities and operations in Malaysia.

2. Identification of Relevant Sustainability Matters

The process initiated with sustainability issues relevant to Resintech and its stakeholders. In generating the list, the Company assesses the operating environment and emerging trends affecting our sector and conducted study across a broad range of references to identify the relevant sustainability issues. The references include Bursa Malaysia’s Sustainability Reporting Guide and Toolkits, and international standards such as the GRI Standards.

BOARD OF DIRECTORS

Corporate Sustainability Committee

Sustainability Coordinator (PIC)

Respective Stakeholders

Sustainability Working Group

1.Objectives and Scope

2.Identification and

Categorisation of Sustainability

Issues

3.Stakeholder Engagement

4.Prioritisation

5. Process Review



Moving forward in 2020, we plan to undertake more critical review of material factors and sustainability matters in order to ensure that our understanding of both the current and future risks and opportunities facing our markets are adequately addressed, as well as to gather stakeholder perspectives and ensure we are responding to their needs. As we update our material factors, we will continue to evolve our management approach to ensure that we are addressing them in a holistic and integrated manner. This may involve developing new policies and procedures, implementing various initiatives, measures and action plans, setting indicators as well as to establish a proper mechanism to capture, analyse and report sustainability data and information.

OUR MATERIAL FACTORS

As we monitor, manage and report on a wide variety of issues, key to our approach is focusing our resources on material sustainability risks and opportunities that are associated with each material factor. Understanding our key priorities allows us to set our time, resources and investment to the best use.

The materiality process involved several steps including:

• Identification of potential material topics by reviewing GRI aspects, benchmarking against key corporate peers and analyzing past reports, which reflects the feedback from customers, community representatives and employees generally.

• Inventory of aspects and topics most important to external stakeholders, customers and their supply chain vendors, based upon requests, surveys and ongoing engagement during the reporting period.

The materiality factors are based on the priority of the organisation.

Key Materiality

Material Factors Description What Are The Risk What Are The Opportunities

Com

petit

ion

Resintech is exposed to competition within the industry

Lesser chance to secure contracts will impact our business and performance

• Innovative products and eco-friendly system could be offered to the clients as to improve on our core value

• Regional partnerships and collaborations

Mar

ket

Sta

bilit

y

A well-facilitated business, supported together with an effective and balanced regulatory framework that provides adequate levels of client’s protection while facilitating business efficiency and innovation, is imperative for the continued growth and development of our business.

Any event – such as breaches in regulation, lack of effective CG practices – that undermines integrity or stability will influence stakeholder confidence, and possibly participation, in the market

• Having a robust approach to ensure the integrity and stability of the market serves to engender trust and confidence, which in turn encourages participation and growth

• Fostering a strong CG and sustainability culture will also drive long-term value, both in the market and within Bursa Malaysia

Combining the views from stakeholders and the Resintech’s Management from the preliminary materiality process, the materiality table has been derived to show the different levels of importance of the sustainability matters. The below factors will be further enhanced in the coming years.



Significance Material Factors

Factors Why Material Managing Materiality

MA

TE

RIA

LIT

Y

Ver

y Im

po

rtan

t

Optimisation/ Resources

To help us become efficient and effective.

Taking the necessary measures that all our staffs and resources are being optimised.

Market Condition Market condition affects all businesses in every industry.

Our business very much depends on the market condition where we conduct market study prior to engaging in any projects.

Compliance Compliance with laws and regulations is one of our main requirements.

We provide adequate training and resources to ensure we meet compliance obligations.

Capital Injection – Funds

To take the business further. Lookout for potential partners, joint venture and funding to expand our business. Hence working with the bankers to strengthen the funding feature.

Safety Impact on safety of workforce to avoid workplace injuries and customers to ensure safety of products.

We support the ongoing training of operational teams to ensure understanding in recognising and improving as well as maintaining safe working conditions and practices.

Quality It is part of our core business value to satisfy all of our customers.

By obtaining prompt stakeholder feedback to gauge our quality.

Customer Satisfaction

It is important for us to benchmark ourselves and to collaborate closely with customers to achieve mutual success.

We conduct customer satisfaction surveys to obtain customer’s feedbacks.

Reputation To get a more realistic picture of how the business is actually being perceived by others.

We take initiatives to enhance our reputation by providing balanced reporting.

Procurement It ensures the stable, sustainable procurement and supply of resources.

We are always on a lookout for best quality and good pricing to be competitive.

Corporate Governance

To ensure that we protect the members, officers and management.

Governance is conducted according to various regulations and sub committees. The board oversees the governance based on quarterly review of management reporting.

Customer Privacy It is important to build customer trust and loyalty.

We take necessary measures to protect the customer’s privacy by having our staff trained on this matter.

Networking – Stakeholder

It is important to have new opportunities and positive influence.

Our nature of business requires networking with all parties in order to reconcile the process.

Product Mix To have a variety of products that will fit each customer’s needs.

In order to be highly competitive we take the initiatives to create a variety of segments.

Business Ethics/Code

Maintaining business ethics is our core values.

We proactively promote and positively reinforce good behaviours to the employees.

Anti-Corruption This reduces risks of economic imbalance and compliance with laws, international charters and conventions.

On-going monitoring, briefing and review of compliance throughout the Company is carried out to make sure that the Company’s policies and procedures as well as system of internal controls are being properly implemented.

Social Media The use of social media boosts visibility among potential customers and improves awareness about our brand.

We engage social media to promote our service and product.



Factors Why Material Managing Materiality

MA

TE

RIA

LIT

Y

Imp

ort

ant

Local Environment Impact

It safeguards the environment impact.

We monitor and review the environmental compliance strategy and performance.

Business Mix Diversification is part of our business model to stay sustainable.

We always on lookout for synergy businesses which creates a better value to our core business.

Political Stability It has a wide impact on the economy.

We always work with the government of the day.

Climate Change Climate change would have a significant impact on business.

We managed this by creating a good project management team which looks into all the scenarios.

3. Our Stakeholders Engagement

Our interaction involves a large number of different stakeholder Company’s and this kind of engagement is important to ensure we can identify, prioritize and address material matters and be adopted in our business strategies. The business and functional units are empowered to interact with their respective stakeholders on their chosen platforms. All issues raised by stakeholders are brought to the attention of the Management or Management Meetings by the respective business and functional units. Ongoing engagements where applicable are carried out on a regular basis as they are integral to our business development, relationships with stakeholders and commitment to sustainability.

Our key stakeholders are outlines on the below table, along with the forms of engagement and key topics of interest that we seek to address.

Stakeholder Company

Engagement Approach Frequency Engagement Initiative

Em

plo

yees

Consultation and monitoring On going 1. Provision of free consultation. And special consultation for those identified to be in need.

Set targets for Sales Team Yearly 2. Yearly review by management for the performance capture on attendance, deliver target meet, achievement level.

Safety/Tidiness and Cleanliness Committee at factories

Daily 3. Daily monitoring to ensure factories are clean and free from hazardous mess

Su

pp

liers

/S

ub

con

trac

tors

& B

usi

nes

sP

artn

ers

Request for New ProposalSupplier Evaluations and selectionPeriodic review for new purchasesTraining and workshops

Monthly 1. Request for competitive quotation and proposal for all materials and services in order to maximise company profit.

2. Evaluate supplier performance e.g. Delivery on-time, as quantity and quality required.

3. Procurement process, terms and practices

Reg

ula

tors

&

go

vern

men

t au

tho

riti

es

Compliance with local authorities, governmental bodies/agencies, and certification bodies (SIRIM, SPAN, IKRAM, CIDB) requirements

Reporting of energy savings initiatives.

Schedular visits (almost every months)

1. Comply with all the requirements.2. Regular engagements3. Branding and reputation



Stakeholder Company

Engagement Approach Frequency Engagement Initiative

Co

mm

un

ity CSR programmes – external At least once a

year1. Social requirements and specific

feedback on programmes.

CSR programmes - internal At least once quarterly

Med

ia Immediate notification of financial releases and material developments

Ongoing/Quarterly/ Annually

1. New developments and updates for public knowledge and awareness

No

n-

Go

vern

men

tal

Org

anis

atio

n Face-to-face meetings 1. Environmental matters

Sh

areh

old

ers

&th

e in

vest

men

tco

mm

un

ity

Financial Result AnnouncementCorporate websiteAnnual General MeetingFinancial results and annual report

1. Proactively engage with the investment community through multiple channels such as:• Announcements on Bursa

Securities’ website• Annual General Meetings• Website

2. Financial literacy and investor education

3. Short and long-term business goals and performance

4. Revenue, and Earnings performance5. Business continuity

Gen

eral

P

ub

lic

Responsible CG Company’s website

Tale

nt

Continuous learning, education, training programmes, camps

On going

En

viro

nm

ent Energy usage

Water usageRecycle

On going 1. Implementation of solar renewable energy

2. Rainwater system3. Reduce, reuse, recycle

Eco

no

mic Business growth

Cost OptimizationOn going 1. Monitoring business growth and

monthly meeting to review2. Continuous study of costing



4. Prioritisation of Material Sustainability Matters

Resintech has undertaken a stakeholder prioritisation and engagement process to engage with its stakeholders. These include ongoing efforts to engage with stakeholders in the usual course of business through the day-to-day operations, as well as specific engagements carried out to seek stakeholders’ feedback. The outcome of these engagements was considered in the course of the Company’s materiality assessment.

As part of the process in conducting the materiality assessment of sustainability matters, the Company has conducted the specific engagement process as follows:

• To determine the key stakeholders with whom the Company should engage, the Company carried out assessments to identify key stakeholders based on each stakeholder’s influence and dependence on the Company.

• To gain an insight into these key stakeholders’ concerns, interests and expectations, the Company conducted discussions including on-going sessions throughout the year to gauge stakeholders’ concerns pertaining to the list of sustainability matters identified.

• Where applicable, Resintech also took into account feedbacks from other stakeholder Companys, gathered through various channels and through the ongoing engagements during the course of conducting its business operation.

5. Process Review

The materiality process is undertaken as a key component of the Resintech journey towards identifying the material sustainability matters. The CSC has reviewed and approved the processes and outcome of the materiality process including the Company’s materiality which guides the Company in addressing and managing its material sustainability matters in its business operations.

ECONOMIC

Group Overview

Resintech Berhad is a company listed on Bursa Malaysia Securities Berhad in December 2006. The Group’s main business is in the manufacturing and trading of a diversified plastics building materials, which accounts to most of its revenues and profits. Earnings from other smaller divisions are insignificant.

Financial Overview

The Group’s financial overview is elaborated in “ Management Discussion and Analysis” section of this Annual report.

Price and Foreign Currency Risk

The inputs of the Group’s manufacturing activities is depending on the price of crude oil as well as the movements in US Dollar. Crude oil price tends to be cyclical and subject to fluctuations. The Group is exposed to foreign currency risk on such transactions and balances that are denominated in US Dollar. Unfavourable fluctuations will affect our cost competitiveness, financial results and financial commitments. The foreign currency risk is partially managed through a natural hedge between the sales and purchases in the same currencies, and remaining being monitored closely on an on-going basis to ensure that the net exposure is at an acceptable level.

Dividend Policy

The Company does not have a fixed long term dividend policy. In deciding the dividend payout for each year, the Board considers the strength of cash flow from operating activities, the cash outlay commitments and the future plans of the Group.

Prospect Moving Forward

The Group’s prospects can be found in the Chairman’s Statement.



Corporate Governance and Compliance

Resintech, guided by the Malaysian Code on CG, has been proactive in promoting good CG and ensures that the principles and best practices of good governance are applied throughout the Company. Details of our CG framework and practices are elaborated in the CG Overview Statement of the Annual Report. To ensure compliance with all internal controls, risk management, laws and regulations, the Company has established clearly documented standard operating policies and procedures, defined levels of authority, and guidelines for recruitment and human capital development. These policies, procedures and guidelines are subjected to regular reviews and improvements, and have been communicated to all staff levels.

Risk Management

An integral part of good CG, a comprehensive risk management framework enables Resintech to proactively identify, communicate and manage risks and exposures in an integrated, systematic and consistent manner. In driving risk awareness, decision-making and business processes are put through prudent risk assessment. Fraud, corruption and economic value added risk have been identified as material to ensure sustainability.

Code of Conduct and Ethics for Directors and Employees

The Board of Directors has adopted the Code of Conduct and Ethics for Directors and employees of the Company and its subsidiaries. This Code is intended to focus the Board and each Director as well as the employees on areas of ethical risk, provide guidance to Directors to help them recognise and deal with ethical issues, provide mechanisms to report unethical conduct and help foster a culture of honesty and accountability. The code is also extended to the entire Company, which promotes the corporate culture which engenders ethical conduct that permeates throughout the Company.

Whistle-Blowing Policy and Procedures

The Board encourages employees within the Company and parties working with the Company to report suspected and/or known misconduct, wrongdoings, corruption, fraud, waste and/or abuse involving resources of the Company. The Whistle-blowing Policy and Procedure adopted by the Company provides and facilitates a mechanism for any individual to report concerns about any suspected and/or known misconduct, wrongdoings, corruption, fraud, waste and/or abuse.

Our Supply Chain

Sustainability in supply chain has been increasingly recognized as an important aspect in corporate responsibility. In making responsible sourcing decisions, Resintech has started to explore putting in place an appropriate approach to consider suppliers’ economic, environmental and social credentials in the lifecycle of supply chain.

Customers Satisfaction

Customer satisfaction and engagement was identified as one of the most important material issues in the marketplace dimension across all our divisions. Knowing exactly what customers expect from us improves our bottom line and strengthens our brands and reputation in the long term. The feedback generated provides insights into customer expectations that enable us to develop and deliver better products and services.

Safety and Health

It is one of our key priorities to maintain a safe and healthy work environment for our workforce. Our Safety and Health Policy goes beyond the requirements of the Occupational Safety and Health Act 1994 to ensure that our talent work under safe conditions. Our operations are governed by an internally established occupational safety, health and environmental management system.



Business Conduct

We strive to be environmentally responsible and encourage all our stakeholders to do the same. Consequently, they need to use sustainable materials whenever they are cost-effective.

Commitment to Quality

Resintech has the policies, procedures and best practices in place to deliver products and services of outstanding quality. Furthermore, regular reviews, process improvements and quality control assessments are ensuring that our processes remain in compliance and are continually enhanced.

ENVIRONMENT

The Company is mindful of the environmental impact of our work and address them in business decision-making. Employees and business partners must demonstrate a commitment to comply with environmental legislation, regulations as well as the Company’s Policy. Over the years, the Company has taken preventive measures to manage its waste from productions to avoid pollutions. During the year, the Company also installed solar panel embarking on usage of renewable energy.

The Company, in support of the local government’s drive towards green buildings and technology, contributes to Malaysia’s Green Objectives to reduce carbon footprint and one of its efforts include the adoption of green practices such as planting trees/plants.

As a responsible corporate citizen, the Company continues and regularly reviews its effort to promote a cleaner, greener and healthier environment. These efforts include:

Recycling

Being in the manufacturing industry previously, the Company ensures through the recycling process in the manufacturing operation, the Company minimizes the quantity of disposable toxic wastes generated from its operations. In the construction sector we work on the recycling process of critical materials.

Renewable Energy

The Company has started using solar energy on running their daily activities for the internal usage .

Green Environment

The Green Policy also includes the practice of harvesting rain water for general cleaning and gardening purpose to help reduce the wastage of precious processed water. In the offices, the employees are taught to segregate waste into recyclable and non-recyclable waste for disposal.

Vehicle Emission

Vehicle emissions are key material issues in the industry. Resintech ensures that the air quality is protected and continues to explore strategies to improve this aspect. As a whole the vehicles are emphasized to undergo scheduled maintenance, testing and repair works on a periodic basis.

Flooding

To prevent flooding from causing inconvenience to the neighbourhood within the vicinity of its operation, proper measures are taken to ensure that drainage system around the factory are frequently cleared of debris and silting that may prevent unnecessary water flow or flooding during heavy rain.


Water Management & Consumption

We promote the water saving practices among employees and adopting water-efficient technologies and equipment wherever possible. The water consumed at our head office is obtained from the municipal water supply. We have taken small steps to control the water usage to be in line with the sustainability efforts, namely:

• Slow the flow. Adjusting water pressure/outflow for toilets, wash basins, pantry, throughout our head office building.• Seek the Leak. Conducting checks and fixing leaks immediately, where possible.

The Water usage below is presented for the Head Office and Site.

Environment 2017 2018 2019

Total Water Consumption – Admin RM 14,902 RM 16,391 RM 18,225

Total Water Consumption – Group RM 57,762 RM 79,407 RM 75,167

Total Electricity Consumption – Admin 8,725 kw/h 9,339 kw/h 28,209 kw/h

Total Electricity Consumption – Group 3,466,964 kw/h 3,531,186 kw/h 3,980,995 kw/h

Total Paper Usage RM 12,966 RM 24,082 RM 17,183

Energy Management

We understand that the energy management is essential for combating climate change and for lowering an organisation’s overall environmental footprint. Our electricity supply is from the local supply and we aim to minimize the energy usage in our head office by implementing the following efforts:

• A lighting schedule across key areas in our head office to switch off lights during certain hours of least use.• Maintenance and replacement of electrical equipment and light fittings to maximize energy efficiency• Campaign to remind all staff to switch off the lighting, water dispenser, air conditioning, or• Other electrical appliances in office and pantry when they are not required.

Waste Management

Resintech acknowledges that the environmental impact of paper usage is significant. The Company’s approach to waste management is to avoid unnecessary paper consumption and waste generation, where possible and appropriate, in order to reduce the wastage. Resintech has always looked at ways to reduce paper usage, and thus less waste. Generally, the Company practises the following on the paper management:

• Reducing paper – by encouraging avoiding printing and photocopying and emphasising on paperless and electronic mode. In addition to this, practise double sided printing or reduce the size to have the best economical usage of papers.

• Reusing – by printing on the other side of the printed papers• Recycle – recycle the papers by having proper recycling bins.

Storage and Collection of Recyclables

Resintech also has come out with initiative for storage and collection of wastages and recyclables. This initiative objective includes:

• To provide dedicated area and storage for collection of non-hazardous material for recycling• To facilitate the reduction of scheduled waste generated that is hauled and disposed to licensed disposal companies • To designate a dedicated area where on-site sorted waste materials can be stored in separate skids for collection

facilities.



Table below shows the types of items recycle/ reused/ disposal at site.

No Items Recycled/Reused/Disposal in Construction1 Steel2 Plastic3 Paper

SOCIAL

The Company believes that contributing to the local community is not just something out of choice but is actually a vital part of our corporate existence. We strongly believe in giving back and improving the well-being of our society through impactful initiatives. The Company has taken initiatives to engage with the community and with charities on our journey of sustainability.

Internally, Occupational Health and Safety is important to us. All our employees are covered for outpatient healthcare services, inpatient hospitalisation treatments and medical services under the Company’s Personal Accident policy.

As for human capital, we have continued to recruit, train and reward our employees. We know that strong human capital will contribute to increasing improvements in our businesses that will bring long term growth for the Company. In effort to build strong human capital, we have also reviewed and aligned our structure, processes, people and governance to ensure that we are highly effective, efficient and competent in our area of expertise. Currently our talent management process is guided by a recruitment policy and succession planning policy which is designed and run by our human resource department. The Company also recognised the sustainability of the Company is highly dependent on the quality and talent of our people. Therefore, our Human Resource Department has introduced various training program either in-house or external to assist employees to be equipped with adequate knowledge as well as for self - improvements. This serves as a part of self-enrichment to our people as well as to keep our business sustainable.

The following sustainability graphs are illustrated based on the social segment in the organisation.


Employment Diversity in Terms of Gender

0

50

100

2017

YEAR

TOTAL EMPLOYEES BY GENDER

2018 2019

150

Male

Female

200

TO

TAL



Employment Diversity in Terms of Age

Employment Diversity in Terms of Race

Breakdown of Employment by Contract

0

0

0

20

10

20

40

20

40

2017

2017

2017

YEAR

TO

TAL

TO

TAL

TO

TAL

YEAR

YEAR

TOTAL EMPLOYEES BY AGE

TOTAL EMPLOYEES BY RACE

TOTAL EMPLOYEES BY EMPLOYMENT CONTRACT

2018

2018

2018

2019

2019

2019

60

30

60

Under 30

Malay

Permanent

30 - 50

Chinese

Over 50

Indian

Contract

Over 50

80

40

80

100

50

100

60

120

70

140


Being sustainable encompasses an appreciation of the symbiotic relationship between ourselves and our communities. As such, playing an active role in engaging and giving back to our communities forms an integral part of the Company’s sustainability. To appreciate and giving back to the society, it starts from the employees. The following efforts were emphasized under the social aspect:

Organised “Creating and Brighter Tomorrow for the Needed” program for Persatuan Penjagaan Kanak-kanak Terencat Akal Negeri Selangor




Excellence Team Performance 2019

Annual Dinner



Birthday Celebration

Safe, Healthy and Conducive Work Environment

The Company places great emphasis on safety and health aspects of its employees while maintaining a comfortable and conducive work environment through the following initiatives:

- The setting up of Occupational Safety and Health Committee to initiate various health and safety programmes to enhance employees’ awareness in workplace;

- Ensuring a safe workplace with 24 hours’ security surveillance;- Constant updating and promoting the awareness of safety precautions and health issues;- Employees are required to wear safety gears at work place to minimize work injuries at the construction site;- Maintaining a workplace that is free from theft, violence, harassment, intimidation and other unsafe and disruptive

influences due to internal and external conditions.

Training and Development

The Company recognizes the importance of human capital development to meet challenges. It continues to build and upgrade its human resources to ensure that they can realize their full potential with the following efforts:

- To engage in external training workshops for employees on both technical related skills and soft management skills;

- Participate in external trainings and activities to broaden the knowledge base and exposure of its employees to keep abreast on new developments in their respective field of expertise;

- New employees will participate in new employees’ orientation as well as on-site visit to get clear insights into the Company’s operations.



Contributing to the Well-Being of Our Communities

Being sustainable encompasses an appreciation of the symbiotic relationship between ourselves and our communities. As such, playing an active role in engaging and giving back to our communities forms an integral aspect. The Company is committed and extend financial help and other assistance in kinds for charitable organisations, welfare homes, schools and religious bodies as and when the need arises.

LOOKING AHEAD

This is Resintech’s second Sustainability Statement, and although we have made some development towards formalising sustainability within our business, we recognise that we need to enhance both in terms of initiatives undertaken and our reporting structure. As we continue on our sustainability journey, our ultimate goal is to build a sustainable business for generations to come. To achieve this, we will continually keep abreast of developments in our industry, actively and regularly engage our stakeholders, build upon our existing sustainability framework, and seek to further embed sustainable practices within our business so as to improve our overall sustainability performance.

Moving forward, we will be adding metrics and targets to measure issues that are material to our business, and move towards benchmarking our progress against international standards of reporting.


OBJECTIVE

The objective of the Audit Committee (“AC”) is to assist the Board of Directors (“the Board”) in fulfilling its fiduciary responsibilities relating to internal controls, financial and accounting records and policies as well as integrity in financial reporting practices of the Company and its subsidiaries (“the Group”).

COMPOSITION AND MEETINGS ATTENDANCE

During the financial year ended 31 March 2019, a total of five (5) AC meetings were conducted. The members of the AC and details of their attendance of the meetings during the financial year are as follows:

Name of AC Members Attendance of meetings

Chairman: Kok Wee WahIndependent Non-Executive Director

5/5

Members: Khairul Anuar Bin ShaharudinIndependent Non-Executive Director

5/5

Datuk Hj. Abdul Fatah Bin Hj. IskandarSenior Independent Non-Executive Director

4/5

The Independent Non-Executive Directors satisfied the test of independence under the Main Market Listing Requirements (“Listing Requirements”) of Bursa Securities Malaysia Berhad (“Bursa Securities”) and also meet the requirements of the Malaysian Code on Corporate Governance 2017 (“MCCG”).

The Chairman of the AC, Mr Kok Wee Wah is an Independent Non-Executive Director. In this respect, the Company complies with Paragraph 15.10 of the Listing Requirements.

In addition, Mr Kok Wee Wah, being a member of the Malaysian Institute of Accountants (MIA), fulfils the requirement of Paragraph 15.09(1)(c) of the Listing Requirements.

The performance of the AC and each of its members were reviewed by the Board on 27 May 2019. The Board was satisfied that the AC members have discharged their functions, duties and responsibilities in accordance with the Terms of Reference of the AC during the financial year under review thereby supporting the Board in ensuring appropriate corporate governance standards within the Group.

TERMS OF REFERENCE

The Terms of Reference of the AC is available on the corporate website of the Company at www.resintechmalaysia.my.

SUMMARY OF ACTIVITIES OF THE AC

The following activities were undertaken by the AC during the financial year ended 31 March 2019:

a) Financial Results

• Reviewed the unaudited quarterly results of the Company and the Group including announcements, going concern of the Company and the Group, clarifications or explanations were sought from the Management in particular on any significant changes to the items or transactions that would affect the financial position of the Company and the Group before submission to the Board for approval and release to Bursa Securities.

• Reviewed the unaudited quarterly results to ensure that the quarterly financial reporting and disclosures are presented in a true and fair view of the Group’s financial performance in accordance with the applicable Malaysian Financial Reporting Standards (MFRS) and International Accounting Standards as well as the applicable disclosure provisions of the Listing Requirements.

AUDIT COMMITTEEREPORT


SUMMARY OF ACTIVITIES OF THE AC (CONT’D)

a) Financial Results (cont’d)

• Reviewed the audit status update presented by the External Auditors comprising amongst others, areas of audit emphasis, audit materiality, significant adjustments resulting from the audit, going concern assumption and impairment arising from the audit during the year under review prior to the issuance of the finalised audited financial statements of the Company and the Group.

• Reviewed any changes in the implementation of major accounting policies and practices to the Group.

b) External Audit

• Reviewed the audit plan of the External Auditors in terms of their scope of audit, methodology and timetable, audit materiality, areas of focus prior to the commencement of their annual audit;

• Reviewed and discussed the External Auditors’ audit report and areas of concern highlighted in the management letter (i.e. revenue recognition, going concern, property, plant and equipment, recoverability of receivables and proper measurement and recognition of liabilities), including management’s response to the concerns raised by the External Auditors, and evaluation of the system of internal controls;

• Convened meeting with the External Auditors without the presence of Management to further discuss matters arising from audit;

• Considered the re-appointment of External Auditors and their audit fees, after taking into consideration of the independence and objectivity of the External Auditors vide a written assurance of independence and the cost effectiveness of their audit, before recommending to the Board for approval.

c) Internal Audit

• Reviewed and approved the internal audit plan, methodology, functions and resources to ensure adequate audit scope and coverage of the key risk areas of business operations of the Group are carried out.

• Reviewed and discussed the internal audit reports which outlined the recommendations towards correcting areas of weaknesses and ensured that there were management action plans established for the implementation of the Internal Auditors’ recommendations. Management was invited to attend the AC meeting to provide clarification on specific issues raised in the internal auditor reports. Summary of internal audit reports presented to the AC provided status updates for management action plans to address the findings reported in the previous audit cycles.

• Reviewed the adequacy of the scope, functions and competency of the internal audit function, and the results of the internal audit process to ensure the appropriate actions are taken of the recommendations of the internal audit function.

d) Related Party Transactions

• Reviewed the system for identifying, monitoring and disclosing related party transactions for the Group and ensured that related party transactions are not to the detriment of minority shareholders of the Company.

• Reviewed the report of Related Party Transactions of the Group which was tabled at every quarterly meeting.

e) Annual Reporting

• Reviewed and recommended the Statement on Report of the AC and Statement on Risk Management and Internal Control for inclusion in the Annual Report for the financial year ended 31 March 2019 to the Board for approval.

• Reviewed the Terms of Reference which had incorporated the necessary amendments in line with the Listing Requirements, the MCCG, and the Companies Act 2016.

AUDIT COMMITTEEREPORT (CONT’D)


INTERNAL AUDIT FUNCTION AND ACTIVITIES

The Company recognized that the internal audit function is essential to ensuring the effectiveness of the Group’s systems of internal control and is an integral part of the risk management process.

Appointment of Internal Auditors

The Group’s internal audit function (“IAF”) on the system of internal controls was outsourced to an independent professional firm, Smart Focus Group, which adopts internal audit standards and best practices based on the International Professional Practices Framework, endorsed by the Institute of Internal Auditors Malaysia. The IAF team is headed by an Associate Director – Advisory, who is a member of the Malaysian Institute of Internal Auditors and was assisted by three staff during the financial year under review.

None of the internal audit personnel has any relationship or conflict of interest that could impair their objectivity and independence in conducting their internal audit functions. IAF provides independent assessment on the effectiveness and efficiency of internal controls utilizing a global audit methodology and tool to support the corporate governance framework and an efficient and effective risk management to provide assurance to the Audit Committee.

The principal role of the Internal Auditors is to undertake independent, regular and systematic reviews of the systems of internal control to provide reasonable assurance that such systems continue to operate satisfactorily and effectively.

The outsourced Internal Auditors report directly to the AC. The terms of engagement of the outsourced Internal Auditors is governed by a formal engagement letter reviewed by the AC and includes engagement objectives and scope, reporting structure, internal audit methodology, independence and objectivity, authorities and responsibilities.

The Internal Auditors carry out audit assignments based on an audit plan that was reviewed and approved by the AC. The reports of the audits undertaken were forwarded to Management for attention and necessary action and presented to the AC for deliberation and approval.

Summary of Internal Audit Works

The activities carried out by the Internal Auditors during the financial year ended 31 March 2019 include:

• Developed the internal audit plan for year 2019/2020;

• Issuance of reports on the results of the internal audit review, identifying key weaknesses with suggested recommendations to the management for further action; and

• Attended AC meetings to table and discuss the internal audit reports.

The audit report issued by the Internal Auditors highlighted the audit findings with recommendation for improvement. Management has responded to the audit findings and ensured that corrective actions where necessary were taken within the required timeframes.

Total costs incurred

The cost incurred for the internal audit function in respect of the financial year ended 31 March 2019 amounted to RM21,000 (FY2018: RM50,000).

Further details of the Internal Audit Function are set out in the Statement on Risk Management and Internal Control on page 49 of this Annual Report.

AUDIT COMMITTEEREPORT (CONT’D)


The Board presents this statement to provide shareholders and investors with an overview of the corporate governance (“CG”) practices of the Company during the financial year 2019. This overview takes guidance from the key CG principles as set out in the Malaysian Code on Corporate Governance 2017 (“MCCG”).

This statement is prepared in compliance with the Main Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and it is to be read in conjunction with the Corporate Governance Report 2019 of the Company (“CG Report”) which is available on the Company’s website at www.resintechmalaysia.my.

PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS

Part I – Board Responsibilities

1.0 Every company is headed by a board, which assumes responsibility for the company’s leadership and is collectively responsible for meeting the objectives and goals of the company.

1.1 Directors’ Duties and Responsibilities

The Board is collectively responsible to the Company’s shareholders for the long-term success of the Group via its overall strategic direction, its values and governance. The Board is led by experienced and knowledgeable Board members who provide the Company with the core competencies and leadership necessary for the Group to meet its business objectives and goals.

All members of the Board are aware of their responsibility to take decisions objectively which promote the success of the Group for the benefits of shareholders and other stakeholders.

The Board is responsible for formulating and reviewing the strategic plans and key policies of the Company,

shaping the strategic direction of the Company and charting the course of the Group’s business operations whilst providing effective oversight of Management’s performance, risk assessment and controls over business operations.

The Board has discharged its responsibilities in the best interests of the Company. The following are among the key responsibilities of the Board:

a) Reviewing and adopting the Company’s strategic plans;b) Overseeing the conduct of the Company’s business;c) Identifying principal risks and ensuring the implementation of appropriate internal controls and

mitigation measures;d) Succession Planning;e) Overseeing the development and implementation of a shareholder communications policy for the

Company; andf) Reviewing the adequacy and integrity of management information and internal control system of the

Company.

The Board formalises the Company’s strategies on promoting sustainability. Discussion was held amongst the Directors to explore future investment and expansion of business in other countries.

The Board promotes good corporate governance in the application of sustainability practices throughout the Company, the benefits of which are believed to translate into better corporate performance. Accordingly, the Company takes cognisance of the global environmental, social, governance and sustainability agenda.

The Board Committees made up of Audit Committee (“AC”), Nomination Committee (“NC”), Risk Management Committee (“RMC”) and Remuneration Committee (“RC”) are entrusted with specific responsibilities to oversee the Group’s affairs, with authority to act on behalf of the Board in accordance with their respective Terms of Reference. At each Board meeting, the Chairman of the relevant Board Committees report to the Board on key issues deliberated by the Board Committees at their respective meetings.

CORPORATE GOVERNANCEOVERVIEW STATEMENT


CORPORATE GOVERNANCEOVERVIEW STATEMENT(CONT’D)

1.2 Key responsibilities of the Chairman

The Chairman leads the vision and strategic planning of the Group at the Board level, he is primarily responsible to provide leadership to the Board and ensure the Board perform their responsibilities effectively. He acts as a facilitator at Board meetings to ensure no domination of discussion of Board and encourage participation of all Directors deliberated at all Board meetings.

Executive Directors are responsible for the implementation of the policies laid down and executive decision-making. They implement and execute the strategies, policies and decision adopted by the Board and oversee the operations and business development of the Group.

The Non-Executive Directors fulfill a fundamental role in instilling high standard of corporate governance and accountability by providing unbiased and independent views and advice on management proposals.

1.3 Separation of the positions of the Chairman and Managing Director

There is a clear separation of position and responsibilities between the Chairman of the Board and the Managing Director (“MD”) to promote accountability.

The distinct and separate roles of the Chairman and MD, with a clear division of responsibilities, ensure a balance of power and authority, such that no one individual has unfettered powers of decision-making.

The positions of the Chairman and the MD are held by two different individuals. Datuk Hj. Abdul Fatah bin Hj. Iskandar, a Senior Independent Non-Executive Director, is the Chairman whereas Dato’ Dr. Teh Kim Poo is the Company’s MD.

The MD is responsible for the day-to-day management of the business and operations of the Group in respect of both its regulatory and commercial functions. He is supported by Management and the Executive Directors. Management’s performance, under the leadership of the MD, is assessed by the Board through monitoring the success in delivering the approved targets and business plans against the performance of the Group.

The Board has in place a strategy planning process, whereby the MD presents to the Board its recommended strategy annually, together with the proposed business plans for the ensuing year for the Board’s review and approval. The Board will deliberate both Management’s and its own perspectives, and challenge Management’s views and assumptions to ensure the best outcome.

1.4 Roles and Responsibilities of the Company Secretary

The Board in delivering their duties and responsibilities, is supported by suitably qualified and competent Company Secretaries.

The Company Secretaries were entrusted to record the Board’s deliberations, in terms of issues discussed, and the conclusions and the minutes of the previous Board meeting is distributed to the Directors prior to the Board meeting for their perusal before confirmation of the minutes at the commencement of the following Board meeting. The Company Secretaries also ensure that there is good information flow within the Board and between the Board, Board Committees and Management.

The Board is regularly updated by the Company Secretaries on new changes to relevant legislation and Bursa Securities’ Listing Requirements.

All Directors have direct access to the advice and services of the Company Secretaries in discharging their duties effectively.


1.5 Board of Directors’ Meetings

Schedule of Board and Committee meetings are determined in advance before the new financial year. This enables Management to plan ahead the yearly business and corporate affairs and ensure timely preparation of information for dissemination to the Board members.

The Board meets at least five (5) times a year or more when circumstances require. Where appropriate, decisions are also made by way of circular resolutions in between scheduled meetings during the financial year.

The Board is satisfied with the level of time commitment given by the Directors towards fulfilling their roles and responsibilities as Directors of the Company. This is evidenced by the attendance record of the Directors at Board of Directors’ Meetings, as set out in the table below:-

Name of Directors DesignationNo. of Board

Meetings attended

%

Datuk Hj. Abdul Fatah Bin Hj. IskandarChairman/Senior Independent

Non-Executive Director4/5 80

Dato’ Dr. Teh Kim Poo Managing Director 3/5 60Datin Gan Jew Executive Director 5/5 100Teh Leng Kang Executive Director 5/5 100Wei Hwei Hong Executive Director 5/5 100Khairul Anuar Bin Shaharudin Independent Non-Executive Director 5/5 100Kok Wee Wah Independent Non-Executive Director 5/5 100Dato’ Hj. Razif Ratha Bin Abdullah Independent Non-Executive Director 4/5 80

The Board has also agreed for the 50% minimum attendance requirement to be adopted for Board and Board Committees. Overall, all Committee members complied with the attendance threshold.

To ensure that the Directors have the time to focus and fulfil their roles and responsibilities effectively, the Directors must not hold directorships at more than five (5) public listed companies and shall notify the Chairman before accepting any new directorship.

To facilitate the Directors’ time planning, an annual meeting schedule is prepared and circulated at the beginning of every year, as well as the tentative closed periods for dealings in securities by Directors based on the targeted date of announcements of the Group’s quarterly results.

2.0 There is demarcation of responsibilities between the board, board committees and management.

There is clarity in the authority of the board, its committees and individual directors.

2.1 Board Charter

In order to facilitate the effective discharge of its duties, the Board is guided by the Board Charter which was adopted by the Board and the same was published on the corporate website at www.resintechmalaysia.my.

The Board Charter serves to ensure that all Board members acting on the Group’s behalf are aware of their expanding roles and responsibilities. It sets out the specific and respective roles and responsibilities to be discharged by the Board and Board Committees members collectively and individually. It also regulates on how the Board conducts business in accordance with CG principles. The Board Charter is reviewed regularly to ensure that it complies with the best practices and regulation.

The Board delegates and confers some of its authorities and discretion on the Chairman, Executive Directors, MD, and Management as well as on properly constituted Board Committees comprising mainly/exclusively Non-Executive Directors.



The role of Management is to support the Executive Directors and implement the running of the general operations and financial business of the Company, in accordance with the delegated authority of the Board.

In general, the Non-Executive Directors are independent of Management. Their roles are to constructively challenge Management and monitor the success of Management in delivering the approved targets and business plans within the risk appetite set by the Board. They have free and open contact with Management at all levels, and they engage with the External and Internal Auditors to address matters concerning Management and oversight of the Company’s business and operations.

Key matters reserved for the Board’s approval include the annual business plan and budget, capital management and investment policies, authority limits/levels, risk management policies, declaration of dividends, business continuity plan, issuance of new securities, business restructuring, expenditure above a certain limit, material acquisitions and disposition of assets.

3.0 The board is committed to promoting good business conduct and maintaining a healthy corporate culture that engenders integrity, transparency and fairness. The board, management, employees and other stakeholders are clear on what is considered acceptable behaviour and practice in the company.

3.1 Code of Ethics and Conduct

The Board is guided by the Code of Ethics and Conduct for Directors and Employees in discharging its oversight role effectively. The Codes of Conduct require all Directors to observe high ethical business standards, and to apply these values to all aspects of the Group’s business and professional practice and act in good faith in the best interests of the Group and its shareholders. The Code of Ethics and Conduct was published on the corporate website.

The Code of Conduct describes measures put in place to handle actual or potential conflict of interest. Members of the Board are required to make a declaration to that effect at the Board meeting if they have interests in proposals being considered by the Board, including where such interest arises through close family members, in line with various statutory requirements on the disclosure of Director’s interest.

Any interested Directors would abstain from deliberations and decision of the Board on the subject proposal and, where appropriate, excuse themselves from being present in the deliberations.

3.2 Whistleblowing Policy

In addition, the Company’s Whistleblowing Policy as published in the Company’s website fosters an environment where integrity and ethical behaviour are maintained and any illegal or improper action and/or wrong doing in the Company may be exposed.

Part II - Board Composition

4.0 Board decisions are made objectively in the best interests of the company taking into account diverse perspectives and insights.

4.1 Board Composition

The Board of Directors currently comprises eight (8) members, of whom four (4) are Independent Non-Executive Directors (including the Chairman), and four (4) Executive Directors. At least half of the board comprise independent directors, the four (4) Independent Non-executive Directors fulfilled the criteria of independence as defined in the Bursa Securities’ Listing Requirements.



4.2 Tenure of an Independent Director

The Board has adopted a nine-year policy for Independent Non-Executive Directors. An Independent Director may continue to serve on the Board subject to the director’s re-designation as a Non-Independent Director. Otherwise, the Board will justify and seek shareholders’ approval at the Annual General Meeting (“AGM”) in the event it retains the director as an Independent Director.

For a Director retained as an Independent Director after the twelfth (12th) year, the Board shall seek shareholders’ approval annually through a two-tier voting process as provided under the MCCG.

Mr Kok Wee Wah has served on the Board as Independent Non-Executive Directors (“INED”) for a tenure of more than nine (9) years and Mr Khairul Anuar Bin Shaharudin has served on the Board as INED for more than twelve (12) years. The Board has through the NC, assessed the independence and performance of the INED. Based on the recommendation of the NC, the Board will seek shareholders’ approval to retain Mr Kok Wee Wah as an INED at the Twenty-Fourth AGM of the Company via single-tier voting process whereas the retention of Mr Khairul Anuar Bin Shahrudin will be sought via two-tier voting process.

4.3 Board Diversity

An effective board should comprise members with an appropriate mix of skills, knowledge, experience and independent elements that fit the company’s objectives and strategic goals. The board composition should include sufficient diversity and independence that enables the board to be better equipped to respond to challenges, making sound decision and deliver value.

The Board acknowledges the importance of boardroom diversity and the recommendation of the MCCG pertaining to the establishment of a gender diversity policy. Hence, the Board has always been in support of the Company’s policy of non-discrimination on the basis of race, age, religion and gender. The Board encourages a dynamics and diverse composition by nurturing suitable and potential candidates equipped with competency, skills, experience, character, time commitment, integrity and other qualities in meeting future needs of the Company. Presently, there are two (2) female directors in the Company.

The NC has worked to ensure that the right balance of skills, knowledge, experience and diversity is reflected in the composition of the Board. The NC assisted the Board in assessing the contributions of each individual Director including that of the CFO, who is primarily responsible for the financial management of the Company. The NC is responsible for identifying and recommending suitable candidates for Board membership and also for assessing the performance of the Directors on an on-going basis. The Board will have the ultimate responsibility and final decision on the appointment. This process shall ensure that the Board membership accurately reflects the long-term strategic direction and needs of the Company and determines skills matrix to support strategic direction and needs of the Company.

Management shall then engage broadly to develop a pool of interested potential candidates meeting the skills, expertise, personal qualities and diversity requirements for both the Board and the Committee appointments.

The NC evaluates and matches the criteria of the candidate, and will consider diversity, including gender, where appropriate, and recommends to the Board for appointment. Consideration will be given to those individuals possessing the identified skill, talent and experience.

The NC will contact those persons identified to determine interest in serving the Company. This communication will ensure that prospective Board members have clarity regarding the nominating process as well as Director/Board profiles, roles and responsibilities, expectations of time commitments and other information as required.



4.4 NC

The NC consists of three (3) members, entirely Independent Non–Executive Directors and the Chairman of the NC is the Senior Independent Non-Executive Director of the Company. The details of their attendance at the NC Meeting during the financial year are as follows:-

Attendance of meetings

%

Chairman: Datuk Hj. Abdul Fatah bin Hj. Iskandar(Senior Independent Non-Executive Director)

1/1 100

Members: Khairul Anuar bin Shaharudin(Independent Non-Executive Director)

1/1 100

Kok Wee Wah(Independent Non-Executive Director)(Appointed w.e.f 13 July 2018)

– –

The Board has identified the Independent Non-Executive Director, Datuk Hj. Abdul Fatah Bin Hj. Iskandar, as the Senior Independent Non-Executive Director to whom concerns of shareholders and other stakeholders may be conveyed.

Based on the assessment for the financial year ended 31 March 2019, the Board is generally satisfied with the level of independence demonstrated by all the Independent Directors, and their ability to bring independent and objective judgement to board deliberations.

The NC has assessed the independence of the Independent Directors based on the assessment criteria developed by the NC, and recommended to the Board for recommendation to shareholders for approval. Justification for the Board’s recommendation would be provided to the shareholders.

The Board believes that the independence of the two (3) Independent Directors remains unimpaired and their judgments over business dealings of the Company were not influenced by the interest of the other Directors or Substantial Shareholders.

Thus, the Board recommends to the shareholders for approval at the forthcoming AGM for Mr Kok Wee Wah and Encik Khairul Anuar Bin Shaharudin to continue acting as Independent Directors.

One meeting was held during the financial year under review with full attendance from the members of the NC. At the meeting during financial year, the Committee deliberated over the following:-

• Assessed the contribution of each individual Director;• Reviewed the Board structure, composition and the balance between Executive Directors, Non-Executive

Directors and Independent Directors to ensure that the Board has the appropriate mix of skills and experience including core competencies which Directors should bring to the Board and other qualities to function effectively and efficiently;

• Reviewed the independence of the Independent Directors;• Established and implemented processes for assessing the effectiveness of the Board as a whole, the

Committees of the Board and assessing the contribution of each Director;• Discussed the annual retirement by rotation and re-election of Directors at the forthcoming AGM and

recommended the same for re-appointment/re-election by the shareholders; and• Reviewed and assessed the term of office and performance of the AC and each AC members.

According to the Constitution of the Company, all Directors are required to submit themselves for re-election at intervals of not more than three (3) years. The Constitution also states that one-third (1/3) of the Board members shall retire from office at the AGM and shall be eligible for re-election at the same AGM.



The new Director(s) duly appointed by the Board are then recommended for re-election at the AGM. The Company shall then provide orientation and on-going education to the Board. In making the selection, the Board is assisted by the NC to consider the following aspects:

• Probity, personal integrity and reputation – the person must have the personal qualities such as honesty, integrity, diligence and independence of mind and fairness.

• Competence and capability – the person must have the necessary skills, ability and commitment to carry out the role.

The NC had reviewed and assessed the sustainability of the appointment of Dato’ Hj. Razif Ratha Bin Abdullah as an Independent Director of the Company in 2018 in line with the objective as set out in the Board Charter in terms of experience, skills, knowledge, age, gender, etc.

As part of the Company’s succession planning, the Board has worked with the NC to evaluate the performance of the potential successor i.e. Mr Teh Leng Kang, the Executive Director of the Company, having taken into consideration of the challenges and opportunities facing the Company, and the skills and expertise needed on the Board in the future.

5.0 Stakeholders are able to form an opinion on the overall effectiveness of the board and individual directors.

5.1 Board Evaluation

The Board reviews and evaluates its own performance and the performance of its Committees on an annual basis. The Board evaluation comprises a Board Assessment, an Individual Director Assessment and an Assessment of Independence of Independent Directors.

The assessment of the Board is based on specific criteria, covering areas such as the Board structure, Board operations, roles and responsibilities of the Board, the Board Committee and the Chairman’s role and responsibilities.

For Individual Director Assessment, the assessment criteria include contribution to interaction, quality of inputs, and understanding of role.

As for the performance evaluation of board committees, the Board assesses the performance of the AC, NC and RC based on the recommended evaluation criteria adopted from Corporate Governance Guide issued by Bursa Securities, which include committees’ composition, contribution to the board’s decision making, expertise, appointment as well as timeliness and quality of communication and minutes. Review of the performance of the board committees was conducted by the NC during the financial year.

Based on the above assessments, the NC was satisfied with the existing Board composition and was of the view that all Directors and Board Committees of the Company had discharged their responsibilities in a commendable manner and had performed competently and effectively. All assessments and evaluations carried out by the NC in the discharge of all its functions were properly documented.

The Board is of the view that its present size and composition is optimal based on the Group’s operations and that it reflects a fair mix of financial, technical and business experiences that are important to the stewardship of the Group.

The Board, through the NC, assesses the independence of Independent Directors annually. The criteria for assessing the independence of an Independent Director include the relationship between the Independent Director and the Company and his involvement in any significant transaction with the Company.

The Board composition has met the Listing Requirements and the MCCG for a balanced board with Independent Directors constituting more than one-third of the Board.



The Independent Non-Executive Directors do not participate in the day-to-day management of the Company and do not involve themselves in business transactions or relationships with the Company, in order not to compromise their objectivity. In staying clear of any potential conflict of interest, the Independent Non-Executive Directors remain able to fulfil their responsibility to provide check and balance to the Board.

The Independent Non-Executive Directors are of the calibre necessary to provide an independent judgment on the issues of strategy, performance and resource allocation. They carry sufficient weight in Board decisions to ensure long-term interest of the shareholders, employees, customers and other stakeholders.

The eight (8) members of the Board are persons of high calibre and integrity, and they possess the appropriate skills and provide a wealth of knowledge, experience and skills in the key areas of accountancy, business operations and development, finance and risk management, amongst others.

Jointly with the Financial Controller, the MD is accountable to the Board over the daily management and development of the Company.

The profile of each of the Member of the Board is presented on the pages 4 to 6 of this Annual Report.

5.2 Directors’ Training

All Directors have completed the Mandatory Accreditation Programme (”MAP”) as prescribed by Bursa Securities. The Company will continue to identify suitable training for the Directors to equip and update themselves with the necessary knowledge in discharging their duty and responsibilities as Directors.

There were also briefings by the External Auditors and the Internal Auditors and the Company Secretary on the relevant updates on statutory and regulatory requirements from time to time during the Board meetings.

The Directors are also encouraged to evaluate their own training needs on a continuous basis and to determine on the relevant programmes, seminars, briefings or dialogues available that would best enable them to enhance their knowledge and contributions to the Board.

During the financial year ended 31 March 2019, the Directors have attended the following training, seminars and conferences:-

Directors Date of Course Seminar / Course Datuk Hj. Abdul Fatah Bin Hj. Iskandar

13 December 2018 Companies of the Future – The Role for Boards

Dato’ Dr. Teh Kim Poo 1 October 2018 Launch of Institute of Corporate Directors MalaysiaTeh Leng Kang 16 November 2018 The Importance of Soft Skills and EQ in Enterprise

Risk Management Wei Hwei Hong 16 November 2018

18 January 2019

The Importance of Soft Skills and EQ in Enterprise Risk Management Enterprise Risk Management (ERM) & Sustainability Reporting Programme

Khairul Anuar Bin Shaharudin 16 August 2018

31 October 2018

Sustainable Housing Futures Conference, the New Urban AgendaThe Effective Boards in a VUCA World

Kok Wee Wah 13 December 201810 December 2018

Companies of the Future – The Role for Boards Financial Instrument Updates-An Analysis of MFRS9 (2014) Version

Dato’ Hj. Razif Ratha Bin Abdullah

2 October 201812 & 13 November 2018

SST Implementation and ChallengesMandatory Accreditation Programme

Datin Gan Jew is unable to attend external training program due to her busy travelling schedule. However, she had gained other relevant knowledge through reading material and relevant trade discussion.



Part III – Remuneration

6.0 The level and composition of remuneration of directors and senior management consider the company’s desire to attract and retain the right talent in the board and senior management to drive the company’s long-term objectives. Remuneration policies and decisions are made through a transparent and independent process.

The RC and the Board ensure that the Company’s remuneration policy remains supportive of the Company’s corporate objectives and is aligned with the interest of shareholders, and further that the remuneration packages of Directors and key Senior Management Officers are sufficiently attractive to attract and to retain persons of high calibre.

The RC is entrusted under its terms of reference which are available at the Company’s website, reviews annually the performance of the Executive Directors and submits recommendations to the Board on specific adjustments in remuneration and/or reward payments that reflect their respective contributions for the year, depending on the performance of the Group, achievement of the goals and/or quantified organisational targets as well as strategic initiatives set at the beginning of each year.

The Board determines the remuneration of Non-Executive Directors and recommends the same for shareholders’ approval.

The Executive Directors are not entitled to the above Director’s fee and any meeting allowance for Board or Board Committee Meetings they attend. The remuneration package of the Executive Directors consists of monthly salary, bonus and benefits-in-kind such as company car and the benefit of Directors and Officers Liability Insurance in respect of any liabilities arising from acts committed in their capacity as Directors and Officers of the Company. The Directors and principal officers are required to contribute jointly towards the premium of the said policy.

During the financial year ended 31 March 2019, one (1) RC meeting was conducted and the details of their attendance of the meetings during the financial period are as follows:

Name of RC Member Attendance of meetings

%

Chairman: Kok Wee Wah(Independent Non-Executive Director)

1/1 100

Members: Khairul Anuar Bin Shaharudin(Independent Non-Executive Director)

1/1 100

Dato’ Hj. Razif Ratha Bin Abdullah(Independent Non-Executive Director)(Appointed w.e.f. 6 July 2018)

– –



7.0 Stakeholders can assess whether the remuneration of directors and senior management is commensurate with their individual performance, taking into consideration the company’s performance.

The details of the Directors’ remuneration (including benefits-in-kind) of each Director of the Company, paid and payable for the financial year ended 31 March 2019 are as follows:

Group

Categories of Remuneration

Directors Fees(RM)

Meeting Allowance

(RM)

Salary, Bonus and Incentive

(RM)

EPF Contribution

(RM)Benefit-in-kind

(RM)Executive DirectorsDato’ Dr. Teh Kim Poo – – 540,000 54,000 770Datin Gan Jew – – 240,000 24,000 770Teh Leng Kang – – 360,000 43,200 923Wei Hwei Hong – – 360,000 43,200 923Non–Executive Directors:Datuk Hj. Abdul Fatah Bin Hj. Iskandar 60,000 6,000 – – –Khairul Anuar bin Shaharudin 54,000 7,500 – – –Kok Wee Wah 54,000 7,500 – – –Dato’ Hj. Razif Ratha Bin Abdullah 36,000 6,000 – – –

The Number of Directors of the Group and Company whose remuneration fall within the following bands is tabulated as below:-

Group CompanyRange of Remuneration(RM)

Executive Directors

Non-Executive Directors

Executive Directors

Non-ExecutiveDirectors

Below RM50,000 – 1 – 1RM50,001 - RM100,000 – 3 – 3RM250,001 - RM300,000 1 – – –RM400,001 - RM450,000 2 – – –RM550,001 - RM600,000 1 – – –Total 4 4 – 4

The Executive Directors are also the key senior management of the Company, whose remuneration have been included in the disclosure under the Directors’ Remuneration above.

8.0 There is an effective and independent Audit Committee. The board is able to objectively review the Audit Committee’s findings and recommendations. The company’s financial statement is a reliable source of information.

The Chairman of the AC, Mr Kok Wee Wah is not the Chairman of the Board and members of the AC comprise of only Independent Non-Executive Directors.

The AC of the Company has incorporated a policy in the Terms of Reference that requires a former key audit partner to observe a cooling-off at least two years before being appointed as a member of AC. The Terms of Reference of AC are available for reference at the Company’s website.



The Board is committed to provide a balanced, clear and meaningful assessment of the financial performance and prospects of the Company via all disclosures and announcements made.

The Board is assisted by the AC to oversee and scrutinise the process and quality of the financial reporting, includes reviewing and monitoring the integrity of the financial statements and the appropriateness of the Company’s accounting policies to ensure accuracy, adequacy and completeness of the report, as well as in compliance with the relevant accounting standards.

The AC is responsible for reviewing audit, recurring audit-related and non-audit services provided by the External Auditors. These recurring audit-related and non-audit services comprise regulatory reviews and reporting, interim reviews, tax advisory and compliance services.

The terms of engagement for services provided by the External Auditors are reviewed by the AC prior to submission to the Board for approval.

All the AC members, who are financially literate and have direct communication channels with the External and Internal auditors, reviewed the Company’s financial statements prior to recommending them for approval by the Board.

The Financial Controller updates the AC regularly on the Group’s financial performance and highlights key issues in connection with the preparation of the financial results, including adoption of new accounting standard/policies.

As part of the governance process in reviewing the quarterly and yearly financial statements by the AC, the MD and the Financial Controller provided assurance to the AC that adequate processes and controls were in place for effective and efficient financial reporting and disclosures.

The AC has reviewed the provision of non-audit services by the External Auditors during the year and concluded that the provision of these services did not compromise the External Auditors’ independence and objectivity as the amount of the fees paid for these services was not significant when compared to the total fees paid to the External Auditors.

Having satisfied itself with Messrs Crowe Malaysia PLT’s performance, competency and audit independence as well as fulfilment of criteria as set out in the Auditors’ Independence Policy, the AC will recommend their re-appointment to the Board, upon which the shareholders’ approval will be sought at the AGM.

The Company has in placed an External Auditors Performance and Independent checklist and will adopt the same in the next financial year onwards to evaluate the performance of the External Auditors, including the review of the caliber of the audit firm, quality of processes, audit team, independence and objectivity, audit scope and planning, audit fees and audit communications.

The AC has also obtained a written assurance from the External Auditors confirming that they are and have been independent throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements.

The composition of AC is reviewed by NC and recommended to the Board for its approval. The NC in maintaining an independent and effective AC, will ensure that only an Independent Non-Executive Director who is financially literate, has the relevant expertise and experience, and the strong understanding of the Company’s business would be considered for appointment on AC. All the AC members will continue to attend training to keep themselves abreast of recent developments in accounting and auditing standards, practices and rules.

9.0 Companies make informed decisions about the level of risk they want to take and implement necessary controls to pursue their objectives. The board is provided with reasonable assurance that adverse impact arising from a foreseeable future event or situation on the company’s objectives is mitigated and managed.

The Board is ultimately responsible for the adequacy and integrity of the Company’s internal control system. Details pertaining to the Company’s internal control system and the reviews of its effectiveness are set out in the Statement on Risk Management and Internal Control of this Annual Report.



10.0 Companies have an effective governance, risk management and internal control framework and stakeholders are able to assess the effectiveness of such a framework.

The Board oversees, reviews and monitors the operation, adequacy and effectiveness of the Group’s system of internal controls.

The AC, through guidance by the internal auditors, advises the Board on areas of high risk faced by the Group and the adequacy and effectiveness of the governance, risk and control structures and processes throughout the Group. The Board deliberates the recommendations made by the AC on the action plans implemented and ensures the appropriate implementation of internal controls and mitigation measures to manage risks.

Further explanation on such process are disclosed in the Statement on Risk Management and Internal Control on page 49 to 52.

The AC is tasked to oversee the risk management framework of the Group, review the risk assessment and management policies formulated by Management together with the Internal Auditors and makes relevant recommendations to Management to update the Group Risk Profile. The AC also discusses with the Board on areas of high risk faced by the Group and the adequacy of compliance and control throughout the organisation, and makes relevant recommendations to the Board to manage residual risks. The Board has been integrating the risk issues into their decision making process whilst maintaining the flexibility to lead the business of the Group through the ever-changing internal and external environments.

The Company continues to maintain and review its internal control procedures to ensure the protection of its assets and its shareholders’ investment.

The Company has outsourced its Internal audit function to a professional services firm namely, Smart Focus Group to assist the AC in discharging its duties and responsibilities in respect of reviewing the adequacy and effectiveness of the Group’s risk management and internal control systems.

The internal auditor primarily acts as an assurance unit highlighting significant audit findings, areas for improvement, management comment on the audit findings and subsequently monitors the implementation of its recommended corrective actions.

The Statement on Risk Management and Internal Control as included on page 49 to 52 of this Annual Report provides the overview of the internal control framework adopted by the Company during the financial year ended 31 March 2019.

PRINCIPLE C – INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS

Part I – Communication with Stakeholders

11.0 There is continuous communication between the company and stakeholders to facilitate mutual understanding of each other’s objectives and expectations. Stakeholders are able to make informed decisions with respect to the business of the company, its policies on governance, the environment and social responsibility.

The Company strongly believes that effective and timely communication is essential in maintaining good relations with the shareholders, investors and investment community. To that end, the Board strives to provide shareholders and investors accurate, useful and timely information about the Company, its businesses and its activities via the timely release of quarterly financial results, press releases and announcements. Whilst the Company endeavours to provide as much information as possible, it is aware of the legal and regulatory framework governing the release of material and price sensitive information.



In addition to the above, shareholders and investors can make inquiries about investor relations matters with designated management personnel directly responsible for investor relations activities, via dedicated e-mail addresses available on the corporate website.

The MD and Financial Controller are responsible for determining materiality of information and ensuring timely, complete and accurate disclosure of material information to the investing public in accordance with securities laws and stock exchange rules and regulations, monitoring compliance with this policy and overseeing the disclosure controls and procedures.

Sufficient information would be provided to the Company Secretary for drafting of necessary announcement.

The Board is mindful that information which is expected to be material must be announced immediately, and that the confidential information should be handled properly to avoid leakage and improper use of such information.

The Board believes that a constructive and effective investor relationship is an essential factor in enhancing value for its shareholders. The Board also recognises the importance of being transparent and accountable to the Company’s investors and, as such, has various channels to maintain communication with them. The various channels of communications are through the quarterly announcements on financial results to Bursa Securities, relevant announcements and circulars, when necessary, the Annual and Extraordinary General Meetings and through the Group’s website where shareholders can access pertinent information concerning the Group.

Part II – Conduct of General Meetings

12.0 Shareholders are able to participate, engage the board and senior management effectively and make informed voting decisions at General Meetings.

The Company’s website provides all relevant corporate information and it is accessible by the public. The Company’s website includes share price information, all announcements made by the Company, Annual Reports, financial results, corporate calendar as well as the corporate governance statement of the Company.

Through the Company’s website, the stakeholders are able to direct queries to the Company.

In an effort to encourage greater shareholders’ participation at AGMs, the Board takes cognisance in serving longer than the required minimum notice period for AGMs, when possible. The Chairman cum the Senior Independent Director ensures that the Board is accessible to shareholders and an open channel of communication is cultivated.

The Company encloses the Annual Report together with the notice of AGM with regard to, amongst others, details of the AGM, their entitlement to attend the AGM, the right to appoint proxy and also qualification of proxy.

The Company allows a shareholder to appoint a proxy who may not be a member of the Company. If the proxy is not a member of the Company, he/she need not be an advocate, an approved company auditors or a person approved by the Registrar of Companies.

To further promote participation of members through proxies, which in line with the Listing Requirements, the Company had amended its Constitution to include explicitly the right of proxies to speak at general meetings.

The AGM of the Company provides the principal forum of dialogue and interaction between the Board and the shareholders. At each AGM, the Board presents the progress or performance of the Company and shareholders are given the opportunities to raise questions or to seek clarifications of pertinent and relevant information of the Company.



During the meeting, the Chairman, Board members and External Auditors are available to respond to shareholders’ queries.

The 24th AGM of the Company will be held on 30 August 2019.

Pursuant to the amendments to the Listing Requirements announced on 24 March 2016, the Board will put to vote all the resolutions set out in the notice of the AGM by poll at the Company’s AGM.

Each item of special business included in the notice of AGM will be accompanied by an explanation of the proposed resolutions. All shareholders or proxies will be briefed on the voting procedures prior to the poll voting by the share registrar. The outcome of the resolutions tabled and passed at the AGM is released to Bursa Securities on the same day of the meeting.

COMPLIANCE STATEMENT

The Board is satisfied that the Company has in 2018/2019 complied with the principles and recommendations of the MCCG save for otherwise indicated in this Statement.

This statement is made in accordance with the resolution of the Board dated 15 July 2019.



STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

INTRODUCTION

The Malaysian Code on Corporate Governance requires listed companies to maintain a sound system of internal control to safeguard shareholders’ investments and the Group’s assets. Paragraph 15.26(b) of the Listing Requirements requires Directors of listed companies to include a statement in their Annual Reports on the state of their internal controls. Set out below is the Board’s Risk Management and Internal Control Statement.

BOARD RESPONSIBILITY

The Board committed to ensure the existence of an appropriate risk management framework and sound, efficient and effective system of internal control to safeguard shareholders’ investment and the Group’s assets. The system is designed to provide reasonable assurance of effective operations and compliance with laws and regulations. The Board ensures the effectiveness of the system through periodic reviews. As there are limitations that are inherent in any system of internal control, this system is designed to manage rather than eliminate risks that may impede the achievement of the Group’s business objectives. Accordingly, it can only provide reasonable but not absolute assurance against material misstatement or loss. The system of internal control covers, inter alia, financial, operational and compliance controls and risk management procedures.

CONTROL ENVIRONMENT

The Group has an organisation structure that is aligned to business requirements. The internal control mechanism is embedded in the various work processes at appropriate levels in the Company. The Board is accountable for ensuring the existence and effectiveness of internal control and provides leadership and direction to senior management on the manner the Company controls its businesses, the state of internal control and its activities. In developing the internal control systems, consideration is given to the overall control environment of the Company, assessment of financial and operational risks and an effective monitoring mechanism.

INTERNAL AUDIT (“IA”)

The Board is fully aware of the importance of the internal audit function and has engaged an independent professional firm namely Smart Focus Group (“IA Firm”) to provide independent assurance to the Board and Audit Committee in providing an independent assessment on the adequacy, efficiency and effectiveness of the Group’s internal control system.

The IA Firm adopts a risk based approach and prepares its audit plan based on the risk profiles from the risk assessment of the business units of the Group. Scheduled internal audits are carried out based on the annual audit plan approved by the Audit Committee (“AC”). On a quarterly basis the IA Firm presents the Audit Committee with the internal audit reports.

During the year under review, Internal audit reviews were carried out by the Internal Audit team to address the related internal control weaknesses. Significant weaknesses identified during the reviews together with the improvement measures to strengthen the internal controls were reported accordingly.

The main elements in the system of internal control framework included:

• An organisational structure in the Group with formally defined lines of responsibility and delegation of authority;• Documentation of written policies and procedures for certain key operational areas;• Quarterly review of financial results by the Board and the AC; • Active participation and involvement by the Managing Director (“MD”) and the Executive Directors in the

day-to-day running of the major businesses and regular discussions with the Senior Management of smaller business units on operational issues;

• Review of internal audit reports and findings by the AC; and• Monthly review of Group management accounts by MD, Executive Directors and Management.


STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL (CONT’D)

INTERNAL AUDIT (“IA”) (CONT’D)

The IA also periodically reports on the activities performed, key strategic and control issues observed by IA to the AC in order to preserve its independence. The AC reviews and approves IA’s annual budget, audit plan and human resources requirements to ensure the function maintains an adequate number of internal auditors with sufficient knowledge, skills and experience. IA adopts the International Standards for the Professional Practice of Internal Auditing of The Institute of Internal Auditors (IIA), the definition of Internal Auditing, Code of Ethics, Practices and Framework in order to ensure standardisation and consistency in providing assurance on the adequacy, integrity and effectiveness of the Group’s overall system of internal controls, risk management and governance. IA has aligned its current internal audit practices with the Committee of Sponsoring Organisations of the Treadway Commission (“COSO”).

(COSO – USA Standard) and The Criteria of Control Board (COCO - Canadian Standard)’s Internal Controls – Integrated Framework. Using this framework, all internal control assessments performed by IA are based on the internal control elements, scope and coverage. IA continues to adopt the risk-based audit plan to ensure the programmes carried out are prioritised based on the Group’s key risks and core or priority areas. Input from various sources inclusive of the Enterprise Risk Management Framework, business plan, past audit issues. Management and Board are gathered, assessed and prioritised to derive the annual audit plan.

In 2019, reviews in various areas involving Plant Operations, Procurement and Governance. There were 3 reports issued, Internal Audit Review and Risk Management profiling reports. The Internal Audit function has reviewed the state of internal control on various operations within the Company based on the information provided by the management and line managers namely,

• Governance• Plant Operations • Procurement management • Warehouse Management • Safety Management

All reports from the IA reviews carried out were submitted and presented to the AC with the feedback and agreed corrective actions to be undertaken by Management. Subsequently, the progress of these corrective actions were monitored and verified by IA on a regular basis and submitted to the AC. IA committed to equip the internal auditors with sufficient knowledge, skills and competencies to discharge their duties and responsibilities.

QUALITY ASSURANCE

The IA develops and maintains a quality assurance and improvement programme that covers all aspects of IA activities. The quality assurance programme assesses the effectiveness of IA processes and identifies opportunities for improvement via both internal and external assessment. It has its own peer reviewer mechanism to ensure consistently good quality output of every audit engagement. The team leader is well experience to manage the internal audit assignments.

INFORMATION AND COMMUNICATION

While the Management has full responsibility in ensuring the effectiveness of internal control, which it establishes, the Board of Directors has the authority to assess the state of internal control as it deems necessary. In doing so, the Board has the right to enquire information and clarification from Management as well as to seek inputs from the AC, internal auditors, and other experts at the expense of the Company.


RISK MANAGEMENT

The Board has an established ongoing process for identifying, evaluating and managing the significant risks encountered by the Company in accordance to the Guidance for Directors of Public Listed Companies on Statement on Risk Management and Internal Control. Risk management is an integral part of the business operations and this process goes through a review process by the Board. Discussions have been conducted during the year involving different levels of managements to identify and address risks faced by the Group. These risks were summarized and included in the Group’s risk management report. The Group has an ongoing process for identifying, evaluating and managing the significant risks faced by the Group throughout the financial year under review and up to the date of approval of this statement for inclusion in the annual report by the Management. This is to ensure that all high risks are adequately addressed at various levels within the Group.

The Board regards risk management as an integral part of the Group’s business operations and has oversight over this critical area through the AC. The AC, supported by the Risk Management consultant, provides an independent assessment of the effectiveness of the Group’s Enterprise Risk Management (“ERM”) framework and reports to the Board. The Group’s ERM framework is in line with the international standards (COSO and ISO Standards) and involves systematically identifying, analysing, measuring, monitoring and reporting on the risks that may affect the achievement of its business objectives. This framework helps to reduce the uncertainties surrounding the Group’s internal and external environment, thus allowing it to maximise opportunities and minimise adverse incidences that may arise. The major risks to which the Group is exposed to are strategic, operational, regulatory, financial, market, technological, products and reputational risks.

The ERM process is based on the following principles:

• Consider and manage risks enterprise-wide;• Integrate risk management into business activities;• Manage risk in accordance with the Risk Management framework;• Tailor responses to business circumstances; and• Communicate risks and responses to Management

All identified risks are displayed on a 1 to 3 risk matrix based on their risk ranking to assist Management in prioritising their efforts and appropriately managing the different classes of risks. The Board and Management drive a pro-active risk management culture and regular risk awareness and coaching sessions are held to ensure that the Group’s employees have a good understanding and application of risk management principles. There is no dedicated ERM department, however the Executive Director and Head of Finance (“HOF”) who works closely with the Group’s operational managers are continuously to strengthen the risk management initiatives within the Group so that it responds effectively to the constantly changing business environment and is thus able to protect and enhance shareholder value.

The Board recognises the importance of ERM in enhancing shareholder value while upholding a high standard of corporate governance. Combining a strong and sustained commitment from the Board and Senior Management with a clear direction and oversight from all levels of leadership, the Group embraces a holistic risk management approach to achieve its business targets with minimal surprises.

Risk management policies and practices form part of Resintech’s overall strategies to chart positive growth in today’s rapidly evolving business environment. The Board continues to ensure that risk management is effectively institutionalised and its risk maturity level is elevated. This is achieved via a multitude of ERM initiatives clustered into key strategic areas, as part of the Group’s efforts to ensure smooth ERM practice on the ground coupled with continuous tracking and monitoring of risks and controls. It also strengthens its risk culture and practice, harmonise its risks and risk appetites at the operational level wherever possible.



RISK STRUCTURE/ACCOUNTABILITY AND RESPONSIBILITY

Further improving Resintech’s risk governance, ERM structures have been established at each department and subsidiary. The aim is for a risk culture to be internalised through risk ownership and to drive ERM implementation at the functional level. ERM Resource Persons also known as Head of Department (HOD) / Risk Coordinators (RCs), are appointed at each business unit, and act as the single point of contact to liaise directly with the Group‘s HOF in matters relating to ERM, including the submission of reports on a periodic basis. In addition, they are responsible for assisting their Heads of Department to manage and administer the business units’ risk portfolios, which include arranging, organising and coordinating ERM programmes.

ASSURANCE FROM THE MANAGEMENT

The Board has also received reasonable assurance from the MD, Head of Finance, and other Department Heads that the Group’s risk management and internal control system are operating adequately and effectively, in all material aspects, based on the risk management model adopted by the Group.

CONCLUSION

Pursuant to Paragraph 15.23 of the Listing Requirements, the External Auditors have reviewed this Statement on Risk Management and Internal Control for inclusion in this Annual Report. Their reviews were performed in accordance with Malaysian Approved Standard on Assurance Engagements, ISAE 3000 (Revised), Assurance Engagement Other than Audits or Reviews of Historical Financial Information and Audit and Assurance Practice Guide 3, Guidance for Auditors on Engagements to Report on the Statement on Risk Management and Internal Control included in the Annual Report issued by the Malaysian Institute of Accountants. Based on their reviews, nothing has come to their attention that causes them to believe that this Statement is not prepared, in all material respects, in accordance with the disclosures required by paragraph 41 and 42 of the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers and Practices 9.1 and 9.2 of the Malaysian Code on Corporate Governance 2017 to be set out, nor is factually inaccurate.

The Board is pleased to report that there were no major internal control weaknesses identified during the year, nor have any of the reported weaknesses resulted in material losses or contingencies requiring disclosure in the Group’s Annual Report. The Board is of the view that the existing system of the internal control is dynamic. Nevertheless, Management continues to take measures to strengthen the control environment. This statement is based on the consideration of the audit work performed by both the External Auditors and the Internal Auditors on financial and non-financial matters.



DIRECTORS’ RESPONSIBILITIES STATEMENT

The Board of Directors of the Company is responsible in preparing financial statements which are in accordance with the applicable Approved Accounting Standards in Malaysia and the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

The Directors are responsible for ensuring that the Company keeps proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group and the Company and which enable them to ensure that the financial statements comply with the Companies Act 2016, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, and the Malaysian Accounting Standards Board (MASB) approved accounting standards.

In preparing the financial statements for the financial year ended 31 March 2019, the Directors have:

a) adopted the relevant and appropriate accounting policies consistently;

b) made judgments and estimates that are reasonable and prudent;

c) adopted applicable accounting standards, subjects to any material departures, if any, which will be disclosed and explained in the financial statements; and

d) prepared the financial statements on the assumption that the Company and the Group will be operated as going concern.

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


ADDITIONAL COMPLIANCEINFORMATION

1. AUDIT AND NON-AUDIT FEES

The auditors’ remuneration including non-audit fees for the Company and the Group for the financial year ended 31 March 2019 are as follows:-

Details of Audit Fees Group (RM) Company (RM)-Statutory Audit Fees 208,000 60,000-Non-Audit Fees 5,000 5,000Total 213,000 65,000

2. MATERIAL CONTRACTS INVOLVING DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST

There were no material contracts entered into by the Company and its subsidiaries involving the interest of the Directors, Chief Executive who is not a Director or major shareholders, either still subsisting at the end of the financial year, or which was entered into since the end of the previous financial year.

3. UTILISATION OF PROCEEDS

There were no proceeds raised from any corporate proposals during the financial year.

4. RECURRENT RELATED PARTY TRANSACTIONS OF REVENUE NATURE (“RRPT”)

There was no shareholders’ mandate obtained in respect of RRPT of revenue or trading nature during the financial year end. However, details of transactions with related parties undertaken by the Group during the financial year end are disclosed in Note 37 of the financial statements.


56 Directors’ Report

62 Statement by Directors

62 Statutory Declaration

63 Independent Auditors’ Report

70Statements of Financial Position

FINANCIAL STATEMENTS

72Statements of Profit or Loss and Other Comprehensive Income

74Statements of Changes in Equity

77Statements of Cash Flows

79Notes to the Financial Statements


RESINTECH BERHAD (Incorporated in Malaysia) Company No : 341662 - X DIRECTORS’ REPORT

Page 1

The directors hereby submit their report and the audited financial statements of the Group and of the Company for the financial year ended 31 March 2019. PRINCIPAL ACTIVITIES The Company is principally engaged in the business of investment holding and the provision of management services. The principal activities of the subsidiaries are set out in Note 5 to the financial statements. There have been no significant changes in the nature of these activities during the financial year. RESULTS The Group The Company RM'000 RM'000 Profit after taxation for the financial year 3,505 3,629 Attributable to:- Owners of the Company 3,505 3,629 DIVIDENDS The Company paid a first interim single-tier dividend of 2.5 sen per ordinary share amounting to RM3,430,123 for the financial year ended 31 March 2019 on 4 February 2019. The directors do not recommend the payment of any further dividends for the financial year. RESERVES AND PROVISIONS There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the financial statement. ISSUES OF SHARES AND DEBENTURES During the financial year:- (a) there were no changes in the issued and paid-up share capital of the Company; and (b) there were no issues of debentures by the Company.

DIRECTORS’REPORT



Page 2

OPTIONS GRANTED OVER UNISSUED SHARES During the financial year, no options were granted by the Company to any person to take up any unissued shares in the Company. BAD AND DOUBTFUL DEBTS Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance for impairment losses on receivables, and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for impairment losses on receivables. At the date of this report, the directors are not aware of any circumstances that would require the further writing off of bad debts, or the additional allowance for impairment losses on receivables in the financial statements of the Group and of the Company. CURRENT ASSETS Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ensure that any current assets, which were unlikely to be realised in the ordinary course of business, including their value as shown in the accounting records of the Group and of the Company, have been written down to an amount which they might be expected so to realise. At the date of this report, the directors are not aware of any circumstances which would render the values attributed to the current assets in the financial statements misleading. VALUATION METHODS At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the existing methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate. CONTINGENT AND OTHER LIABILITIES At the date of this report, there does not exist:- (a) any charge on the assets of the Group and of the Company that has arisen since the end of the

financial year which secures the liabilities of any other person; or (b) any contingent liability of the Group and of the Company which has arisen since the end of the

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

DIRECTORS’REPORT (CONT’D)



Page 3

CHANGE OF CIRCUMSTANCES At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements of the Group and of the Company which would render any amount stated in the financial statements misleading. ITEMS OF AN UNUSUAL NATURE The results of the operations of the Group and of the Company during the financial year were not, in the opinion of the directors, substantially affected by any item, transaction or event of a material and unusual nature. There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors, to affect substantially the results of the operations of the Group and of the Company for the financial year in which this report is made. DIRECTORS The names of directors of the Company who served during the financial year and up to the date of this report are as follows:- Datuk Hj. Abdul Fatah Bin Hj. Iskandar, DSPM, JPN Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP Datin Gan Jew, PJK Teh Leng Kang, PJK Wei Hwei Hong Khairul Anuar Bin Shaharudin Kok Wee Wah Dato’ Hj. Razif Ratha Bin Abdullah The name of the director of the Company’s subsidiaries who served during the financial year and up to the date of this report, not including those directors mentioned above, is as follows:- Teh Hooi Ching Roslan Bin Mohamad Nanek (Appointed on 18.6.2019)




Page 4

DIRECTORS’ INTERESTS According to the register of directors’ shareholdings, the interests of directors holding office at the end of the financial year in shares of the Company and its related corporations during the financial year are as follows:- <----------------Number of Ordinary Shares-----------------> At At 1.4.2018 Bought Sold 31.3.2019 The Company Direct Interests Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP 58,975,599 - - 58,975,599 Datin Gan Jew, PJK 9,868,600 - - 9,868,600 Teh Leng Kang, PJK 6,200,002 - - 6,200,002 Deemed Interests Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP# 16,173,602 200,000 - 16,373,602 Datin Gan Jew, PJK# 65,280,601 200,000 - 65,480,601 Wei Hwei Hong# 6,200,002 - - 6,200,002 Notes:- # Deemed interested through spouses’ and children’s shareholdings in the Company. By virtue of their shareholdings in the Company, Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP and Datin Gan Jew, PJK are deemed to have interests in shares in its related corporations during the financial year to the extent of the Company’s interests, in accordance with Section 8 of the Companies Act 2016. The other directors holding office at the end of the financial year had no interest in shares of the Company or its related corporations during the financial year. DIRECTORS’ BENEFITS Since the end of the previous financial year, no director has received or become entitled to receive any benefit (other than a benefit included in the aggregate amount of remuneration received or due and receivable by directors shown in the financial statements, or the fixed salary of a full-time employee of the Company or related corporations) by reason of a contract made by the Company or a related corporation with the director or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest except for any benefits which may be deemed to arise from transactions entered into in the ordinary course of business with companies in which certain directors have substantial financial interests as disclosed in Note 37 to the financial statements. Neither during nor at the end of the financial year was the Group or the Company a party to any arrangements whose object is to enable the directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.




Page 5

DIRECTORS’ REMUNERATION The details of the directors’ remuneration paid or payable to the directors of the Company during the financial year are disclosed in Note 31 to the financial statements. INDEMNITY AND INSURANCE COST During the financial year, there was no indemnity given to or professional indemnity insurance effected for directors, officers or auditors of the Company. SUBSIDIARIES The details of the Group’s subsidiaries are disclosed in Note 5 to the financial statements. SIGNIFICANT EVENT DURING THE FINANCIAL YEAR The significant event during the financial year is disclosed in Note 41 to the financial statements.




Page 6

AUDITORS The auditors, Crowe Malaysia PLT (converted from a conventional partnership, Crowe Malaysia), have expressed their willingness to continue in office. The auditors’ remuneration are disclosed in Note 31 to the financial statements. Signed in accordance with a resolution of the directors dated 26 July 2019. Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP Teh Leng Kang, PJK



RESINTECH BERHAD (Incorporated in Malaysia) Company No : 341662 - X

Page 7

STATEMENT BY DIRECTORS PURSUANT TO SECTION 251(2) OF THE COMPANIES ACT 2016 We, Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP and Teh Leng Kang, PJK, being two of the directors of Resintech Berhad, state that, in the opinion of the directors, the financial statements set out on pages 70 to 167 are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 31 March 2019 and of their financial performance and cash flows for the financial year ended on that date. Signed in accordance with a resolution of the directors dated 26 July 2019. Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP Teh Leng Kang, PJK STATUTORY DECLARATION PURSUANT TO SECTION 251(1)(b) OF THE COMPANIES ACT 2016 I, Wei Hwei Hong, MIA Membership Number: 22445, being the director primarily responsible for the financial management of Resintech Berhad, do solemnly and sincerely declare that the financial statements set out on pages 70 to 167 are, to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the declaration to be true, and by virtue of the Statutory Declarations Act 1960. Subscribed and solemnly declared by the abovementioned Wei Hwei Hong, NRIC Number: 760909-10-5544 at Kuala Lumpur in the Federal Territory on this 26 July 2019.

Wei Hwei Hong

Before me Lai Din W668 Commissioner for Oaths

RESINTECH BERHAD (Incorporated in Malaysia) Company No : 341662 - X

Page 7

STATEMENT BY DIRECTORS PURSUANT TO SECTION 251(2) OF THE COMPANIES ACT 2016 We, Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP and Teh Leng Kang, PJK, being two of the directors of Resintech Berhad, state that, in the opinion of the directors, the financial statements set out on pages 70 to 167 are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 31 March 2019 and of their financial performance and cash flows for the financial year ended on that date. Signed in accordance with a resolution of the directors dated 26 July 2019. Dato’ Dr. Teh Kim Poo, DSSA, PJK, JP Teh Leng Kang, PJK STATUTORY DECLARATION PURSUANT TO SECTION 251(1)(b) OF THE COMPANIES ACT 2016 I, Wei Hwei Hong, MIA Membership Number: 22445, being the director primarily responsible for the financial management of Resintech Berhad, do solemnly and sincerely declare that the financial statements set out on pages 70 to 167 are, to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the declaration to be true, and by virtue of the Statutory Declarations Act 1960. Subscribed and solemnly declared by the abovementioned Wei Hwei Hong, NRIC Number: 760909-10-5544 at Kuala Lumpur in the Federal Territory on this 26 July 2019.

Wei Hwei Hong

Before me Lai Din W668 Commissioner for Oaths

STATEMENTBY DIRECTORS PURSUANT TO SECTION 251(2) OF THE COMPANIES ACT 2016

STATUTORYDECLARATIONPURSUANT TO SECTION 251(1)(b) OF THE COMPANIES ACT 2016


Page 8

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF RESINTECH BERHAD (Incorporated in Malaysia) Company No : 341662 - X REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS Opinion We have audited the financial statements of Resintech Berhad, which comprise the statements of financial position as at 31 March 2019 of the Group and of the Company, and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and notes to the financial statements, including a summary of significant accounting policies, as set out on pages 70 to 167. In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and of the Company as at 31 March 2019, and of their financial performance and their cash flows for the financial year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. Basis for Opinion We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence and Other Ethical Responsibilities We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the By-Laws and the IESBA Code. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the Group and of the Company for the current financial year. These matters were addressed in the context of our audit of the financial statements of the Group and of the Company as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

INDEPENDENTAUDITORS’ REPORT TO THE MEMBERS OF RESINTECH BERHAD(Incorporated in Malaysia) (Company No: 341662 - X)


Page 9

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF RESINTECH BERHAD (CONT’D) (Incorporated in Malaysia) Company No : 341662 - X Key Audit Matters (Cont’d) We have determined the matter described below to be the key audit matter to be communicated in our report. Valuation of investment properties Refer to Note 7 to the financial statements Key Audit Matter How our audit addressed the Key Audit Matter As at 31 March 2019, the carrying amount of investment properties amounted to RM35,381,000 representing 29% and 19% of the Group’s total non-current assets and total assets respectively. Investment properties are stated at fair value and any gains or losses arising from changes in the fair value are included in profit or loss in the year in which they arise. The Group has appointed independent professional valuers to perform valuations on its investment properties. The valuations are based on assumptions, amongst others, comparable historical transactions and adjustment factors to comparable transactions including location, size, condition, accessibility and design and market knowledge, estimated rental value per square foot, expected market growth and discount rate. We consider the valuation of the investment properties as an area of audit focus as such valuation involves significant judgement and estimates that are highly subjective.

Our procedures included, amongst others:- Assessed the objectivity, independence,

competence and capabilities of the professional valuers;

Reviewed the methodology adopted by the independent valuers in estimating the fair value of the investment properties and assessed whether such methodology is consistent with those used in the industry;

Evaluated the appropriateness of the data used by the professional valuers as input into their valuations; and

Interviewed the professional valuers, discussed and challenged the significant estimates and assumptions applied in their valuation process.

INDEPENDENTAUDITORS’ REPORT (CONT’D) TO THE MEMBERS OF RESINTECH BERHAD(Incorporated in Malaysia) (Company No: 341662 - X)


Page 10

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF RESINTECH BERHAD (CONT’D) (Incorporated in Malaysia) Company No : 341662 - X Key Audit Matters (Cont’d) Valuation of other investments Refer to Note 9 and Note 40.5(a)(i)(bb) to the financial statements Key Audit Matter How our audit addressed the Key Audit Matter The Group classifies its unquoted equity investments as Fair Value Through Other Comprehensive Income (“FVOCI”). In estimating the fair value of these investments, the Group used valuation techniques which took into consideration key assumptions, estimates and/or unobservable input information of the underlying companies in which the Group has invested in. We focused on this area as it involved the exercise of significant judgement by the directors and the use of assumptions and estimates.

Our procedures included, amongst others:- Obtained an understanding of the methodology

adopted by management in estimating the fair value of these investments and whether such methodology is consistent with those used in the industry;

Discussed with management to obtain an understanding of the related underlying data used as input to the valuation models;

Discussed with the management the key assumptions and estimates used in the valuation model; and

Assessed the appropriateness of the valuation techniques and checked the reasonableness of the discount rate used, with the assistance of our valuation experts.

Recoverability of advances to Green Rubber Development Plantation Co., Ltd. (“GRP”) Refer to Note 12 to the financial statements Key Audit Matter How our audit addressed the Key Audit Matter The Group has a 10% equity interest in GRP and has made advances of RM5,818,000 for the operations of GRP. The Group has the option to convert the advances made into cost of investment subsequently. GRP is involved in the plantation business and owns a piece of concession land of 6,000 hectares for a period of 70 years. An independent firm of professional valuers has been engaged in deriving the valuation of the plantation. The assessment of the recoverability of advances is significant to our audit as it is highly subjective and involves significant judgement.

Our procedures included, amongst others:- Performed site visit to the plantation; Made inquiries with GRP’s management

regarding their action plans on planting and recovery of the investment made;

Obtained management’s impairment analysis and gained an understanding of their impairment assessment process;

Evaluated the appropriateness of the data used by the professional valuers as input into their valuations; and

Assessed the appropriateness of the valuation model, property related data, including estimates used by the professional valuers.



Page 11

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF RESINTECH BERHAD (CONT’D) (Incorporated in Malaysia) Company No : 341662 - X Key Audit Matters (Cont’d) Impairment of trade receivables Refer to Note 11 and Note 40.1(b)(iii) to the financial statements Key Audit Matter How our audit addressed the Key Audit Matter As at 31 March 2019, trade receivables that were past due and not impaired amounted to RM3,589,000. The details of trade receivables and its credit risk are disclosed in Note 11 and Note 40.1(b)(iii) to the financial statements. The management applied assumptions in assessing the level of allowance for impairment losses on trade receivables based on the following:- customers’ payment profiles of past sales and

corresponding historical credit losses; specific known facts or circumstances on

customers’ ability to pay; or by reference to past default experience.

The impairment assessment involves significant judgements and there is inherent uncertainty in the assumptions applied by the management to determine the level of allowance. We determined this to be a key audit matter due to the significant judgements and level of uncertainty involved in assessing the recoverability of trade receivables.

Our procedures included, amongst others:- Obtained an understanding of:- the Group’s control over the trade

receivables collection process; how the Group identifies and assesses the

impairment of trade receivables; and how the Group makes the accounting

estimates for impairment. Reviewed the ageing analysis of trade

receivables and testing the reliability thereof; Reviewed subsequent cash collections for

major trade receivables and overdue amounts; Made inquiries of management regarding the

action plans to recover overdue amounts; Compared and challenged management’s view

on the recoverability of overdue amounts to historical patterns of collection;

Examined other evidence including customer correspondences, proposed or existing settlement plans, repayment schedules; and

Evaluating the reasonableness and adequacy of the allowance for impairment loss recognised.



Page 12

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF RESINTECH BERHAD (CONT’D) (Incorporated in Malaysia) Company No : 341662 - X Information Other than the Financial Statements and Auditors’ Report Thereon The directors of the Company are responsible for the other information. The other information comprises the information included in the annual report, but does not include the financial statements of the Group and of the Company and our auditors’ report thereon. Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements of the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Financial Statements The directors of the Company are responsible for the preparation of the financial statements of the Group and of the Company that give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. The directors are also responsible for such internal control as the directors determine is necessary to enable the preparation of financial statements of the Group and of the Company that are free from material misstatement, whether due to fraud or error. In preparing the financial statements of the Group and of the Company, the directors are responsible for assessing the Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so. Auditors’ Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with approved standards on auditing in Malaysia and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.



Page 13

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF RESINTECH BERHAD (CONT’D) (Incorporated in Malaysia) Company No : 341662 - X Auditors’ Responsibilities for the Audit of the Financial Statements (Cont’d) As a part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:-

Identify and assess the risks of material misstatement of the financial statements of the Group and

of the Company, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit 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 Group’s and the Company’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

Conclude on the appropriateness of the directors’ use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s or the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements of the Group and of the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group or the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements of the Group

and of the Company, including the disclosures, and whether the financial statements of the Group and of the Company represent the underlying transactions and events in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial statements of the Group. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.



Page 14

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF RESINTECH BERHAD (CONT’D) (Incorporated in Malaysia) Company No : 341662 - X Auditors’ Responsibilities for the Audit of the Financial Statements (Cont’d) We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial statements of the Group and of the Company for the current financial year and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that the subsidiary of which we have not acted as auditors, is disclosed in Note 5 to the financial statements. OTHER MATTERS This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act 2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report. Crowe Malaysia PLT Kaw Hoong Siang LLP0018817-LCA & AF 1018 03379/06/2020 J Chartered Accountants Chartered Accountant Kuala Lumpur 26 July 2019



RESINTECH BERHAD (Incorporated in Malaysia) Company No : 341662 - X STATEMENTS OF FINANCIAL POSITION AT 31 MARCH 2019

The annexed notes form an integral part of these financial statements. Page 15

The Group The Company 2019 2018 2019 2018 NOTE RM'000 RM'000 RM'000 RM'000 ASSETS NON-CURRENT ASSETS Investments in subsidiaries 5 - - 43,060 43,060 Property, plant and equipment 6 79,094 80,916 - - Investment properties 7 35,381 28,595 - - Intangible assets 8 - - - - Other investments 9 7,626 1,799 - - 122,101 111,310 43,060 43,060 CURRENT ASSETS Inventories 10 23,377 22,454 - - Trade receivables 11 18,926 21,988 - - Other receivables, deposits and prepayments

12

11,104

10,668

1

1

Amount owing by subsidiaries 13 - - 24,134 23,945 Current tax assets 1,135 189 2 73 Short-term investments 14 566 101 - - Fixed deposits with licensed banks

15

3,471

4,227

-

-

Cash and bank balances 2,182 5,865 76 12 60,761 65,492 24,213 24,031

Asset classified as held for sale 16 5,600 5,600 - - TOTAL ASSET 188,462 182,402 67,273 67,091

STATEMENTS OFFINANCIAL POSITIONAT 31 MARCH 2019


RESINTECH BERHAD (Incorporated in Malaysia) Company No : 341662 - X STATEMENTS OF FINANCIAL POSITION AT 31 MARCH 2019 (CONT’D)


The Group The Company 2019 2018 2019 2018 NOTE RM'000 RM'000 RM'000 RM'000 EQUITY AND LIABILITIES EQUITY Share capital 17 68,602 68,602 68,602 68,602 Fair value reserve 18 5,675 - - - Revaluation reserve 19 27,847 28,529 - - Reserve relating to asset held for sale

16

3,857

3,857

-

-

Foreign exchange translation reserve

20

(496)

(924)

-

-

Retained profits 33,449 32,692 (1,380) (1,579) Equity attributable to the owners of the Company

138,934

132,756

67,222

67,023

Non-controlling interests (21) (21) - - TOTAL EQUITY 138,913 132,735 67,222 67,023 NON-CURRENT LIABILITIES Long-term borrowings 21 3,909 3,676 - - Deferred tax liabilities 24 13,813 13,303 - - 17,722 16,979 - - CURRENT LIABILITIES Trade payables 25 3,145 5,806 - - Other payables and accruals 26 3,612 3,186 51 68 Current tax liabilities 1,208 873 - - Short-term borrowings 27 16,811 18,844 - - Bank overdrafts 28 6,010 2,938 - - 30,786 31,647 51 68 Liabilities classified as held for sale 16 1,041 1,041 - - TOTAL LIABILITIES 49,549 49,667 51 68 TOTAL EQUITY AND LIABILITIES 188,462 182,402 67,273 67,091

STATEMENTS OFFINANCIAL POSITION (CONT’D) AT 31 MARCH 2019


RESINTECH BERHAD (Incorporated in Malaysia) Company No : 341662 - X STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019


The Group The Company 2019 2018 2019 2018 NOTE RM'000 RM'000 RM'000 RM'000 REVENUE 29 84,782 76,214 3,965 500 COST OF SALES (71,696) (62,203) - - GROSS PROFIT 13,086 14,011 3,965 500 OTHER INCOME 30 6,776 5,571 63 - 19,862 19,582 4,028 500 SELLING AND DISTRIBUTION EXPENSES (2,587) (2,388) - - ADMINISTRATIVE EXPENSES (8,160) (7,384) (388) (355) OTHER EXPENSES (2,359) (4,638) - - (13,106) (14,410) (388) (355) 6,756 5,172 3,640 145 FINANCE COSTS (1,643) (1,325) - - PROFIT BEFORE TAXATION 31 5,113 3,847 3,640 145 INCOME TAX EXPENSE 32 (1,608) (1,968) (11) - PROFIT AFTER TAXATION 3,505 1,879 3,629 145 OTHER COMPREHENSIVE INCOME, NET OF TAX Item that Will Not be Reclassified Subsequently

to Profit or Loss - Revaluation of property, plant and equipment

-

1,429

-

-

- Fair value changes of equity investments 1,095 - - - - Item that Will be Reclassified Subsequently to Profit or Loss

- Foreign currency translation differences

428

51

-

-

TOTAL OTHER COMPREHENSIVE INCOME

1,523

1,480

-

-

TOTAL COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR

5,028

3,359

3,629

145

STATEMENTS OF PROFIT OR LOSSAND OTHER COMPREHENSIVE INCOMEFOR THE FINANCIAL YEAR ENDED 31 MARCH 2019


RESINTECH BERHAD (Incorporated in Malaysia) Company No : 341662 - X STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 (CONT’D)


The Group The Company 2019 2018 2019 2018 NOTE RM'000 RM'000 RM'000 RM'000 PROFIT AFTER TAXATION ATTRIBUTABLE TO:-

Owners of the Company 3,505 1,879 3,629 145 Non-controlling interests - - - - 3,505 1,879 3,629 145 TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:-

Owners of the Company 5,028 3,359 3,629 145 Non-controlling interests - - - - 5,028 3,359 3,629 145 EARNINGS PER SHARE (SEN): 33 - Basic 2.55 1.37 - Diluted 2.55 1.37

STATEMENTS OF PROFIT OR LOSSAND OTHER COMPREHENSIVE INCOME (CONT’D) FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019


RES

INTE

CH

BER

HAD

(In

corp

orat

ed in

Mal

aysi

a)

Com

pany

No

: 341

662

- X

STAT

EMEN

TS O

F C

HAN

GES

IN E

QUI

TY

FOR

TH

E FI

NAN

CIA

L YE

AR E

ND

ED 3

1 M

ARC

H 2

019

The

anne

xed

note

s fo

rm a

n in

tegr

al p

art o

f the

se fi

nanc

ial s

tate

men

ts.

Pag

e 19

< --

------

------

---- N

on-D

istri

buta

ble

------

------

------

- >

Dis

tribu

tabl

e

R

eser

ve

Fore

ign

At

tribu

tabl

e

Rel

atin

g To

Ex

chan

ge

To

Ow

ners

N

on-

Shar

e R

eval

uatio

n As

set H

eld

Tran

slat

ion

Ret

aine

d O

f The

C

ontro

lling

Tota

l

Cap

ital

Res

erve

Fo

r Sal

e R

eser

ve

Prof

its

Com

pany

In

tere

sts

Equi

ty

R

M'0

00

RM

'000

R

M'0

00

RM

'000

R

M'0

00

RM

'000

R

M'0

00

RM

'000

Th

e G

roup

Bala

nce

at 1

.4.2

017

68,6

02

32,0

08

- (9

75)

29,7

62

129,

397

(21)

12

9,37

6

Pr

ofit

afte

r tax

atio

n fo

r the

fi

nanc

ial y

ear

- -

- -

1,87

9 1,

879

- 1,

879

O

ther

com

preh

ensi

ve in

com

e fo

r the

fi

nanc

ial y

ear,

net o

f tax

:

- For

eign

cur

renc

y tra

nsla

tion

diffe

renc

es

- -

- 51

-

51

- 51

- R

ealis

atio

n of

reva

luat

ion

rese

rve

- (7

60)

- -

760

- -

- - R

ecyc

le to

reta

ined

ear

ning

s ar

isin

g fro

m th

e d

ispo

sal o

f fre

ehol

d la

nd

-

(291

) -

-

291

- -

- - R

eval

uatio

n su

rplu

s du

ring

the

finan

cial

yea

r -

1,42

9 -

- -

1,42

9 -

1,42

9 - R

elat

ing

to N

on-C

urre

nt A

sset

Hel

d Fo

r Sal

e

- (3

,857

) 3,

857

- -

- -

-

To

tal c

ompr

ehen

sive

inco

me

for t

he

fina

ncia

l yea

r -

(3,4

79)

3,85

7 51

2,

930

3,35

9 -

3,35

9

Ba

lanc

e at

31.

3.20

18

68,6

02

28,5

29

3,85

7 (9

24)

32,6

92

132,

756

(21)

13

2,73

5

STA

TE

ME

NT

S O

FC

HA

NG

ES

IN E

QU

ITY

FOR

THE

FIN

ANCI

AL Y

EAR

END

ED 3

1 M

ARCH

201

9

The

anne

xed

note

s fo

rm a

n in

tegr

al p

art

of t

hese

fina

ncia

l sta

tem

ents

.


RES

INTE

CH

BER

HAD

(In

corp

orat

ed in

Mal

aysi

a)

Com

pany

No

: 341

662

- X

STAT

EMEN

TS O

F C

HAN

GES

IN E

QUI

TY

FOR

TH

E FI

NAN

CIA

L YE

AR E

ND

ED 3

1 M

ARC

H 2

019

(CO

NT’D

)

The

anne

xed

note

s fo

rm a

n in

tegr

al p

art o

f the

se fi

nanc

ial s

tate

men

ts.

Pag

e 20

<

-----

------

------

------

---- N

on-D

istri

buta

ble

------

------

------

------

--- >

D

istri

buta

ble

Res

erve

Fo

reig

n

Attri

buta

ble

Fa

ir

Rel

atin

g To

Ex

chan

ge

To

Ow

ners

N

on-

Sh

are

Valu

e R

eval

uatio

n As

set H

eld

Tran

slat

ion

Ret

aine

d O

f The

C

ontro

lling

Tota

l

C

apita

l R

eser

ve

Res

erve

Fo

r Sal

e R

eser

ve

Prof

its

Com

pany

In

tere

sts

Equi

ty

N

OTE

R

M'0

00

RM

'000

R

M'0

00

RM

'000

R

M’0

00

RM

'000

R

M'0

00

RM

'000

R

M'0

00

The

Gro

up

Ba

lanc

e at

31.

3.20

18

68

,602

-

28,5

29

3,85

7 (9

24)

32,6

92

132,

756

(21)

13

2,73

5 C

hang

es in

acc

ount

ing

polic

ies

42

- 4,

580

- -

- -

4,58

0 -

4,58

0

Ba

lanc

e at

1.4

.201

8

68

,602

4,

580

28,5

29

3,85

7 (9

24)

32,6

92

137,

336

(21)

13

7,31

5

Pr

ofit

afte

r tax

atio

n fo

r the

fi

nanc

ial y

ear

-

- -

- -

3,50

5 3,

505

- 3,

505

O

ther

com

preh

ensi

ve in

com

e fo

r the

fi

nanc

ial y

ear,

net o

f tax

:

- For

eign

cur

renc

y tra

nsla

tion

diffe

renc

es

-

- -

-

428

-

428

-

428

- Rea

lisat

ion

of re

valu

atio

n re

serv

e

- -

(682

) -

- 68

2 -

- -

- Fai

r val

ue c

hang

es o

f e

quity

inve

stm

ents

-

1,09

5 -

-

- -

1,

095

-

1,09

5

To

tal c

ompr

ehen

sive

inco

me

for t

he

fina

ncia

l yea

r

- 1,

095

(682

) -

428

4,18

7 5,

028

- 5,

028

C

ontri

butio

ns b

y an

d di

strib

utio

ns

to

owne

rs o

f the

Com

pany

:

- Div

iden

d

34

- -

- -

- (3

,430

) (3

,430

) -

(3,4

30)

Bala

nce

at 3

1.3.

2019

68,6

02

5,67

5 27

,847

3,

857

(496

) 33

,449

13

8,93

4 (2

1)

138,

913

STA

TE

ME

NT

S O

FC

HA

NG

ES

IN E

QU

ITY

(CO

NT’

D)

FOR

THE

FIN

ANCI

AL Y

EAR

END

ED 3

1 M

ARCH

201

9

The

anne

xed

note

s fo

rm a

n in

tegr

al p

art

of t

hese

fina

ncia

l sta

tem

ents

.


RESINTECH BERHAD (Incorporated in Malaysia) Company No : 341662 - X STATEMENTS OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 (CONT’D)

`The annexed notes form an integral part of these financial statements. Page 21

Share Retained Total

Capital Profits Equity NOTE RM'000 RM'000 RM'000 The Company Balance at 1.4.2017 68,602 (1,724) 66,878 Profit after taxation/Total comprehensive income for the financial year

-

145

145

Balance at 31.3.2018/1.4.2018 68,602 (1,579) 67,023 Profit after taxation/Total comprehensive income for the financial year

-

3,629

3,629

Contributions by and distribution to owners of the Company:

- Dividend 34 - (3,430) (3,430) Balance at 31.3.2019 68,602 (1,380) 67,222

STATEMENTS OFCHANGES IN EQUITY (CONT’D)FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019


RESINTECH BERHAD (Incorporated in Malaysia) Company No : 341662 - X STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019

`The annexed notes form an integral part of these financial statements. Page 22

The Group The Company 2019 2018 2019 2018

RM'000 RM'000 RM'000 RM'000 CASH FLOWS FROM/(FOR) OPERATING ACTIVITIES Profit before taxation 5,113 3,847 3,640 145 Adjustments for:- Allowance for impairment loss: - trade receivables 379 18 - - Bad debts written off 67 52 - - Depreciation of property, plant and equipment 5,265 5,683 - - Interest expense 1,598 1,271 - - Net unrealised foreign exchange (gain)/loss (51) 85 - - Property, plant and equipment written off 24 2 - - Dividend income (44) (5) (3,965) (500) Fair value adjustment on investment properties (4,985) (2,367) - - Gain on disposal of: - property, plant and equipment (66) (41) - - - investment properties - (523) - - Interest income (131) (70) - - Writeback of impairment loss: - trade receivables - (514) - - Operating profit/(loss) before working capital changes 7,169 7,438 (325) (355) Increase in inventories (923) (3,786) - - Decrease/(Increase) in trade and other receivables 1,914 (3,261) - - (Decrease)/Increase in trade and other payables

(2,237)

(462)

(17)

16

Payments made on behalf of subsidiaries - - (189) (127) NET CASH FROM/(FOR) OPERATIONS 5,923 (71) (531) (466) Income tax (paid)/refunded (1,559) (1,455) 60 (28) Interest paid (1,598) (1,271) - - NET CASH FROM/(FOR) OPERATING ACTIVITIES CARRIED FORWARD 2,766 (2,797) (471) (494)

STATEMENTS OFCASH FLOWSFOR THE FINANCIAL YEAR ENDED 31 MARCH 2019


RESINTECH BERHAD (Incorporated in Malaysia) Company No : 341662 - X STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 (CONT’D)


The Group The Company 2019 2018 2019 2018

NOTE RM'000 RM'000 RM'000 RM'000 NET CASH FROM/(FOR) OPERATING ACTIVITIES BROUGHT FORWARD 2,766 (2,797) (471) (494) CASH FLOWS (FOR)/FROM INVESTING ACTIVITIES

Proceeds from disposal of: - property, plant and equipment 66 162 - - - investment properties - 4,582 - - Dividend received 44 5 3,965 500 Interest received 131 70 - - Purchase of investment properties (1,334) (2,374) - - Purchase of other investments (152) (122) - - Purchase of property, plant and equipment 35(a) (2,388) (2,771) - - Placement of fixed deposits with tenure more than 3 months (63) - - - NET CASH (FOR)/FROM INVESTING ACTIVITIES (3,696) (448) 3,965 500 CASH FLOWS (FOR)/FROM FINANCING ACTIVITIES Drawdown of term loans 35(b) 1,210 2,720 - - Drawdown of bills payable 35(b) 54,844 47,902 - - Dividend paid (3,430) - (3,430) - Repayment of bills payable 35(b) (57,284) (42,544) - - Net repayment of term loans 35(b) (718) (678) - - Net repayment of hire purchase obligations

35(b)

(854)

(705)

-

-

NET CASH (FOR)/FROM FINANCING ACTIVITIES (6,232) 6,695 (3,430) - NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (7,162) 3,450 64 6 EFFECTS OF FOREIGN EXCHANGE TRANSLATION

53

2,000

-

-

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL YEAR 7,054 1,604 12 6 CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL YEAR 35(c) (55) 7,054 76 12

STATEMENTS OFCASH FLOWS (CONT’D)FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019


RESINTECH BERHAD (Incorporated in Malaysia) Company No : 341662 - X NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019

Page 24

1. GENERAL INFORMATION The Company is a public limited liability company, incorporated and domiciled in Malaysia. The registered office, which is also the principal place of business, is at Lot 3 & 5, Jalan Waja 14, Kawasan Perindustrian Telok Panglima Garang, 42500 Telok Panglima Garang, Selangor Darul Ehsan.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors dated 26 July 2019.

2. PRINCIPAL ACTIVITIES

The Company is principally engaged in the business of investment holding and the provision of management services. The principal activities of the subsidiaries are set out in Note 5 to the financial statements. There have been no significant changes in the nature of these activities during the financial year.

3. BASIS OF PREPARATION

The financial statements of the Group are prepared under the historical cost convention and modified to include other bases of valuation as disclosed in other sections under significant accounting policies, and in compliance with Malaysian Financial Reporting Standards (“MFRSs”), International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. 3.1 During the current financial year, the Group has adopted the following new accounting

standards and/or interpretations (including the consequential amendments, if any):- MFRSs and/or IC Interpretations (Including The Consequential Amendments) MFRS 9 Financial Instruments (IFRS 9 as issued by IASB in July 2014)

MFRS 15 Revenue from Contracts with Customers

IC Interpretation 22 Foreign Currency Transactions and Advance Consideration

Amendments to MFRS 2: Classification and Measurement of Share-based Payment Transactions

Amendments to MFRS 4: Applying MFRS 9 Financial Instruments with MFRS 4 Insurance Contracts

Amendments to MFRS 15: Effective Date of MFRS 15

Amendments to MFRS 15: Clarifications to MFRS 15 ‘Revenue from Contracts with Customers’

Amendments to MFRS 140 – Transfers of Investment Property

Annual Improvements to MFRS Standards 2014 – 2016 Cycles Amendments to MFRS 1: Deletion of Short-term Exemptions for First-time Adopters Amendments to MFRS 128: Measuring an Associate or Joint Venture at Fair Value

NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 31 MARCH 2019



Page 25

3. BASIS OF PREPARATION (CONT’D)

3.1 The adoption of the above accounting standards and/or interpretations (including the consequential amendments, if any) did not have any material impact on the Group’s financial statements except as follows:-

(i) MFRS 9 introduces a new classification and measurement requirements for

financial assets that reflects the business model in which the financial assets are managed and their cash flow characteristics. MFRS 9 contains 3 principal classification categories for financial assets i.e. measured at amortised cost, fair value through profit or loss, fair value through other comprehensive income and eliminates the previous categories of held to maturity, loans and receivables and available-for-sale financial assets. In addition, MFRS 9 replaces the ‘incurred loss’ model in MFRS 139 with the ‘expected credit loss’ model. This new impairment approach is forward-looking and eliminates the need for a trigger event to have occurred before credit losses are recognised. The impacts on the financial statements upon the initial application of this accounting standard are disclosed in Note 42 to the financial statements.

3.2 The Group has not applied in advance the following accounting standards and/or

interpretations (including the consequential amendments, if any) that have been issued by the Malaysian Accounting Standards Board (MASB) but are not yet effective for the current financial year:-

MFRSs and/or IC Interpretations (Including The Consequential Amendments) Effective Date

MFRS 16 Leases 1 January 2019

MFRS 17 Insurance Contracts 1 January 2021

IC Interpretation 23 Uncertainty Over Income Tax Treatments 1 January 2019

Amendments to MFRS 3: Definition of a Business 1 January 2020

Amendments to MFRS 9: Prepayment Features with Negative Compensation

1 January 2019

Amendments to MFRS 10 and MFRS 128: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

Deferred

Amendments to MFRS 101 and MFRS 108: Definition of Material 1 January 2020

Amendments to MFRS 119: Plan Amendment, Curtailment or Settlement

1 January 2019

Amendments to MFRS 128: Long-term Interests in Associates and Joint Ventures

1 January 2019

Amendments to References to the Conceptual Framework in MFRS Standards

1 January 2020

Annual Improvements to MFRS Standards 2015 – 2017 Cycles 1 January 2019

NOTES TO THEFINANCIAL STATEMENTS (CONT’D)FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019



Page 26

3. BASIS OF PREPARATION (CONT’D) 3.2 The Group has not applied in advance the following accounting standards and/or

interpretations (including the consequential amendments, if any) that have been issued by the Malaysian Accounting Standards Board (MASB) but are not yet effective for the current financial year (Cont’d):-

The adoption of the above accounting standards and/or interpretations (including the

consequential amendments, if any) is expected to have no material impact on the financial statements of the Group upon their initial application.

4. SIGNIFICANT ACCOUNTING POLICIES 4.1 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Key Sources of Estimation Uncertainty Management believes that there are no key assumptions made concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year other than as disclosed below:-

(a) Depreciation of Property, Plant and Equipment

The estimates for the residual values, useful lives and related depreciation charges for the property, plant and equipment are based on commercial factors which could change significantly as a result of technical innovations and competitors’ actions in response to the market conditions. The Group anticipates that the residual values of its property, plant and equipment will be insignificant. As a result, residual values are not being taken into consideration for the computation of the depreciable amount. Changes in the expected level of usage and technological development could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised. The carrying amount of property, plant and equipment as at the reporting date is disclosed in Note 6 to the financial statements.

(b) Property under Revaluation

Certain properties of the Group are reported at valuation which is based on valuations performed by independent professional valuers by reference to the selling prices of recent transactions and asking prices of similar properties of nearby location and where necessary, adjusting for tenure, location, size, market trends. Other factors such as model assumptions, market dislocations and unexpected correlations can also materially affect these estimates and the resulting valuations. The carrying amount of property measured at revaluation as at the reporting date is disclosed in Note 6 to the financial statements.




Page 27

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

4.1 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONT’D)

Key Sources of Estimation Uncertainty (Cont’d)

(c) Valuation of Investment Properties

Investment properties of the Group are reported at fair value which is based on valuations performed by independent professional valuers. The independent professional valuers have exercised judgement in determining the selling prices of recent transactions and asking prices of similar properties of nearby location and where necessary, adjusting for tenure, location, size, market trends used in the valuation process. Also, judgement has been applied in estimating prices for less readily observable external parameters. Other factors such as model assumptions, market dislocations and unexpected correlations can also materially affect these estimates and the resulting valuations. The carrying amount of investment properties measured at revaluation as at the reporting date is disclosed in Note 7 to the financial statements.

(d) Impairment of Property, Plant and Equipment and Investment Properties

The Group determines whether its property, plant and equipment and investment properties are impaired by evaluating the extent to which the recoverable amount of the asset is less than its carrying amount. This evaluation is subject to changes such as market performance, economic and political situation of the country. A variety of method is used to determine the recoverable amount, such as valuation reports and discounted cash flows. For discounted cash flows, significant judgement is required in the estimation of the present value of future cash flows generated by the assets, which involve uncertainties and are significantly affected by assumptions used and judgements made regarding estimates of future cash flows and discount rates.

(e) Fair Value Estimates for Unquoted Financial Assets

The Group carries certain financial assets that are not traded in an active market at fair value. The Group uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. The amount of fair value changes would differ if the Group uses different valuation methodologies and assumptions, and eventually affect profit and/or other comprehensive income. The carrying amounts of these financial assets as at the reporting date are disclosed in Note 9 to the financial statements.




Page 28


4.1 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONT’D)

Key Sources of Estimation Uncertainty (Cont’d)

(f) Write-down of Inventories

Reviews are made periodically by management on damaged, obsolete and slow-moving inventories. These reviews require judgement and estimates. Possible changes in these estimates could result in revisions to the valuation of inventories. The carrying amount of inventories as at the reporting date is disclosed in Note 10 to the financial statements.

(g) Impairment of Trade Receivables

The Group uses the simplified approach to estimate a lifetime expected credit loss allowance for all trade receivables. The Group develops the expected loss rates based on the payment profiles of past sales and the corresponding historical credit losses, and adjusts for qualitative and quantitative reasonable and supportable forward-looking information. If the expectation is different from the estimation, such difference will impact the carrying values of trade receivables. The carrying amount of trade receivables as at the reporting date is disclosed in Note 11 to the financial statements.

(h) Income Taxes There are certain transactions and computations for which the ultimate tax

determination may be different from the initial estimate. The Group recognises tax liabilities based on its understanding of the prevailing tax laws and estimates of whether such taxes will be due in the ordinary course of business. Where the final outcome of these matters is different from the amounts that were initially recognised, such difference will impact the income tax expense and deferred tax balances in the year in which such determination is made.




Page 29


4.1 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONT’D) Critical Judgements Made in Applying Accounting Policies Management believes that there are no instances of application of critical judgement in applying the Group’s accounting policies which will have a significant effect on the amounts recognised in the financial statements other than as disclosed below:-

(a) Classification between Investment Properties and Owner-occupied Properties

Some properties comprise a portion that is held to earn rentals or for capital

appreciation and another portion that is held for use in the production or supply of goods or services or for administrative purposes. If these portions could be sold separately (or leased out separately under a finance lease), the Group accounts for the portions separately. If the portions could not be sold separately, the property is an investment property only if an insignificant portion is held for use in the production or supply of goods or services or for administrative purposes.

Judgement is made on an individual property basis to determine whether ancillary

services are so significant that a property does not qualify as investment properties. (b) Classification of Leasehold Land

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




Page 30


4.2 BASIS OF CONSOLIDATION

The consolidated financial statements include the financial statements of the Company and its subsidiaries made up to the end of the reporting period.

Subsidiaries are entities controlled by the Group. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Potential voting rights are considered when assessing control only when such rights are substantive. The Group also 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. Subsidiaries are consolidated from the date on which control is transferred to the Group up to the effective date on which control ceases, as appropriate. Intragroup transactions, balances, income and expenses are eliminated on consolidation. Intragroup losses may indicate an impairment that requires recognition in the consolidated financial statements. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group. (a) Business Combinations

Acquisitions of businesses are accounted for using the acquisition method. Under the acquisition method, the consideration transferred for acquisition of a subsidiary is the fair value of the assets transferred, liabilities incurred and the equity interests issued by the Group at the acquisition date. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs, other than the costs to issue debt or equity securities, are recognised in profit or loss when incurred. In a business combination achieved in stages, previously held equity interests in the acquiree are remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised in profit or loss. Non-controlling interests in the acquiree may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets at the date of acquisition. The choice of measurement basis is made on a transaction-by-transaction basis.




Page 31


4.2 BASIS OF CONSOLIDATION (CONT’D) (b) Non-controlling Interests

Non-controlling interests are presented within equity in the consolidated statement of financial position, separately from the equity attributable to owners of the Company. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

(c) Changes in Ownership Interests in Subsidiaries Without Change of Control

All changes in the parent’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of consideration paid or received is recognised directly in equity of the Group.

(d) Loss of Control

Upon the loss of control of a subsidiary, the Group recognises any gain or loss on disposal in profit or loss which is calculated as the difference between:-

(i) the aggregate of the fair value of the consideration received and the fair

value of any retained interest in the former subsidiary; and (ii) the previous carrying amount of the assets (including goodwill), and

liabilities of the former subsidiary and any non-controlling interests.

Amounts previously recognised in other comprehensive income in relation to the former subsidiary are accounted for in the same manner as would be required if the relevant assets or liabilities were disposed of (i.e. reclassified to profit or loss or transferred directly to retained profits). The fair value of any investments retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under MFRS 9 (2018 - MFRS 139) or, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.




Page 32


4.3 FUNCTIONAL AND FOREIGN CURRENCIES

(a) Functional and Presentation Currency

The individual financial statements of each entity in the Group are presented in the currency of the primary economic environment in which the entity operates, which is the functional currency. The consolidated financial statements are presented in Ringgit Malaysia (“RM”), which is the Company’s functional and presentation currency and has been rounded to the nearest thousand, unless otherwise stated.

(b) Foreign Currency Transactions and Balances

Transactions in foreign currencies are converted into the respective functional currencies on initial recognition, using the exchange rates at the transaction dates. Monetary assets and liabilities at the end of the reporting period are translated at the exchange rates ruling as of that date. Non-monetary assets and liabilities are translated using exchange rates that existed when the values were determined. All exchange differences are recognised in profit or loss.

(c) Foreign Operations Assets and liabilities of foreign operations (including any goodwill and fair value

adjustments arising on acquisition) are translated to the Group’s presentation currency at the exchange rates at the end of the reporting period. Income, expenses and other comprehensive income of foreign operations are translated at exchange rates at the dates of the transactions. All exchange differences arising from translation are taken directly to other comprehensive income and accumulated in equity; attributed to the owners of the Company and non-controlling interests, as appropriate.

Goodwill and fair value adjustments arising from the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated at the closing rate at the end of the reporting period.

On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign subsidiary, or a partial disposal involving loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in an associate that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of that foreign operation attributable to the owners of the Company are reclassified to profit or loss as part of the gain or loss on disposal. The portion that related to non-controlling interests is derecognised but is not reclassified to profit or loss.




Page 33


4.3 FUNCTIONAL AND FOREIGN CURRENCIES (CONT’D) (c) Foreign Operations (Cont’d)

In addition, in relation to a partial disposal of a subsidiary that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences are reattributed to non-controlling interests and are not recognised in profit or loss. When the Group disposes of only part of its investment in an associate that includes a foreign operation while retaining significant influence, the proportionate share of the accumulative exchange differences is reclassified to profit or loss. In the consolidated financial statements, when settlement of an intragroup loan is neither planned nor likely to occur in the foreseeable future, the exchange differences arising from translating such monetary item are considered to form part of a net investment in the foreign operation and are recognised in other comprehensive income.

4.4 FINANCIAL INSTRUMENTS

Financial assets and financial liabilities are recognised in the statements of financial position when the Group has become a party to the contractual provisions of the instruments.

Financial instruments are classified as financial assets, financial liabilities or equity instruments in accordance with the substance of the contractual arrangement and their definitions in MFRS 132. Interest, dividends, gains and losses relating to a financial instrument classified as a liability are reported as an expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity.

Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the liability simultaneously.

A financial instrument is recognised initially at its fair value (other than trade receivables without significant financing component which are measured at transaction price as defined in MFRS 15 - Revenue from Contracts with Customers at inception). Transaction costs that are directly attributable to the acquisition or issue of the financial instrument (other than a financial instrument at fair value through profit or loss) are added to/deducted from the fair value on initial recognition, as appropriate. Transaction costs on the financial instrument at fair value through profit or loss are recognised immediately in profit or loss. Financial instruments recognised in the statements of financial position are disclosed in the individual policy statement associated with each item.




Page 34


4.4 FINANCIAL INSTRUMENTS (CONT’D)

(a) Financial Assets

All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value (through profit or loss, or other comprehensive income), depending on the classification of the financial assets. Debt Instruments (i) Amortised Cost

The financial asset is held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest. Interest income is recognised by applying the effective interest rate to the gross carrying amount of the financial asset. When the asset has subsequently become credit-impaired, the interest income is recognised by applying the effective interest rate to the amortised cost of the financial asset. The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts), excluding expected credit losses, through the expected life of the financial asset or a shorter period (where appropriate).

(ii) Fair Value through Other Comprehensive Income

The financial asset is held for both collecting contractual cash flows and selling the financial asset, where the asset’s cash flows represent solely payments of principal and interest. Movements in the carrying amount are taken through other comprehensive income and accumulated in the fair value reserve, except for the recognition of impairment, interest income and foreign exchange difference which are recognised directly in profit or loss. Interest income is calculated using the effective interest rate method.

(iii) Fair Value through Profit or Loss

All other financial assets that do not meet the criteria for amortised cost or fair value through other comprehensive income are measured at fair value through profit or loss.

The Group reclassifies debt instruments when and only when its business model for managing those assets change.




Page 35



(a) Financial Assets (Cont’d)

Equity Instruments

All equity investments are subsequently measured at fair value with gains and losses recognised in profit or loss except where the Group has elected to present the subsequent changes in fair value in other comprehensive income and accumulated in the fair value reserve at initial recognition.

The designation at fair value through other comprehensive income is not permitted if the equity investment is either held for trading or is designated to eliminate or significantly reduce a measurement or recognition inconsistency that would otherwise arise.

Dividend income from this category of financial assets is recognised in profit or loss when the Group’s right to receive payment is established unless the dividends clearly represent a recovery of part of the cost of the equity investments.

(b) Financial Liabilities (i) Financial Liabilities at Fair Value through Profit or Loss

Fair value through profit or loss category comprises financial liabilities that are either held for trading or are designated to eliminate or significantly reduce a measurement or recognition inconsistency that would otherwise arise. The changes in fair value of these financial liabilities are recognised in profit or loss.

(ii) Other Financial Liabilities

Other financial liabilities are subsequently measured at amortised cost using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts), through the expected life of the financial liability or a shorter period (where appropriate).




Page 36


4.4 FINANCIAL INSTRUMENTS (CONT’D) (c) Equity Instruments

Equity instruments classified as equity are measured initially at cost and are not remeasured subsequently.

Ordinary shares are classified as equity and recorded at the proceeds received, net of directly attributable transaction costs.

Dividends on ordinary shares are recognised as liabilities when approved for appropriation.

(d) Derecognition

A financial asset or part of it is derecognised when, and only when, the contractual rights to the cash flows from the financial asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. On derecognition of a financial asset measured at amortised cost, the difference between the carrying amount of the asset and the sum of the consideration received and receivable is recognised in profit or loss. In addition, on derecognition of a debt instrument classified as fair value through other comprehensive income, the cumulative gain or loss previously accumulated in the fair value reserve is reclassified from equity to profit or loss. In contrast, there is no subsequent reclassification of the fair value reserve to profit or loss following the derecognition of an equity investment.

A financial liability or a part of it is derecognised when, and only when, the obligation specified in the contract is discharged or cancelled or expires. On derecognition of a financial liability, the difference between the carrying amount of the financial liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

(e) Financial Guarantee Contracts

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specific debtor fails to make payment when due in accordance with the original or modified terms of a debt instrument.




Page 37



(e) Financial Guarantee Contracts (Cont’d) Financial guarantee contracts are recognised initially as liabilities at fair value, net of transaction costs. Subsequent to initial recognition, financial guarantee contracts are recognised as income in profit or loss over the period of the guarantee or, when there is no specific contractual period, recognised in profit or loss upon discharge of the guarantee. If the debtor fails to make payment relating to a financial guarantee contract when it is due and the Company, as the issuer, is required to reimburse the holder for the associated loss, the liability is measured at the higher of the amount of the credit loss determined in accordance with the expected credit loss model and the amount initially recognised less cumulative amortisation.

Accounting Policies Applied Until 31 March 2018 As disclosed in Note 42 to the financial statements, the Group has applied MFRS 9 with

cumulative financial impacts recognised in the opening consolidated statement of financial position on 1 April 2018 (date of initial application of MFRS 9) and hence, the comparative information of its financial instruments is not restated. As a result, the comparative information of the Group’s financial assets continues to be accounted for in accordance with their previous accounting policies as summarised below:-

(a) Financial assets were designated at fair value through profit or loss when the

financial asset was either held for trading or was designated to eliminate or significantly reduce a measurement or recognition inconsistency that would otherwise arise. Derivatives were also classified as held for trading unless they were designated as hedges. Financial assets at fair value through profit or loss were stated at fair value at each reporting date with any gain or loss arising on remeasurement recognised in profit or loss.

(b) Unquoted trade receivables and other receivables with fixed or determinable payments were classified as loans and receivables financial assets, measured at amortised cost using the effective interest method, less any impairment loss. Interest income was recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

(c) Available-for-sale financial assets were non-derivative financial assets not

classified in any of the other categories. After initial recognition, available-for-sale financial assets were remeasured to fair value at each reporting date with any gain and loss recognised in other comprehensive income and accumulated in the fair value reserve, with the exception of impairment losses. On derecognition, the cumulative gain or loss previously accumulated in the fair value reserve was reclassified from equity into profit or loss. Investments in equity instruments whose fair value cannot be reliably measured were measured at cost less accumulated impairment losses, if any.




Page 38


4.5 INVESTMENTS IN SUBSIDIARIES

Investments in subsidiaries are stated at cost in the statement of financial position of the Company, and are reviewed for impairment at the end of the reporting period if events or changes in circumstances indicate that the carrying values may not be recoverable. The cost of the investments includes transaction costs.

On the disposal of the investments in subsidiaries, the difference between the net disposal proceeds and the carrying amount of the investments is recognised in profit or loss.

4.6 PROPERTY, PLANT AND EQUIPMENT All items of property, plant and equipment are initially measured at cost. Cost includes

expenditure that are directly attributable to the acquisition of the asset and other costs directly attributable to bringing the asset to working condition for its intended use. Subsequent to initial recognition, all property, plant and equipment, other than land and buildings, are stated at cost less accumulated depreciation and any impairment losses. Freehold land is stated at valuation less impairment losses recognised after the date of the revaluation. Leasehold land is stated at revalued amount less amortisation and impairment losses, if any. Buildings are stated at revalued amount less accumulated depreciation and impairment losses recognised after the date of the revaluation. Land and buildings are revalued periodically, at least once in every five years. Surpluses arising from the revaluation are recognised in other comprehensive income and accumulated in equity under the revaluation reserve to the extent that it reverses a revaluation deficit of the same asset previously recognised in profit or loss. Deficits arising from the revaluation, to the extent that they are not supported by any previous revaluation surpluses, are recognised in profit or loss. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when the cost is incurred and it is probable that the future economic benefits associated with the asset will flow to the Group and the cost of the asset can be measured reliably. The carrying amount of parts that are replaced is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.




Page 39

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 4.6 PROPERTY, PLANT AND EQUIPMENT (CONT’D)

Freehold land is not depreciated. Depreciation on other property, plant and equipment is charged to profit or loss (unless it is included in the carrying amount of another asset) on a straight-line method to write off the depreciable amount of the assets over their estimated useful lives. Depreciation of an asset does not cease when the asset becomes idle or is retired from active use unless the asset is fully depreciated. The principal annual rates used for this purpose are:-

Leasehold land Over the lease period of 65 years to 99 years Buildings 2% Plant and machinery 10% Tools and equipment 10% - 20% Moulds 10% Furniture and fittings 10% Office equipment 10% - 12% Motor vehicles and forklifts 20% Electrical installation 10% Renovation 10% Store 20%

The depreciation method, useful lives and residual values are reviewed, and adjusted if appropriate, at the end of each reporting period to ensure that the amounts, method and periods of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of the property, plant and equipment. Any changes are accounted for as a change in estimate. When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from derecognition of the asset, being the difference between the net disposal proceeds and the carrying amount, is recognised in profit or loss. The revaluation reserve included in equity is transferred directly to retained profits on retirement or disposal of the asset. In addition, the Group also makes an annual transfer of the revaluation reserve to retained profits as the asset is used by the Group. In such a case, the amount of the revaluation reserve transferred would be the difference between depreciation based on the revalued carrying amount of the asset and depreciation based on the asset’s original cost.

4.7 INVESTMENT PROPERTIES Investment properties are properties which are owned or held under a leasehold interest to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. Investment properties are initially measured at cost. Cost includes expenditure that is directly attributable to the acquisition of the investment property.




Page 40

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 4.7 INVESTMENT PROPERTIES (CONT’D)

Subsequent to initial recognition, investment properties are stated at fair value with fair value changes recognised in profit or loss. Investment properties are derecognised when they have either been disposed of or when the investment property is permanently withdrawn from use and no future benefit is expected from its disposal. On the derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount is recognised in profit or loss.

Transfers are made to or from investment property only when there is a change in use. For a

transfer from investment property to owner-occupied property or inventories, the fair value at the date of change becomes the cost for subsequent accounting purposes. If owner-occupied property becomes an investment property, such property shall be accounted for in accordance with the accounting policy for property, plant and equipment up to date of change in use.

4.8 INTANGIBLE ASSETS

An intangible asset shall be recognised if, and only if it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and that the cost of the asset can be measured reliably. An entity shall assess the probability of the expected future economic benefits using reasonable and supportable assumptions that represent management’s best estimate of the set of economic conditions that will exist over the useful life of the asset. An intangible asset shall be measured initially at cost. The useful lives of intangible assets are assessed to be either finite or indefinite.

Intangible assets with finite lives are amortised over their useful economic lives and assessed for impairment whenever there is an indication that the intangible assets may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each financial period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as appropriate, and treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in profit or loss in the expense category consistent with the function of the intangible asset. The principal amortisation rates used for this purpose are:-

Franchisor fee 5 years Patent rights 10 years




Page 41

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 4.8 INTANGIBLE ASSETS (CONT’D)

Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the cash generating unit level. Such intangibles are not amortised. The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is made on a prospective basis.

4.9 LEASED ASSETS

(a) Finance Assets

A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and rewards incidental to ownership. Upon initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. The corresponding liability is included in the statement of financial position as hire purchase payables. Minimum lease payments made under finance leases are apportioned between the finance costs and the reduction of the outstanding liability. The finance costs, which represent the difference between the total leasing commitments and the fair value of the assets acquired, are recognised in the profit or loss and allocated over the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability for each accounting period. Leasehold land which in substance is a finance lease is classified as property, plant and equipment.

(b) Operating Lease All leases that do not transfer substantially to the Group all the risks and rewards incidental to ownership are classified as operating leases and, the leased assets are not recognised on the statement of financial position of the Group and of the Company.

Payments made under operating leases are recognised as an expense in the profit or loss on a straight-line method over the term of the lease. Lease incentives received are recognised as a reduction of rental expense over the lease term on a straight-line method. Contingent rentals are charged to profit or loss in the reporting period in which they are incurred.




Page 42

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 4.10 INVENTORIES Inventories are stated at the lower of cost and net realisable value. Cost is determined on the

weighted average cost method, and comprises the purchase price and incidentals incurred in bringing the inventories to their present location and condition. The cost of finished goods includes cost of materials, labour and an appropriate proportion of production overheads.

Net realisable value represents the estimated selling price less the estimated costs of completion and the estimated costs necessary to make the sale.

4.11 CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash in hand, bank balances, demand deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value with original maturity periods of three months or less. For the purpose of the statement of cash flows, cash and cash equivalents are presented net of bank overdrafts.

4.12 NON-CURRENT ASSETS HELD FOR SALE

Non-current assets (or disposal group comprising assets and liabilities) that are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. Immediately before classification as held for sale, the non-current assets (or the disposal group) are remeasured in accordance with the Group’s accounting policies. Upon classification as held for sale, the non-current assets (or the disposal group) are not depreciated and are measured at the lower of their previous carrying amount and fair value less cost to sell. Any differences are recognised in profit or loss.

4.13 IMPAIRMENT

(a) Impairment of Financial Assets

The Group recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised cost or at fair value through other comprehensive income, trade receivables, as well as on financial guarantee contracts. The expected credit loss is estimated as the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original effective interest rate. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. The Group always recognises lifetime expected credit losses for trade receivables using the simplified approach. The expected credit losses on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience and are adjusted for forward-looking information (including time value of money where appropriate).




Page 43

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 4.13 IMPAIRMENT (CONT’D)

(a) Impairment of Financial Assets (Cont’d)

For all other financial instruments, the Group recognises lifetime expected credit losses when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12 months expected credit losses. The Group recognises an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in debt instruments that are measured at fair value through other comprehensive income, for which the loss allowance is recognised in other comprehensive income and accumulated in the fair value reserve, and does not reduce the carrying amount of the financial asset in the statement of financial position. Accounting Policy Applied Until 31 March 2018 As disclosed in Note 42 to the financial statements, the Group has applied MFRS 9 with cumulative financial impacts recognised in the opening consolidated statement of financial position on 1 April 2018 (date of initial application of MFRS 9) and hence, the comparative information of its financial instruments is not restated. As a result, the comparative information on the impairment of the Group’s financial assets has been accounted for in accordance with its previous accounting policy as summarised below:- The Group assessed at the end of each reporting period whether there was objective evidence that a financial asset (or group of financial assets) was impaired. Impairment losses were incurred only if there was objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset and that events had an impact on the estimated future cash flows of the financial asset (or group of financial assets) that could be reliably estimated. In the case of equity investments classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost was considered an indicator that the assets are impaired.




Page 44

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 4.13 IMPAIRMENT (CONT’D)

(b) Impairment of Non-Financial Assets

The carrying values of assets, other than those to which MFRS 136 - Impairment of Assets does not apply, are reviewed at the end of each reporting period for impairment when an annual impairment assessment is compulsory or there is an indication that the assets might be impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. When the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount and an impairment loss shall be recognised. The recoverable amount of an asset is the higher of the assets' fair value less costs to sell and its value-in-use, which is measured by reference to discounted future cash flows using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where it is not possible to estimate the recoverable amount of an individual asset, the Group determines the recoverable amount of the cash-generating unit to which the asset belongs.

An impairment loss is recognised in profit or loss immediately unless the asset is carried at its revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of a previously recognised revaluation surplus for the same asset. Any impairment loss recognised in respect of a cash-generating unit is allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating units and then to reduce the carrying amounts of the other assets in the cash-generating unit on a pro rata basis. In respect of assets other than goodwill, and when there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in profit or loss immediately, unless the asset is carried at its revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

4.14 REVALUATION RESERVE

Surpluses arising from the revaluation of properties are credited to the revaluation reserve account. Deficits arising from the revaluation, to the extent that they are not supported by any previous revaluation surpluses, are charged to profit or loss.

In the year of disposal of the revalued asset, the attributable remaining revaluation surplus is transferred from the revaluation reserve account to retained profits.




Page 45


4.15 PROVISIONS

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

4.16 EMPLOYEE BENEFITS

(a) Short-term Benefits Wages, salaries, paid annual leave and bonuses are measured on an undiscounted

basis and are recognised in profit or loss in the period in which the associated services are rendered by employees of the Group.

(b) Defined Contribution Plans

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

4.17 BORROWING COSTS

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of those assets, until such time as the assets are ready for their intended use or sale. The capitalisation of borrowing costs is suspended during extended periods in which active development is interrupted.

All other borrowing costs are recognised in profit or loss as expenses in the period in which they are incurred.

4.18 INCOME TAXES

(a) Current Tax

Current tax assets and liabilities are expected amount of income tax recoverable or payable to the taxation authorities. Current taxes are measured using tax rates and tax laws that have been enacted or substantively enacted at the end of the reporting period and are recognised in profit or loss except to the extent that the tax relates to items recognised outside profit or loss (either in other comprehensive income or directly in equity).




Page 46

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 4.18 INCOME TAXES (CONT’D)

(b) Deferred Tax

Deferred tax are recognised using the liability method for all temporary differences other than those that arise from goodwill or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on the tax rates that have been enacted or substantively enacted at the end of the reporting period. Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. The carrying amounts of deferred tax assets are reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that the related tax benefits will be realised. Where investment properties are carried at their fair value, the amount of deferred tax recognised is measured using the tax rates that would apply on sale of those assets at their carrying value at the reporting date unless the property is depreciable and is held with the objective to consume substantially all of the economic benefits embodies in the property over time, rather than through sale.

Current and deferred tax items are recognised in correlation to the underlying transactions either in profit or loss, other comprehensive income or directly in equity. Deferred tax arising from a business combination is adjusted against goodwill or negative goodwill. Current tax assets and liabilities or deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same taxable entity (or on different tax entities but they intend to settle current tax assets and liabilities on a net basis) and the same taxation authority.

4.19 CONTINGENT LIABILITIES

A contingent liability is a possible obligation that arises from past events and whose

existence will only be confirmed by the occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that an outflow of economic resources will be required or the amount of obligation cannot be measured reliably.

A contingent liability is not recognised but is disclosed in the notes to the financial statements, unless the probability of outflow of economic benefits is remote. When a change in the probability of an outflow occurs so that the outflow is probable, it will then be recognised as a provision.




Page 47


4.20 EARNINGS PER ORDINARY SHARE

Basic earnings per ordinary share is calculated by dividing the consolidated profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the reporting period, adjusted for own shares held. Diluted earnings per ordinary share is determined by adjusting the consolidated profit or loss attributable to ordinary shareholders of the Company and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares.

4.21 OPERATING SEGMENTS

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

4.22 FAIR VALUE MEASUREMENTS

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using a valuation technique. The measurement assumes that the transaction takes place either in the principal market or in the absence of a principal market, in the most advantageous market. For non-financial asset, the fair value measurement takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

For financial reporting purposes, the fair value measurements are analysed into level 1 to

level 3 as follows:-

Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liability that the entity can access at the measurement date;

Level 2: Inputs are inputs, other than quoted prices included within level 1, that are

observable for the asset or liability, either directly or indirectly; and

Level 3: Inputs are unobservable inputs for the asset or liability.

The transfer of fair value between levels is determined as of the date of the event or change in circumstances that caused the transfer.




Page 48

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 4.23 REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue from contracts with customers is recognised by reference to each distinct

performance obligation in the contract with customer. Revenue from contracts with customers is measured at its transaction price, being the amount of consideration which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, net of sales and service tax, returns, rebates and discounts.

The Group recognises revenue when (or as) it transfers control over a product or service

to customer. An asset is transferred when (or as) the customer obtains control of that asset.

Depending on the substance of the contract, revenue is recognised when the performance

obligation is satisfied, which may be at a point in time or over time. The Group transfers control of a good or service at a point in time unless one of the following overtime criteria is met:-

The customer simultaneously receives and consumes the benefits provided as the

Group performs. The Group’s performance creates or enhances an asset that the customer

controls as the asset is created or enhanced.

The Group’s performance does not create an asset with an alternative use and the Group has an enforceable right to payment for performance completed to date.

(a) Sale of Goods

Revenue from sale of goods is recognised when the Group has transferred control of the goods to the customer, being when the goods have been delivered to the customer and upon its acceptance. Following delivery, the customer has full discretion over the manner of distribution and price to sell the goods, and bears the risks of obsolescence and loss in relation to the goods.

A receivable is recognised when the goods are delivered as this is the point in

time that the consideration is unconditional because only the passage of time is required before the payment is due.

(b) Services

Revenue from providing services is recognised over time in the period in which the services are rendered. For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously. As a practical expedient, the Group recognises revenue on a straight-line method over the period of service.




Page 49

4. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 4.24 REVENUE FROM OTHER SOURCES AND OTHER OPERATING INCOME

(a) Dividend Income

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

(b) Interest Income

Interest income is recognised on an accrual basis using the effective interest method. (c) Rental Income

Rental income is accounted for on a straight-line method over the lease term.

5. INVESTMENTS IN SUBSIDIARIES

The Company 2019 2018 RM’000 RM’000 Unquoted shares, at cost 44,418 44,418 Accumulated impairment losses (1,358) (1,358) 43,060 43,060

Details of the subsidiaries are as follows:-

Name of Subsidiary

Principal Place of Business/Country

of Incorporation

Percentage of Issued Share Capital Held

by Parent

Principal Activities

2019 2018 % % Direct subsidiaries:- Resintech Plastics Malaysia 100 100 Designing, manufacturing, (M) Sdn. Bhd. trading and marketing of a

diversified range of plastic pipes, water tanks and fittings, and investment holding. Resintech-Kapar Malaysia 100 100 Designing, manufacturing, Sdn. Bhd. trading and marketing of a

diversified range of Polyethylene, Polypropylene and Acrylonitrile Butadiene Styrene pipes, tanks and fittings.




Page 50

5. INVESTMENTS IN SUBSIDIARIES (CONT’D) Details of the subsidiaries are as follows (Cont’d):-

Name of Subsidiary


of Incorporation


by Parent


2019 2018 % % Direct subsidiaries (Cont’d):- Resintech Plastics Malaysia 100 100 Dormant. (Sarawak) Sdn. Bhd. (formerly known as Resintech Biowood

(Malaysia) Sdn. Bhd.) Sarpino’s (M) Sdn. Malaysia 100 100 Dormant. Bhd.

Sarpino’s Pizzeria Cambodia 100 100 Property holding. (Cambodia) Co., Ltd.

Indirect subsidiaries:- Resintech Engineering Malaysia 100 100 Dormant. Sdn. Bhd.^

Resintech (Sabah) Malaysia 100 100 Trading and marketing of a Sdn. Bhd.^ diversified range of plastic

pipes, water tanks and fittings. Resintech Products Malaysia 100 100 Trading and marketing of a Marketing Sdn. Bhd.^ diversified range of plastic

pipes, water tanks, fittings and children’s playground equipment. Vision Mould Specialist Malaysia 100 100 Dormant. (M) Sdn. Bhd.^

Exact Link Sdn. Bhd.^ Malaysia 100 100 Property holding. RT Water Technology Malaysia 60 60 Dormant. Sdn. Bhd.#




Page 51

5. INVESTMENTS IN SUBSIDIARIES (CONT’D) Details of the subsidiaries are as follows (Cont’d):-

Name of Subsidiary


of Incorporation


by Parent


2019 2018 % % Indirect subsidiaries (Cont’d):- PT Resintech Indonesia 100 100 Designing and

Indomas*√ manufacturing a range of plastic pipes, water tanks and fittings.

Notes:-

^ Interest held by Resintech Plastics (M) Sdn. Bhd. # Interest held by Resintech Engineering Sdn. Bhd.

* Interest held by Resintech Plastics (M) Sdn. Bhd. and Resintech-Kapar Sdn. Bhd. √ This subsidiary was audited by other firms of chartered accountants. Summarised financial information of non-controlling interests has not been presented as the non-controlling interests of the subsidiary is not individually material to the Group.



RES

INTE

CH

BER

HAD

(In

corp

orat

ed in

Mal

aysi

a)

Com

pany

No

: 341

662

- X

NO

TES

TO T

HE

FIN

ANC

IAL

STAT

EMEN

TS

FOR

TH

E FI

NAN

CIA

L YE

AR E

ND

ED 3

1 M

ARC

H 2

019

Pag

e 5

2

6.

PRO

PER

TY, P

LAN

T AN

D E

QUI

PMEN

T

Fore

ign

At

Ad

ditio

ns

D

epre

ciat

ion

Exch

ange

At

1.

4.20

18

(Not

e 35

) W

ritte

n O

ff C

harg

es

Diff

eren

ces

31.3

.201

9 Th

e G

roup

RM

’000

R

M'0

00

RM

'000

R

M'0

00

RM

'000

R

M'0

00

2019

Car

ryin

g Am

ount

Land

and

bui

ldin

gs

68

,977

17

6 -

(1,5

24)

71

67,7

00

Plan

t, m

achi

nery

, too

ls, e

quip

men

t and

mou

lds

9,

971

1,06

6 (2

4)

(2,9

68)

4 8,

049

Furn

iture

, fitt

ings

and

offi

ce e

quip

men

t

190

51

- (4

9)

- 19

2 M

otor

veh

icle

s an

d fo

rklif

ts

1,

319

1,29

9 -

(575

) -

2,04

3 El

ectri

cal i

nsta

llatio

n an

d re

nova

tion

45

8 79

8 -

(148

) 2

1,11

0 St

ore

1

- -

(1)

- -

80,9

16

3,39

0 (2

4)

(5,2

65)

77

79,0

94

NO

TE

S T

O T

HE

FIN

AN

CIA

L S

TAT

EM

EN

TS

(CO

NT’

D)

FOR

THE

FIN

ANCI

AL Y

EAR

END

ED 3

1 M

ARCH

201

9


RES

INTE

CH

BER

HAD

(In

corp

orat

ed in

Mal

aysi

a)

Com

pany

No

: 341

662

- X

NO

TES

TO T

HE

FIN

ANC

IAL

STAT

EMEN

TS

FOR

TH

E FI

NAN

CIA

L YE

AR E

ND

ED 3

1 M

ARC

H 2

019

Pag

e 5

3

6.

PRO

PERT

Y, P

LAN

T AN

D EQ

UIPM

ENT

(CO

NT’D

)

Fore

ign

Cla

ssifi

ed a

s

At

Ad

ditio

ns

Dep

reci

atio

n R

eval

uatio

n Ex

chan

ge

Hel

d fo

r Sal

e

At

1.4.

2017

(N

ote

35)

Dis

posa

l W

ritte

n O

ff C

harg

es

Surp

lus

Diff

eren

ces

(Not

e 16

) 31

.3.2

018

The

Gro

up

R

M’0

00

RM

'000

R

M’0

00

RM

'000

R

M'0

00

RM

'000

R

M'0

00

RM

’000

R

M'0

00

20

18

C

arry

ing

Amou

nt

La

nd a

nd b

uild

ings

75,1

97

34

- -

(1,5

39)

1,42

9 (5

44)

(5,6

00)

68,9

77

Plan

t, m

achi

nery

, too

ls,

equ

ipm

ent a

nd m

ould

s

11,3

25

2,35

1 (1

21)

(2)

(3,5

48)

- (3

4)

- 9,

971

Furn

iture

, fitt

ings

and

o

ffice

equ

ipm

ent

17

8 64

-

- (5

2)

- -

- 19

0 M

otor

veh

icle

s an

d fo

rklif

ts

1,06

7

638

-

-

(385

) -

(1

) -

1,

319

Elec

trica

l ins

talla

tion

a

nd re

nova

tion

62

7 -

- -

(156

) -

(13)

-

458

Stor

e

4 -

- -

(3)

- -

- 1

88,3

98

3,08

7 (1

21)

(2)

(5,6

83)

1,42

9 (5

92)

(5,6

00)

80,9

16

NO

TE

S T

O T

HE

FIN

AN

CIA

L S

TAT

EM

EN

TS

(CO

NT’

D)

FOR

THE

FIN

ANCI

AL Y

EAR

END

ED 3

1 M

ARCH

201

9



Page 54

6. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

At At Accumulated Carrying Cost Valuation Depreciation Amount

The Group RM'000 RM'000 RM'000 RM'000 2019 Land and buildings - 82,373 (14,673) 67,700 Plant, machinery, tools, equipment and moulds 62,691 - (54,642) 8,049 Furniture, fittings and office equipment

893

-

(701)

192

Motor vehicles and forklifts 6,917 - (4,874) 2,043 Electrical installation and renovation 4,551 - (3,441) 1,110 Store 108 - (108) - 75,160 82,373 (78,439) 79,094

2018 Land and buildings - 82,105 (13,128) 68,977 Plant, machinery, tools, equipment and moulds 65,641 - (55,670) 9,971 Furniture, fittings and office equipment

1,310

-

(1,120)

190

Motor vehicles and forklifts 6,036 - (4,717) 1,319 Electrical installation and renovation 3,753 - (3,295) 458 Store 108 - (107) 1 76,848 82,105 (78,037) 80,916




Page 55


(a) The carrying amount of the freehold and leasehold land and buildings at the end of the reporting period were as follows:-

The Group 2019 2018 RM’000 RM’000

Freehold land 2,248 2,248 Leasehold land 32,311 32,763 Buildings 33,141 33,966

67,700 68,977 (b) The carrying amount of the property, plant and equipment at the end of the reporting

period that have been pledged as security with the banks for credit facilities granted to the Group were as follows:-

The Group 2019 2018 RM'000 RM'000

Freehold land 1,300 1,300 Leasehold land 22,029 24,535 Buildings 23,246 23,507 Plant and machinery 5,894 6,802

52,469 56,144 (c) Included in the carrying amount of property, plant and equipment at the end of the reporting

period were the following assets acquired under hire purchase terms:-

The Group 2019 2018 RM'000 RM'000

Motor vehicles 1,142 942 Plant and machinery 1,578 1,838

2,726 2,780




Page 56


(d) The titles to the following assets have not yet been issued by the relevant authorities:-

The Group 2019 2018 RM'000 RM'000

Leasehold land 16,745 18,252

(e) Land and buildings have been revalued in financial year 2015 by independent firms of professional valuers. The surpluses arising from the revaluation, net of deferred taxation, have been credited to other comprehensive income and accumulated in equity under the revaluation reserve. The details of the Group’s property and equipment carried at fair value are analysed as follows:-

Level 1 Level 2 Level 3 Total The Group RM'000 RM'000 RM'000 RM'000 2019 Freehold land - 2,248 - 2,248 Leasehold land - 32,311 - 32,311 Buildings - 33,141 - 33,141 - 67,700 - 67,700

2018 Freehold land - 2,248 - 2,248 Leasehold land - 32,763 - 32,763 Buildings - 33,966 - 33,966 - 68,977 - 68,977 The level 2 fair values have been determined based on the market comparison approach that reflects recent transaction prices for similar properties. The most significant input into this valuation approach is price per square foot of comparable properties. There has been no change to the valuation technique during the financial year. There were no transfers between level 1 and level 2 during the financial year.




Page 57

6. PROPERTY, PLANT AND EQUIPMENT (CONT’D) (f) The carrying amount, had the revalued freehold and leasehold land and buildings of the

Group been carried at cost less accumulated depreciation, would have been RM24,668,292 (2018 - RM25,160,602).

7. INVESTMENT PROPERTIES

Foreign At

1.4.2018 Changes in Fair Value

Additions

Exchange Differences

At 31.3.2019

The Group RM’000 RM’000 RM’000 RM’000 RM’000 Carrying Amount At fair value:- Freehold land 24,246 5,032 903 364 30,545 Leasehold land 55 - - - 55 Buildings 4,294 (47) 431 103 4,781 28,595 4,985 1,334 467 35,381 Foreign At

1.4.2017 Changes in Fair Value

Addition

Disposals

Exchange Differences

At 31.3.2018

The Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 Carrying Amount At fair value:- Freehold land 24,000 2,372 2,374 (3,466) (1,034) 24,246 Leasehold land 55 - - - - 55 Buildings 5,284 (5) - (593) (392) 4,294 29,339 2,367 2,374 (4,059) (1,426) 28,595

(a) The freehold land and building with a total carrying value of approximately RM21,058,000

(2018 - RM17,655,000) have been pledged as security with a bank for credit facilities granted to the Group.




Page 58

7. INVESTMENT PROPERTIES (CONT’D) (b) The fair values of investment properties are analysed as follows:-

Level 1 Level 2 Level 3 Total

The Group RM’000 RM’000 RM’000 RM’000 2019 Freehold land - 30,545 - 30,545 Leasehold land - 55 - 55 Buildings - 4,781 - 4,781

- 35,381 - 35,381

2018 Freehold land - 24,246 - 24,246 Leasehold land - 55 - 55 Buildings - 4,294 - 4,294

- 28,595 - 28,595

The level 2 fair values of the freehold and leasehold land and buildings have been derived

using the market comparison approach performed by independent valuers. Sale prices of comparable properties in close proximity are adjusted for differences in key attributes such as property size. The most significant input into this valuation approach is price per square foot of comparable properties. There has been no change to the valuation technique during the financial year.

There were no transfers between level 1 and level 2 during the financial year.

(c) Direct operating expenses arising from the investment properties are as follows:-

The Group 2019 2018 RM'000 RM'000

Assessment 21 21 Quit rent 32 21




Page 59

8. INTANGIBLE ASSETS

The Group 2019 2018 RM'000 RM'000

Licence fees:-

At cost 460 460 Accumulated amortisation (460) (460) - -

The intangible assets are in respect of patents for manufacturing of specific range of plastic pipes, and belong to the Group’s “Manufacturing and Trading” reportable segment. The licence fees represent the following:-

(a) the licensing rights to use a design patent acquired from KWH Pipe Ltd.; and (b) the grant of master franchise licences by Sarpino’s World Pte. Ltd.

9. OTHER INVESTMENTS The Group The Company 2019 2018 2019 2018 RM'000 RM'000 RM'000 RM'000 At 1 April - As previously reported 1,799 1,677 420 420 - Effects on adoption of MFRS 9 4,580 - - -

Amount reported under MFRS 9 (2018 - MFRS 139)

6,379

1,677

420

420

Addition during the financial year 152 122 - - Changes in fair value 1,095 - - -

At 31 March 7,626 1,799 420 420 Accumulated impairment losses - - (420) (420)

7,626 1,799 - -

Equity Investments at Fair Value Through Other Comprehensive Income (a) At 1 April 2018, the Group designated its investments in unquoted shares to be measured at

fair value through other comprehensive income because the Group intends to hold for long-term strategic purposes. In the last financial year, these investments were classified as available-for-sale financial assets and measured at cost.




Page 60

9. OTHER INVESTMENTS (CONT’D)

Equity Investments at Fair Value Through Other Comprehensive Income (Cont’d) (b) The fair value of each investment is summarised below:- The Group 2019 RM’000

Unquoted shares of Entity A 5,285 Unquoted shares of Entity B 2,341

7,626

10. INVENTORIES

The Group 2019 2018 RM'000 RM'000 At cost:- Materials-in-transit - 436 Raw materials 7,910 8,076 Finished goods 15,467 13,942 23,377 22,454

Recognised in profit or loss:- Inventories recognised as cost of sales 71,696 62,203





Page 61

11. TRADE RECEIVABLES

The Group 2019 2018 RM'000 RM'000 Trade receivables 20,625 23,367 Allowance for impairment losses (1,699) (1,379) 18,926 21,988 Allowance for impairment losses:- At 1 April (1,379) (1,887) Addition during the financial year (Note 31) (379) (18) Writeback during the financial year (Note 30) - 514 Write-off during the financial year 59 12 At 31 March (1,699) (1,379) The Group’s normal trade credit terms range from 30 to 120 (2018 - 30 to 120) days.

12. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

The Group The Company 2019 2018 2019 2018 RM'000 RM'000 RM'000 RM'000 Other receivables 7,955 10,186 - - Deposits 2,564 266 1 1 Prepayments 585 216 - - 11,104 10,668 1 1

Included in other receivables are advances of RM5,818,000 and RM2,045,000 (2018 - RM5,574,000 and RM2,345,000) for its two other investments in which the Group has the option to convert the advances made into cost of investment subsequently. The amounts are unsecured, interest-free and are likely to be converted into equity interest and classified as other investments.



Page 62

13. AMOUNT OWING BY SUBSIDIARIES

The Company 2019 2018 RM'000 RM'000 Non-trade balances 26,462 26,273 Allowance for impairment losses (2,328) (2,328) 24,134 23,945 The amount owing is non-trade in nature, unsecured, interest-free and repayable on demand. The amount owing is to be settled in cash.

14. SHORT-TERM INVESTMENTS The Group 2019 2018 RM’000 RM'000 At fair value:- Quoted shares 101 101 Money market fund 465 - 566 101 Market value of:- Quoted shares 101 101 Money market fund 465 -

The short-term investment is classified as financial asset at fair value through profit or loss, measured at fair value.

15. FIXED DEPOSITS WITH LICENSED BANKS

Included in the fixed deposits with licensed banks of the Group at the end of reporting period was an amount of RM163,000 (2018 - RM100,000) which has been pledged to licensed bank as security for banking facilities granted to the Group and is held in trust by a director of the Group. The effective interest rates of the deposits with licensed banks at the end of the reporting period ranged from 2.80% to 2.95% (2018 - 3.20% to 3.62%) per annum. The fixed deposits have maturity periods ranging from 1 to 12 months (2018 - 1 to 12 months).




Page 63

16. ASSET/LIABILITIES CLASSIFIED AS HELD FOR SALE The Group 2019 2018 RM'000 RM'000 Asset classified as held for sale:- Property, plant and equipment, at valuation (Note 6) 5,600 5,600

Reserve relating to asset held for sale:- Revaluation reserve (Note 19) 3,857 3,857

Liabilities classified as held for sale:- Deferred tax liabilities (Note 24) 834 834 Other liabilities 207 207

1

1,041 1,041

Included in other liabilities are deposit received from the purchaser and tax expenses. The above relates to a property which had been contracted for sale in the previous financial year. The transaction has not been completed as the agreement is still conditional upon the Approved Development Order, which shall be obtained from relevant authorities within 36 months from the date of the Joint Venture Agreement.

17. SHARE CAPITAL

The Group/The Company 2019 2018 2019 2018 Number of shares (’000) RM’000 RM’000 Issued and Fully Paid-Up Ordinary shares 137,205 137,205 68,602 68,602

The holders of ordinary shares are entitled to receive dividends as and when declared by the Company, and are entitled to one vote per ordinary share at meetings of the Company. The ordinary shares have no par value.

18. FAIR VALUE RESERVE

The fair value reserve represents the cumulative fair value changes (net of tax, where applicable) of investments designated at fair value through other comprehensive income (2018 - available-for-sale financial assets).




Page 64

19. REVALUATION RESERVE

The Group 2019 2018 RM'000 RM'000 At 1 April 28,529 32,008 Addition - 1,429 Realisation of revaluation reserve (682) (760) Recycle to retained profits arising from the disposal of freehold land - (291) Reserve relating to asset held for sale (Note 16) - (3,857) At 31 March 27,847 28,529

The revaluation reserve represents the surplus arising from the revaluation of the land and buildings of the Group, net of deferred tax and is not distributable by way of cash dividends.

20. FOREIGN EXCHANGE TRANSLATION RESERVE

The foreign exchange translation reserve arose from the translation of the financial statements of foreign subsidiaries whose functional currencies are different from the Group’s presentation currency.

21. LONG-TERM BORROWINGS

The Group 2019 2018 RM'000 RM'000 Secured:- Hire purchase payables (Note 22) 608 671 Term loans (Note 23) 3,301 3,005 3,909 3,676




Page 65

22. HIRE PURCHASE PAYABLES

The Group 2019 2018 RM'000 RM'000 Minimum hire purchase payments: - not later than 1 year 974 746 - later than 1 year and not later than 5 years 666 766 1,640 1,512 Future finance charges (170) (190) Present value of hire purchase payables 1,470 1,322 Analysed by:- Current liabilities (Note 27) 862 651 Non-current liabilities (Note 21) 608 671 1,470 1,322

The hire purchase payables of the Group at the end of the reporting period bore effective interest

rates ranging from 4.31% to 6.72% (2018 - 4.98% to 6.72%). The interest rates are fixed at the inception of the hire purchase arrangements.

23. TERM LOANS

The Group 2019 2018 RM’000 RM’000 Current liabilities (Note 27) 916 720 Non-current liabilities (Note 21) 3,301 3,005 4,217 3,725

Number Of Effective

Term Monthly Monthly Date Of The Group Loan Instalments Instalment Repayment 2019 2018

RM RM'000 RM'000

1 84 # March 2017 1,005 1,241 2 60 33,811 October 2017 1,315 1,635 3 84 # November 2017 687 849 4 95 # May 2018 400 - 5 98 # June 2018 340 - 6 97 # April 2018 470 -

4,217 3,725




Page 66

23. TERM LOANS (CONT’D) Note:-

# - Term loans 1, 3, 4, 5 and 6 are Islamic loans. The monthly instalment for term loans 1, 3, 4, 5 and 6 is the principal amount of RM19,697, RM13,485, RM6,061, RM5,152 and RM7,122 plus profit respectively.

The term loans of the Group at the end of the reporting period bore effective interest rates ranging from 5.65% to 6.10% (2018 - 5.65% to 6.10%) per annum and are secured in the same manner as the bills payable disclosed in Note 27 to the financial statements.

24. DEFERRED TAX LIABILITIES

The Group 2019 2018 RM’000 RM’000 At 1 April 13,303 13,779 Recognised in profit or loss (Note 32) 875 392 Arising from revaluation of properties - 27 Liabilities classified as held for sale (Note 16) - (834) Translation differences (365) (61) At 31 March 13,813 13,303

The deferred tax consists of the tax effects of the following items:-

The Group 2019 2018 RM’000 RM’000 Deferred tax liabilities:- Accelerated capital allowances 1,965 2,518 Revaluation of properties 11,848 10,785 13,813 13,303




Page 67

24. DEFERRED TAX LIABILITIES (CONT’D)

No deferred tax assets/(liabilities) are recognised on the following items:-

The Group 2019 2018 RM'000 RM'000 Unabsorbed capital allowances 4 - Unutilised tax losses 1,871 1,171 Allowance for impairment losses 698 319 Accelerated capital allowances (49) (28) Unrealised foreign exchange gain - (2) 2,524 1,460

25. TRADE PAYABLES The normal trade credit terms granted to the Group range from 30 to 90 (2018 - 30 to 90) days. 26. OTHER PAYABLES AND ACCRUALS

The Group The Company 2019 2018 2019 2018 RM’000 RM’000 RM’000 RM’000 Other payables 2,188 1,706 5 2 Accruals 298 529 46 66 Deposits received 1,126 951 - - 3,612 3,186 51 68

27. SHORT-TERM BORROWINGS

The Group 2019 2018 RM'000 RM'000 Secured:- Bills payable 15,033 17,473 Hire purchase payables (Note 22) 862 651 Term loans (Note 23) 916 720 16,811 18,844




Page 68

27. SHORT-TERM BORROWINGS (CONT’D) The bills payable of the Group at the end of the reporting period bore effective interest rates ranging

from 4.59% to 4.89% (2018 - 4.28% to 5.41%) per annum and are secured by:-

(a) legal charges over certain leasehold land and buildings of certain subsidiaries and of a related party;

(b) legal charges over certain freehold land and buildings of certain subsidiaries, as disclosed in

Note 6 and Note 7 to the financial statements; (c) a debenture over certain plant and machinery of a subsidiary; (d) a joint and several guarantee of certain directors; and (e) a corporate guarantee of the Company. Certain short-term borrowings totalling RM4,336,385 (2018 - RM1,384,422) imposed covenants on a subsidiary that has received the loans. The significant covenants of the short-term loans are as follows:- (a) the subsidiary’s tangible net worth must not be less than RM72,000,000 at all times; and

(b) the subsidiary’s debt servicing ratio must not be less than 2.50 times.

28. BANK OVERDRAFTS The bank overdrafts of the Group at the end of the reporting period bore effective interest rates

ranging from 8.32% to 8.39% (2018 - 8.29%) per annum and are secured in the same manner as the bills payable disclosed in Note 27 to the financial statements.




Page 69

29. REVENUE

The Group The Company 2019 2018 2019 2018 RM'000 RM'000 RM'000 RM'000 Sale of goods 84,782 76,214 - - Dividend income - - 3,965 500

84,782 76,214 3,965 500

30. OTHER INCOME

The Group The Company 2019 2018 2019 2018 RM'000 RM'000 RM'000 RM'000 Dividend income from short-term investments

44

5 -

- Fair value adjustment on investment properties 4,985 2,367 - - Gain on disposal of: - property, plant and equipment 66 41 - - - investment properties - 523 - - Gain on foreign exchange: - realised 991 1,060 - - - unrealised 56 - - - Interest income 131 70 - - Rental income 440 845 - - Writeback of impairment loss: - trade receivables - 514 - - Others 63 146 63 - 6,776 5,571 63 -




Page 70

31. PROFIT BEFORE TAXATION In addition to those disclosed in Note 30 to the financial statements, profit before taxation is arrived at after charging:-

The Group The Company 2019 2018 2019 2018 RM'000 RM'000 RM'000 RM'000 Allowance for impairment loss: - trade receivables 379 18 - - Audit fee: - statutory audit 185 185 37 37 - underprovision in the previous financial year 23 25 23 17 - other non-statutory services 5 42 5 42 - other auditors 8 8 - - Bad debts written off 67 52 - - Depreciation of property, plant and equipment (Note 6) 5,265 5,683 - - Directors’ fee 204 142 204 142 Directors’ non-fee emoluments: - salaries, bonuses and allowances 1,500 1,461 - - - defined contribution plan 164 160 - - - other benefits 30 24 27 21 Directors’ of the subsidiaries: - salaries, bonuses and allowances 95 81 - - - defined contribution plan 12 10 - - - other benefits 1 1 - - Interest expense on financial liabilities not at fair value: - bank overdrafts 455 422 - - - bills payable 786 590 - - - hire purchase 117 102 - - - term loans 240 157 - - Loss on foreign exchange: - realised 326 3,051 - - - unrealised 5 85 - - Property, plant and equipment written off 24 2 - - Rental expenses 386 198 - - Staff costs: - salaries, wages, bonuses and allowances

5,773 5,796 - -

- defined contribution plan 380 425 - - - other benefits 168 171 - -




Page 71

32. INCOME TAX EXPENSE

The Group The Company 2019 2018 2019 2018 RM'000 RM'000 RM'000 RM'000 Current tax: - for the financial year 1,188 2,038 11 - - overprovision in the previous financial year (455) (462) - - 733 1,576 11 - Deferred tax (Note 24): - origination and reversal of temporary differences (17) 672 - - - effect of differential in tax rate on fair value adjustment of investment properties 1,808 - - - - overprovision in the previous financial year (916) (280) - - 875 392 - - Total income tax expense 1,608 1,968 11 -

Domestic income tax is calculated at the Malaysian statutory tax rate of 24% (2018 - 24%) of the

estimated assessable profit for the financial year. The taxation of other jurisdictions is calculated at the rates prevailing in the respective jurisdiction.




Page 72

32. INCOME TAX EXPENSE (CONT’D) A reconciliation of the income tax expense applicable to the profit before taxation at the statutory tax rate to the income tax expense at the effective tax rate of the Group and the Company is as follows:-

The Group The Company 2019 2018 2019 2018 RM'000 RM'000 RM'000 RM'000 Profit before taxation 5,113 3,847 3,640 145 Tax at the statutory tax rate of 24% 1,227 923 874 35 Tax effects of:- Effect of different tax rates in other country (51) (43) - - Non-taxable gains (1,259) (781) (952) (120) Non-deductible expenses 769 2,893 89 85 Deferred tax assets not recognised during the financial year 240 - - - Utilisation of deferred tax assets not recognised in the

previous financial year - (45) - - Utilisation of reinvestment allowances (183) (237) - - Effect of differential tax rate on fair value adjustment of investment properties* 1,808 - - - Others 428 - - - Overprovision in the previous financial year: - current tax (455) (462) - - - deferred tax (916) (280) - - Income tax expense for the financial year 1,608 1,968 11 - Note:- * The Finance Act 2018 announced the change in the Real Property Gains Tax rate from 5% to

10% on disposal of properties held for more than 5 years with effect from 1 January 2019.




Page 73

32. INCOME TAX EXPENSE (CONT’D) Tax savings during the financial year arising from:- The Group 2019 2018 RM’000 RM’000

Utilisation of capital allowances claimed during the financial year 3,351 2,839 Utilisation of tax losses previously not recognised - 188 Utilisation of reinvestment allowances 763 988

33. EARNINGS PER SHARE

The basic earnings per ordinary share has been calculated based on the consolidated profit for the financial year attributable to the equity holders of the Company divided by the weighted average number of ordinary shares in issue during the financial year.

The Group 2019 2018

Earnings attributable to owners of the Company (RM’000)

3,505

1,879

Number of ordinary shares in issue (’000) 137,205 137,205

Basic earnings per share (Sen) 2.55 1.37

Diluted earnings per share (Sen) 2.55 1.37

The Company has not issued any dilutive potential ordinary shares and hence, the diluted earnings per share is equal to the basic earnings per share.




Page 74

34. DIVIDEND

The Company 2019 2018 RM'000 RM'000 In respect of the financial year ended 31 March 2019:- Interim dividend of 2.5 sen per ordinary share 3,430 -

35. CASH FLOW INFORMATION

(a) The cash disbursed for the purchase of property, plant and equipment is as follows:-

The Group 2019 2018 RM'000 RM'000

Cost of property, plant and equipment purchased (Note 6)

3,390

3,087

Amount financed through hire purchase (Note (b) below)

(1,002)

(316)

Cash disbursed for the purchase of property, plant and equipment 2,388 2,771



RES

INTE

CH

BER

HA

D

(Inco

rpor

ated

in M

alay

sia)

C

ompa

ny N

o : 3

4166

2 - X

N

OTE

S TO

TH

E FI

NAN

CIA

L ST

ATEM

ENTS

FO

R T

HE

FIN

ANC

IAL

YEAR

EN

DED

31

MAR

CH

201

9

P

age

75

35.

CAS

H F

LOW

INFO

RMAT

ION

(CO

NT’D

)

(b)

The

reco

ncilia

tions

of l

iabi

litie

s ar

isin

g fro

m fi

nanc

ing

activ

ities

are

as

follo

ws:

-

Te

rm

Bills

H

ire

Loan

s Pa

yabl

e Pu

rcha

se

Tota

l Th

e G

roup

R

M’0

00

RM

’000

R

M’0

00

RM

’000

2019

At 1

Apr

il

3,72

5 17

,473

1,

322

22,5

20

C

hang

es in

Fin

anci

ng C

ash

Flow

s

Pr

ocee

ds fr

om d

raw

dow

n

1,

210

54,8

44

- 56

,054

R

epay

men

t of b

orro

win

g pr

inci

pal

(718

) (5

7,28

4)

(854

) (5

8,85

6)

Rep

aym

ent o

f bor

row

ing

inte

rest

s

(2

40)

(786

) (1

17)

(1,1

43)

25

2 (3

,226

) (9

71)

(3,9

45)

N

on-c

ash

Cha

nges

N

ew h

ire p

urch

ase

(Not

e (a

) abo

ve)

- -

1,00

2 1,

002

Fina

nce

char

ges

reco

gnis

ed in

pro

fit o

r los

s

24

0 78

6 11

7 1,

143

24

0 78

6 1,

119

2,14

5

At

31

Mar

ch

4,21

7 15

,033

1,

470

20,7

20

N

OT

ES

TO

TH

EFI

NA

NC

IAL

STA

TE

ME

NT

S (C

ON

T’D

)FO

R TH

E FI

NAN

CIAL

YEA

R EN

DED

31

MAR

CH 2

019


RES

INTE

CH

BER

HA

D

(Inco

rpor

ated

in M

alay

sia)

C

ompa

ny N

o : 3

4166

2 - X

N

OTE

S TO

TH

E FI

NAN

CIA

L ST

ATEM

ENTS

FO

R T

HE

FIN

ANC

IAL

YEAR

EN

DED

31

MAR

CH

201

9

P

age

76

35.

CAS

H F

LOW

INFO

RMAT

ION

(CO

NT’D

)

(b)

The

reco

ncilia

tions

of l

iabi

litie

s ar

isin

g fro

m fi

nanc

ing

activ

ities

are

as

follo

ws

(Con

t’d):-

Te

rm

Bills

H

ire

Loan

s Pa

yabl

e Pu

rcha

se

Tota

l Th

e G

roup

R

M’0

00

RM

’000

R

M’0

00

RM

’000

2018

At 1

Apr

il

1,68

3 12

,115

1,

711

15,5

09

C

hang

es in

Fin

anci

ng C

ash

Flow

s

Pr

ocee

ds fr

om d

raw

dow

n

2,

720

47,9

02

- 50

,622

R

epay

men

t of b

orro

win

g pr

inci

pal

(678

) (4

2,54

4)

(705

) (4

3,92

7)

Rep

aym

ent o

f bor

row

ing

inte

rest

s

(1

57)

(590

) (1

02)

(849

)

1,88

5 4,

768

(807

) 5,

846

N

on-c

ash

Cha

nges

N

ew h

ire p

urch

ase

(Not

e (a

) abo

ve)

- -

316

316

Fina

nce

char

ges

reco

gnis

ed in

pro

fit o

r los

s

15

7 59

0 10

2 84

9

157

590

418

1,16

5

At

31

Mar

ch

3,72

5 17

,473

1,

322

22,5

20

N

OT

ES

TO

TH

EFI

NA

NC

IAL

STA

TE

ME

NT

S (C

ON

T’D

)FO

R TH

E FI

NAN

CIAL

YEA

R EN

DED

31

MAR

CH 2

019



Page 77

35. CASH FLOW INFORMATION (CONT’D)

(c) The cash and cash equivalents comprise the following:- The Group The Company 2019 2018 2019 2018 RM’000 RM’000 RM’000 RM’000

Fixed deposits with licensed banks 3,471 4,227 - -

Cash and bank balances

2,182

5,865

76

12

Money market funds 465 - - - Bank overdrafts (6,010) (2,938) - - 108 7,154 76 12 Less: Fixed deposits

pledged with licensed

bank and with tenure of more than 3 months (163) (100) - -

(55) 7,054 76 12




Page 78

36. KEY MANAGEMENT PERSONNEL COMPENSATION The key management personnel of the Group and of the Company include executive directors and non-executive directors of the Company and certain members of senior management of the Group and of the Company. The key management personnel compensation during the financial year are as follows:- The Group The Company 2019 2018 2019 2018 RM'000 RM'000 RM'000 RM'000 (a) Directors

Directors of the Company

Executive Directors Short-term employee benefits:

- salaries, bonuses and allowances 1,500 1,461 - -

- defined contribution benefit 164 160 - - - other benefits 3 3 - -

1,667 1,624 - - Non-executive Directors Short-term employee benefits:

- fees 204 142 204 142 - other benefits 27 21 27 21

231 163 231 163 1,898 1,787 231 163




Page 79

36. KEY MANAGEMENT PERSONNEL COMPENSATION (CONT’D) The key management personnel compensation during the financial year are as follows (Cont’d):- The Group The Company 2019 2018 2019 2018 RM'000 RM'000 RM'000 RM'000 (a) Directors (Cont’d)

Directors of the Subsidiaries Non-executive Directors Short-term employee benefits:

- salaries, bonuses and allowances 95 81 - -

- defined contribution benefits 12 10 - -

- other benefits 1 1 - - 108 92 - - Total directors’ remuneration (Note 31)

2,006

1,879

231

163

(b) Other Key Management

Personnel

Short-term employee benefits

1,058

931

-

-

Defined contribution benefits 111 100 - - Other benefits 11 11 - - Total compensation for other key management personnel 1,180 1,042 - -




Page 80

37. RELATED PARTY DISCLOSURES (a) Identities of Related Parties

Parties are considered to be related to the Group if the Group or the Company has the ability, directly or indirectly, to control or jointly control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group or the Company and the party are subject to common control.

In addition to the information detailed elsewhere in the financial statements, the Group has related party relationships with its directors, key management personnel and entities within the same group of companies.

(b) Significant Related Party Transactions and Balances

Other than those disclosed elsewhere in the financial statements, the Group and the Company also carried out the following significant transactions with the related parties during the financial year:-

The Group The Company 2019 2018 2019 2018 RM'000 RM'000 RM'000 RM'000

(i) Subsidiaries Advances from - - - 249 Advances to - - 240 - Payment on behalf of - - 98 2 Dividend received - - 3,965 500

(ii) Related party Rental paid/payable 168 150 - -




Page 81

38. OPERATING SEGMENTS

Operating segments are prepared in a manner consistent with the internal reporting provided to the Board of Directors as its chief operating decision maker in order to allocate resources to segments and to assess their performance. For management purposes, the Group is organised into business units based on their products and services provided. The Group is organised into three main reportable segments as follows:- Manufacturing and Trading Segment - involved in manufacturing and trading of diversified

range of plastics pipes, water tanks and fittings.

Services - involved in property holding. Investment Holding - involved in investment holding. Others - dormant. (a) The Board of Directors assesses the performance of the reportable segments based on

their profit before interest expense and taxation. The accounting policies of the reporting segments are the same as the Group’s accounting policies. Borrowings and investment-related activities are managed on a group basis and are not allocated to reportable segments.

(b) Each reportable segment assets is measured based on all assets of the segment other

than investments in associates and tax-related assets. (c) Each reportable segment liabilities is measured based on all liabilities of the segment other

than borrowings and tax-related liabilities. (d) Assets, liabilities and expenses which are common and cannot be meaningfully allocated to

the reportable segments are presented under unallocated items. Unallocated items comprise mainly current tax assets, current tax liabilities and deferred tax liabilities.

Transactions between reportable segments are carried out on agreed terms between both parties. The effects of such inter-segment transactions are eliminated on consolidation.



RES

INTE

CH

BER

HA

D

(Inco

rpor

ated

in M

alay

sia)

C

ompa

ny N

o : 3

4166

2 - X

N

OTE

S TO

TH

E FI

NAN

CIA

L ST

ATEM

ENTS

FO

R T

HE

FIN

ANC

IAL

YEAR

EN

DED

31

MAR

CH

201

9

Pag

e 82

38

. O

PER

ATIN

G S

EGM

ENTS

(CO

NT’D

)

Man

ufac

turin

g an

d Tr

adin

g

Serv

ices

In

vest

men

t H

oldi

ng

O

ther

s Th

e G

roup

20

19

R

M'0

00

RM

'000

R

M'0

00

RM

'000

R

M'0

00

R

even

ue

Exte

rnal

reve

nue

84

,782

-

- -

84,7

82

Inte

r-seg

men

t rev

enue

49,4

86

480

3,96

5 -

53,9

31

134,

268

480

3,96

5 -

138,

713

Con

solid

atio

n ad

just

men

ts

(5

3,93

1)

Con

solid

ated

reve

nue

84

,782

R

esul

ts

Se

gmen

t pro

fit b

efor

e in

tere

st a

nd ta

xatio

n

6,68

3 5,

472

3,64

1 (2

5)

15,7

71

Fina

nce

cost

s

(1,6

43)

Con

solid

atio

n ad

just

men

ts

(9

,015

)

C

onso

lidat

ed p

rofit

bef

ore

taxa

tion

5,

113

NO

TE

S T

O T

HE

FIN

AN

CIA

L S

TAT

EM

EN

TS

(CO

NT’

D)

FOR

THE

FIN

ANCI

AL Y

EAR

END

ED 3

1 M

ARCH

201

9


RES

INTE

CH

BER

HA

D

(Inco

rpor

ated

in M

alay

sia)

C

ompa

ny N

o : 3

4166

2 - X

N

OTE

S TO

TH

E FI

NAN

CIA

L ST

ATEM

ENTS

FO

R T

HE

FIN

ANC

IAL

YEAR

EN

DED

31

MAR

CH

201

9

Pag

e 83

38

. O

PER

ATIN

G S

EGM

ENTS

(CO

NT’D

)

Man

ufac

turin

g an

d Tr

adin

g

Serv

ices

In

vest

men

t H

oldi

ng

O

ther

s Th

e G

roup

20

19

R

M'0

00

RM

'000

R

M'0

00

RM

'000

R

M'0

00

Re

sults

(Con

t’d)

Se

gmen

t pro

fit in

clud

es th

e fo

llow

ing:

-

Fair

valu

e ad

just

men

t on

inve

stm

ent p

rope

rties

4,27

1 71

4 -

- 4,

985

Gai

n on

dis

posa

l of p

rope

rty, p

lant

and

equ

ipm

ent

66

-

- -

66

Inte

rest

inco

me

13

1 -

- -

131

Unr

ealis

ed fo

reig

n ex

chan

ge g

ain

53

-

- 3

56

Dep

reci

atio

n of

pro

perty

, pla

nt a

nd e

quip

men

t

(4,8

02)

(463

) -

- (5

,265

) Im

pairm

ent o

f tra

de re

ceiv

able

s

(379

) -

- -

(379

) U

nrea

lised

fore

ign

exch

ange

loss

- -

- (5

) (5

)

NO

TE

S T

O T

HE

FIN

AN

CIA

L S

TAT

EM

EN

TS

(CO

NT’

D)

FOR

THE

FIN

ANCI

AL Y

EAR

END

ED 3

1 M

ARCH

201

9


RES

INTE

CH

BER

HA

D

(Inco

rpor

ated

in M

alay

sia)

C

ompa

ny N

o : 3

4166

2 - X

N

OTE

S TO

TH

E FI

NAN

CIA

L ST

ATEM

ENTS

FO

R T

HE

FIN

ANC

IAL

YEAR

EN

DED

31

MAR

CH

201

9

Pag

e 84

38

. O

PER

ATIN

G S

EGM

ENTS

(CO

NT’D

)

Man

ufac

turin

g an

d Tr

adin

g

Serv

ices

In

vest

men

t H

oldi

ng

O

ther

s

Gro

up

2019

RM

'000

R

M'0

00

RM

'000

R

M'0

00

RM

'000

Asse

ts

Se

gmen

t ass

ets

19

4,82

3 35

,778

67

,273

7,

222

305,

096

Con

solid

atio

n ad

just

men

ts

(1

16,6

34)

Con

solid

ated

tota

l ass

ets

18

8,46

2

Ad

ditio

ns to

non

-cur

rent

ass

ets

othe

r tha

n

fina

ncia

l ins

trum

ents

are

:-

Prop

erty

, pla

nt a

nd e

quip

men

t

3,39

0 -

- -

3,39

0 In

vest

men

t pro

perti

es

1,

334

- -

- 1,

334

Oth

er in

vest

men

ts

15

2 -

- -

152

NO

TE

S T

O T

HE

FIN

AN

CIA

L S

TAT

EM

EN

TS

(CO

NT’

D)

FOR

THE

FIN

ANCI

AL Y

EAR

END

ED 3

1 M

ARCH

201

9


RES

INTE

CH

BER

HA

D

(Inco

rpor

ated

in M

alay

sia)

C

ompa

ny N

o : 3

4166

2 - X

N

OTE

S TO

TH

E FI

NAN

CIA

L ST

ATEM

ENTS

FO

R T

HE

FIN

ANC

IAL

YEAR

EN

DED

31

MAR

CH

201

9

Pag

e 85

38

. O

PER

ATIN

G S

EGM

ENTS

(CO

NT’D

)

Man

ufac

turin

g an

d Tr

adin

g

Serv

ices

In

vest

men

t H

oldi

ng

O

ther

s

Gro

up

2019

RM

'000

R

M'0

00

RM

'000

R

M'0

00

RM

'000

Liab

ilitie

s

Segm

ent l

iabi

litie

s

64,6

72

6,43

2 51

12

6 71

,281

U

nallo

cate

d lia

bilit

ies:

- d

efer

red

tax

liabi

litie

s

13,8

13

- hire

pur

chas

e pa

yabl

es

1,

470

- ter

m lo

ans

4,

217

- bills

pay

able

15,0

33

- ban

k ov

erdr

afts

6,01

0 - c

urre

nt ta

x lia

bilit

ies

1,

208

Con

solid

atio

n ad

just

men

ts

(6

3,48

3)

Con

solid

ated

tota

l lia

bilit

ies

49

,549

NO

TE

S T

O T

HE

FIN

AN

CIA

L S

TAT

EM

EN

TS

(CO

NT’

D)

FOR

THE

FIN

ANCI

AL Y

EAR

END

ED 3

1 M

ARCH

201

9


RES

INTE

CH

BER

HA

D

(Inco

rpor

ated

in M

alay

sia)

C

ompa

ny N

o : 3

4166

2 - X

N

OTE

S TO

TH

E FI

NAN

CIA

L ST

ATEM

ENTS

FO

R T

HE

FIN

ANC

IAL

YEAR

EN

DED

31

MAR

CH

201

9

Pag

e 86

38

. O

PER

ATIN

G S

EGM

ENTS

(CO

NT’D

)

Man

ufac

turin

g an

d Tr

adin

g

Serv

ices

In

vest

men

t H

oldi

ng

O

ther

s

Gro

up

2018

RM

'000

R

M'0

00

RM

'000

R

M'0

00

RM

'000

Rev

enue

Ex

tern

al re

venu

e

76,2

14

- -

- 76

,214

In

ter-s

egm

ent r

even

ue

50

,605

48

0 50

0 -

51,5

85

126,

819

480

500

- 12

7,79

9

C

onso

lidat

ion

adju

stm

ents

(51,

585)

C

onso

lidat

ed re

venu

e

76,2

14

Res

ults

Segm

ent p

rofit

bef

ore

inte

rest

and

taxa

tion

4,

990

1,47

0 14

4 (1

2)

6,59

2 Fi

nanc

e co

sts

(1

,325

) C

onso

lidat

ion

adju

stm

ents

(1,4

20)

Con

solid

ated

pro

fit b

efor

e ta

xatio

n

3,84

7

NO

TE

S T

O T

HE

FIN

AN

CIA

L S

TAT

EM

EN

TS

(CO

NT’

D)

FOR

THE

FIN

ANCI

AL Y

EAR

END

ED 3

1 M

ARCH

201

9


RES

INTE

CH

BER

HA

D

(Inco

rpor

ated

in M

alay

sia)

C

ompa

ny N

o : 3

4166

2 - X

N

OTE

S TO

TH

E FI

NAN

CIA

L ST

ATEM

ENTS

FO

R T

HE

FIN

ANC

IAL

YEAR

EN

DED

31

MAR

CH

201

9

Pag

e 87

38

. O

PER

ATIN

G S

EGM

ENTS

(CO

NT’D

)

Man

ufac

turin

g an

d Tr

adin

g

Serv

ices

In

vest

men

t H

oldi

ng

O

ther

s

Gro

up

2018

RM

'000

R

M'0

00

RM

'000

R

M'0

00

RM

'000

Resu

lts (C

ont’d

)

Segm

ent p

rofit

bef

ore

inte

rest

and

taxa

tion

incl

udes

the

follo

win

g:-

Fa

ir va

lue

adju

stm

ent o

n in

vest

men

t pro

perti

es

53

5 1,

832

- -

2,36

7 G

ain

on d

ispo

sal o

f pro

perty

, pla

nt a

nd e

quip

men

t

41

- -

- 41

G

ain

on d

ispo

sal o

f inv

estm

ent p

rope

rties

- 52

3 -

- 52

3 In

tere

st in

com

e

70

- -

- 70

R

ever

sal o

f im

pairm

ent o

f tra

de re

ceiv

able

s

514

- -

- 51

4 D

epre

ciat

ion

of p

rope

rty, p

lant

and

equ

ipm

ent

(5

,465

) (2

18)

- -

(5,6

83)

Impa

irmen

t of t

rade

rece

ivab

les

(1

8)

- -

- (1

8)

Unr

ealis

ed fo

reig

n ex

chan

ge lo

ss

(8

1)

- -

(4)

(85)

NO

TE

S T

O T

HE

FIN

AN

CIA

L S

TAT

EM

EN

TS

(CO

NT’

D)

FOR

THE

FIN

ANCI

AL Y

EAR

END

ED 3

1 M

ARCH

201

9


RES

INTE

CH

BER

HA

D

(Inco

rpor

ated

in M

alay

sia)

C

ompa

ny N

o : 3

4166

2 - X

N

OTE

S TO

TH

E FI

NAN

CIA

L ST

ATEM

ENTS

FO

R T

HE

FIN

ANC

IAL

YEAR

EN

DED

31

MAR

CH

201

9

Pag

e 88

38

. O

PER

ATIN

G S

EGM

ENTS

(CO

NT’D

)

Man

ufac

turin

g an

d Tr

adin

g

Serv

ices

In

vest

men

t H

oldi

ng

O

ther

s

Gro

up

2018

RM

'000

R

M'0

00

RM

'000

R

M'0

00

RM

'000

Asse

ts

Se

gmen

t ass

ets

18

9,98

1 30

,880

67

,092

7,

190

295,

143

Con

solid

atio

n ad

just

men

ts

(1

12,7

41)

Con

solid

ated

tota

l ass

ets

18

2,40

2

Ad

ditio

ns to

non

-cur

rent

ass

ets

othe

r tha

n

fina

ncia

l ins

trum

ents

are

:-

Prop

erty

, pla

nt a

nd e

quip

men

t

3,08

7 -

- -

3,08

7 In

vest

men

t pro

perti

es

2,

374

- -

- 2,

374

Oth

er in

vest

men

ts

12

2 -

- -

122

NO

TE

S T

O T

HE

FIN

AN

CIA

L S

TAT

EM

EN

TS

(CO

NT’

D)

FOR

THE

FIN

ANCI

AL Y

EAR

END

ED 3

1 M

ARCH

201

9


RES

INTE

CH

BER

HA

D

(Inco

rpor

ated

in M

alay

sia)

C

ompa

ny N

o : 3

4166

2 - X

N

OTE

S TO

TH

E FI

NAN

CIA

L ST

ATEM

ENTS

FO

R T

HE

FIN

ANC

IAL

YEAR

EN

DED

31

MAR

CH

201

9

Pag

e 89

38

. O

PER

ATIN

G S

EGM

ENTS

(CO

NT’D

)

Man

ufac

turin

g an

d Tr

adin

g

Serv

ices

In

vest

men

t H

oldi

ng

O

ther

s

Gro

up

2018

RM

'000

R

M'0

00

RM

'000

R

M'0

00

RM

'000

Liab

ilitie

s

Segm

ent l

iabi

litie

s

67,0

30

7,01

8 68

71

74

,187

U

nallo

cate

d lia

bilit

ies:

- d

efer

red

tax

liabi

litie

s

13,3

03

- hire

pur

chas

e pa

yabl

es

1,

322

- ter

m lo

ans

3,

725

- bills

pay

able

17,4

73

- ban

k ov

erdr

afts

2,93

8 - c

urre

nt ta

x lia

bilit

ies

87

3 C

onso

lidat

ion

adju

stm

ents

(64,

154)

C

onso

lidat

ed to

tal l

iabi

litie

s

49,6

67

NO

TE

S T

O T

HE

FIN

AN

CIA

L S

TAT

EM

EN

TS

(CO

NT’

D)

FOR

THE

FIN

ANCI

AL Y

EAR

END

ED 3

1 M

ARCH

201

9



Page 90

38. OPERATING SEGMENTS (CONT’D) Geographical Information

The following is an analysis of the Group’s revenue and non-current assets by geographical markets:- Revenue Non-Current Assets 2019 2018 2019 2018 RM’000 RM’000 RM’000 RM’000 Malaysia 72,163 66,329 103,007 93,201 Indonesia 7,217 5,717 5,713 6,134 Singapore 3,670 1,655 - - Cambodia 453 671 13,381 11,975 Others 1,279 1,842 - - 84,782 76,214 122,101 111,310

There are no major customers with revenue equal to or more than 10% of the Group revenue. 39. CAPITAL COMMITMENTS

The Group The Company 2019 2018 2019 2018 RM'000 RM'000 RM'000 RM'000 Purchase of property, plant and equipment

4,005

1,064

-

-




Page 91

40. FINANCIAL INSTRUMENTS The Group’s activities are exposed to a variety of market risk (including foreign currency risk,

interest rate risk and equity price risk), credit risk and liquidity risk. The Group’s overall financial risk management policy focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.

40.1 FINANCIAL RISK MANAGEMENT POLICIES The Group’s policies in respect of the major areas of treasury activity are as follows:-

(a) Market Risk

(i) Foreign Currency Risk

The Group is exposed to foreign currency risk on transactions and balances that are denominated in currencies other than the respective functional currencies of entities within the Group. The currencies giving rise to this risk are primarily United States Dollar (“USD”) and Indonesian Rupiah (“IDR”). Foreign currency risk is monitored closely on an ongoing basis to ensure that the net exposure is at an acceptable level. The Group also holds cash and cash equivalents denominated in foreign currencies for working capital purposes.

The Group’s exposure to foreign currency risk (a currency which is other than the functional currency of the entities within the Group) based on the carrying amounts of the financial instruments at the end of the reporting period is summarised below:-

Foreign Currency Exposure

United Ringgit States Indonesian Malaysia Dollar Rupiah Others Total The Group RM’000 RM’000 RM’000 RM’000 RM’000 2019 Financial Assets Other investments 2,341 5,285 - - 7,626 Trade receivables 17,504 86 1,020 316 18,926 Other receivables 2,137 5,818 - - 7,955 Short-term investments 566 - - - 566 Fixed deposits with licensed banks

3,471

-

-

-

3,471


1,290

655

200

37

2,182

27,309 11,844 1,220 353 40,726




Page 92

40. FINANCIAL INSTRUMENTS (CONT’D)

40.1 FINANCIAL RISK MANAGEMENT POLICIES (CONT’D)

(a) Market Risk (Cont’d)

(i) Foreign Currency Risk (Cont’d)

Foreign Currency Exposure (Cont’d)

United Ringgit States Indonesian Malaysia Dollar Rupiah Others Total The Group RM’000 RM’000 RM’000 RM’000 RM’000 2019 Financial Liabilities Trade payables 566 2,565 14 - 3,145 Other payables accruals

3,309

277

22

4

3,612

Bills payable 15,033 - - - 15,033 Hire purchase payables

1,470

-

-

-

1,470

Term loans 4,217 - - - 4,217 Bank overdrafts 6,010 - - - 6,010 30,605 2,842 36 4 33,487 Net financial (liabilities)/assets

(3,296)

9,002

1,184

349

7,239

Less: Net financial assets/(liabilities) denominated in the Company’s functional currency

(3,296)

252

1,184

-

(1,860) Currency exposure - 8,750 - 349 9,099




Page 93




(i) Foreign Currency Risk (Cont’d)

Foreign Currency Exposure (Cont’d)

United Ringgit States Indonesian Malaysia Dollar Rupiah Others Total The Group RM’000 RM’000 RM’000 RM’000 RM’000 2018 Financial Assets Other investments 38 1,761 - - 1,799 Trade receivables 20,913 108 913 54 21,988 Other receivables 2,688 7,498 - - 10,186 Short-term investments 101 - - - 101 Fixed deposits with licensed banks

4,227

-

-

-

4,227


4,602

1,084

142

37

5,865

32,569 10,451 1,055 91 44,166 Financial Liabilities Trade payables 674 5,005 19 108 5,806 Other payables accruals

2,553

47

13

573

3,186

Bills payable 17,473 - - - 17,473 Hire purchase payables

1,322

-

-

-

1,322

Term loans 3,725 - - - 3,725 Bank overdrafts 2,938 - - - 2,938 28,685 5,052 32 681 34,450 Net financial assets/(liabilities)

3,974

5,399

1,023

(590)

9,806

Less: Net financial assets denominated in the Company’s functional currency

3,974

2,456

1,023

-

7,453 Currency exposure - 2,943 - (590) 2,353




Page 94



(a) Market Risk (Cont’d) (i) Foreign Currency Risk (Cont’d)

Foreign Currency Risk Sensitivity Analysis

The following table details the sensitivity analysis to a reasonably possible change in the foreign currencies at the end of the reporting period, with all other variables held constant:-

The Group 2019 2018

Increase/ (Decrease)


RM’000 RM’000

Effects on Profit After Taxation United States Dollar: - strengthened by 5% 333 112 - weakened by 5% (333) (112) Others: - strengthened by 5% 13 (22) - weakened by 5% (13) 22




Page 95




(ii) Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to interest rate risk arises mainly from long-term borrowings with variable rates. The Group’s policy is to obtain the most favourable interest rates available and by maintaining a balanced portfolio mix of fixed and floating rate borrowings. The Group’s fixed rate borrowings are carried at amortised cost. Therefore, they are not subject to interest rate risk as defined in MFRS 7 since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates. Exposure to Interest Rate Risk

The Group 2019 2018 RM’000 RM’000 Fixed Rate Instruments Bills payable (15,033) (17,473) Hire purchase payables (1,470) (1,322) Fixed deposits with licensed banks 3,471 4,227 (13,032) (14,568)

Floating Rate Instruments Term loans (4,217) (3,725) Bank overdrafts (6,010) (2,938)

(10,227) (6,663)




Page 96




(ii) Interest Rate Risk (Cont’d) Interest Rate Risk Sensitivity Analysis The following table details the sensitivity analysis to a reasonably possible change in the interest rates as at the end of the reporting period, with all other variables held constant:- The Group 2019 2018



RM’000 RM’000

Effects on Profit After Taxation

Increase of 100 basis points (bp) (78) (51) Decrease of 100 bp 78 51

(iii) Equity Price Risk

The Group’s principal exposure to equity price risk arises mainly from changes in quoted investment prices. The Group manages its exposure to equity price risk by maintaining a portfolio of equities with different risk profiles. Any reasonably possible change in the price of quoted investment at the end of the reporting period does not have material impact on the profit after taxation and other comprehensive income of the Group. Hence, no sensitivity analysis is presented.




Page 97



(b) Credit Risk

The Group’s exposure to credit risk, or the risk of counterparties defaulting, arises mainly from trade and other receivables. The Group manages its exposure to credit risk by the application of credit approvals, credit limits and monitoring procedures on an ongoing basis. For other financial assets (including quoted investments, cash and bank balances and derivatives), the Group minimises credit risk by dealing exclusively with high credit rating counterparties. The Group’s exposure to credit risk arises principally from loans and advances to subsidiaries, and corporate guarantee given to financial institutions for credit facilities granted to certain subsidiaries. The Group monitors the results of these subsidiaries regularly and repayments made by the subsidiaries. (i) Credit Risk Concentration Profile

The Group does not have any major concentration of credit risk related to any individual customer or counterparty.

(ii) Exposure to Credit Risk

At the end of the reporting period, the maximum exposure to credit risk is represented by the carrying amount of each class of financial assets recognised in the statement of financial position of the Group and of the Company after deducting any allowance for impairment losses (where applicable).

(iii) Assessment of Impairment Losses

At each reporting date, the Group assesses whether any of the financial assets at amortised cost and debt investments at fair value through other comprehensive income are credit impaired. The gross carrying amounts of financial assets are written off when there is no reasonable expectation of recovery (i.e. the debtor does not have assets or sources of income to generate sufficient cash flows to repay the debt) despite the fact that they are still subject to enforcement activities.




Page 98



(b) Credit Risk (Cont’d) (iii) Assessment of Impairment Losses (Cont’d)

Trade Receivables

The Group applies the simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables.

To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due.

The Group considers any receivables having financial difficulty or with significant balances outstanding for more than 120 days are deemed credit impaired.

The expected loss rates are based on the payment profiles of sales over a period of 4 months from the measurement date and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle their debts.




Page 99




Trade Receivables (Cont’d)

The information about the exposure to credit risk and the loss allowances calculated under MFRS 9 for the trade receivables are summarised below:-

Gross Lifetime

Loss

Carrying Amount Allowance Amount The Group RM’000 RM’000 RM’000 2019 Current (not past due) 15,337 - 15,337 Less than 3 month past due 1,569 - 1,569 3 to 5 months past due 446 - 446 Over 5 months past due 825 - 825 More than 1 year past due 749 - 749 18,926 - 18,926 Credit impaired: - individually impaired 1,699 (1,699) - 20,625 (1,699) 18,926




Page 100




Trade Receivables (Cont’d) In the last financial year, the loss allowance on trade receivables was calculated under MFRS 139. The ageing analysis of trade receivables is as follows:-.

Gross Individual Collective Carrying Amount Impairment Impairment Amount The Group RM’000 RM’000 RM’000 RM’000 2018 Not past due 9,134 - - 9,134 Past due: - less than 3 months 6,601 - - 6,601 - 3 to 5 months 2,735 - - 2,735 - over 5 months 1,349 (18) - 1,331 - more than 1 year 3,548 (1,361) - 2,187 23,367 (1,379) - 21,988

The movements in the loss allowances in respect of trade receivables are disclosed in Note 11 to the financial statements.

Other Receivables

Other receivables are also subject to the impairment requirements of MFRS 9, the identified impairment loss was immaterial and hence, it is not provided for.

Fixed Deposits with Licensed Banks, Cash and Bank Balances

The Group considers these banks and financial institutions have low credit risks. Therefore, the Group is of the view that the loss allowance is immaterial and hence, it is not provided for.




Page 101




Amount Owing By Subsidiaries (Non-trade Balances)

The Company applies the 3-stage general approach to measuring expected credit losses for all inter-company balances. Generally, the Company considers loans and advances to subsidiaries have low credit risks. The Company assumes that there is a significant increase in credit risk when a subsidiary’s financial position deteriorates significantly. As the Company is able to determine the timing of payments of the subsidiaries’ loans and advances when they are payable, the Company considers the loans and advances to be in default when the subsidiaries are not able to pay when demanded. The Company considers a subsidiary’s loan or advance to be credit impaired when the subsidiary is unlikely to repay its loan or advance in full or the subsidiary is continuously loss making or the subsidiary is having a deficit in its total equity. The Company determines the probability of default for these loans and advances individually using internal information available.

The information about the exposure to credit risk and the loss allowances calculated under MFRS 9 for amount owing by subsidiaries are summarised below:- 12-month Lifetime Gross

Amount Loss

Allowance Loss

Allowance Carrying Amount

The Company RM’000 RM’000 RM’000 RM’000 2019 Low credit risk 24,134 - - 24,134 Credit impaired 2,328 - (2,328) - 26,462 - (2,328) 24,134

In the last financial year, the loss allowance on amount owing by subsidiaries was calculated under MFRS 139.




Page 102




Financial Guarantee Contracts All of the financial guarantee contracts are considered to be performing, have low risks of default and historically there were no instances where these financial guarantee contracts were called upon by the parties of which the financial guarantee contracts were issued to. Accordingly, no loss allowances were identified based on 12-month expected credit losses.

(c) Liquidity Risk

Liquidity risk arises mainly from general funding and business activities. The Group practises prudent risk management by maintaining sufficient cash balances and the availability of funding through certain committed credit facilities.

Maturity Analysis The following table sets out the maturity profile of the financial liabilities at the end of the reporting period based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on the rates at the end of the reporting period):- Contractual Over Effective Carrying Undiscounted Within 1 - 5 5 Interest Rate Amount Cash Flows 1 Year Years Years The Group % RM’000 RM’000 RM’000 RM’000 RM’000 2019 Non-derivative Financial Liabilities Trade payables - 3,145 3,145 3,145 - - Other payables and accruals

-

3,612

3,612

3,612

-

-

Bills payable 4.59 - 4.89 15,033 15,253 15,253 - - Hire purchase payables

4.31 - 6.72

1,470

1,640

974

666

-

Term loans 5.65 - 6.10 4,217 4,776 1,146 3,474 156 Bank overdrafts 8.32 - 8.39 6,010 6,010 6,010 - - 33,487 34,436 30,140 4,140 156




Page 103



(c) Liquidity Risk (Cont’d) Maturity Analysis (Cont’d) The following table sets out the maturity profile of the financial liabilities at the end of the reporting period based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on the rates at the end of the reporting period) (Cont’d):- Contractual Over Effective Carrying Undiscounted Within 1 - 5 5 Interest Rate Amount Cash Flows 1 Year Years Years The Group % RM’000 RM’000 RM’000 RM’000 RM’000

2018 Non-derivative Financial Liabilities Trade payables - 5,806 5,806 5,806 - - Other payables and accruals

-

3,186

3,186

3,186

-

-

Bills payable 4.28 - 5.41 17,473 17,643 17,643 - - Hire purchase payables

4.98 - 6.72

1,322

1,512

746

766

-

Term loans 5.65 - 6.10 3,725 4,263 922 3,240 101 Bank overdrafts 8.29 2,938 2,938 2,938 - - 34,450 35,348 31,241 4,006 101




Page 104



(c) Liquidity Risk (Cont’d)

Maturity Analysis (Cont’d) The following table sets out the maturity profile of the financial liabilities at the end of the reporting period based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on the rates at the end of the reporting period) (Cont’d):-

Contractual Over Effective Carrying Undiscounted Within 1 - 5 5 Interest Rate Amount Cash Flows 1 Year Years Years The Company % RM’000 RM’000 RM’000 RM’000 RM’000 2019 Non-derivative Financial Liabilities Other payables and accruals

-

51

51

51

-

-

Financial guarantee contracts in relation to corporate guarantee given to certain subsidiaries

-

-

48,013

48,013

-

- 51 48,064 48,064 - - 2018 Non-derivative Financial Liabilities Other payables and accruals

-

68

68

68

-

-

Financial guarantee contracts in relation to corporate guarantee given to certain subsidiaries

-

-

41,597

41,597

-

- 68 41,665 41,665 - -




Page 105



(c) Liquidity Risk (Cont’d)

Maturity Analysis (Cont’d) The contractual undiscounted cash flows represent the outstanding credit facilities of the subsidiaries at the end of the reporting period. The financial guarantees have not been recognised in the financial statements since their fair value on initial recognition were not material.

40.2 CAPITAL RISK MANAGEMENT

The Group manages its capital to ensure that entities within the Group will be able to maintain an optimal capital structure so as to support its businesses and maximise shareholders value. To achieve this objective, the Group may make adjustments to the capital structure in view of changes in economic conditions, such as adjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares. The Group manages its capital based on debt-to-equity ratio that complies with debt covenants and regulatory, if any. The debt-to-equity ratio is calculated as net debt divided by total equity. The Group includes within net debt, loans and borrowings from financial institutions less cash and cash equivalents. Capital includes equity attributable to the owners of the parent and non-controlling interest. The debt-to-equity ratio of the Group at the end of the reporting period was as follows:- The Group 2019 2018 RM’000 RM’000 Bills payable (Note 27) 15,033 17,473 Hire purchase payables (Note 22) 1,470 1,322 Term loans (Note 23) 4,217 3,725 Bank overdrafts (Note 28) 6,010 2,938 26,730 25,458 Less: Fixed deposits with licensed banks (Note 15) (3,471) (4,227) Less: Cash and bank balances (2,182) (5,865) Net debt 21,077 15,366 Total equity 138,913 132,735 Debt-to-equity ratio 0.15 0.12




Page 106


40.2 CAPITAL RISK MANAGEMENT (CONT’D) There was no change in the Group’s approach to capital management during the financial year. The Group is also required to comply with certain loan covenants as disclosed in Note 27 to the financial statements, failing which, the banks may call an event of default. The Group has complied with this requirement.

40.3 CLASSIFICATION OF FINANCIAL INSTRUMENTS

2019 The

Group The

Company RM’000 RM’000

Financial Assets Designated at Fair Value Through Other Comprehensive Income Upon Initial Recognition

Other investment (Note 9) 7,626 - Amortised Cost Trade receivables (Note 11) 18,926 - Other receivables (Note 12) 7,955 1 Amount owing by subsidiaries (Note 13) - 24,134 Fixed deposits with licensed banks (Note 15) 3,471 - Cash and bank balances 2,182 76 32,354 24,211 Mandatorily at Fair Value Through Profit or Loss Short-term investments (Note 14) 566 -

Financial Liability Amortised Cost Trade payables (Note 25) 3,145 - Other payables and accruals (Note 26) 3,612 51 Bills payable (Note 27) 15,033 - Hire purchase payables (Note 22) 1,470 - Term loans (Note 23) 4,217 - Bank overdrafts (Note 28) 6,010 - 33,487 51




Page 107


40.3 CLASSIFICATION OF FINANCIAL INSTRUMENTS (CONT’D)

2018 The

Group The


Financial Assets Available-for-sale Financial Assets Other investment (Note 9) 1,799 - Loans and Receivables Financial Assets Trade receivables (Note 11) 21,988 - Other receivables (Note 12) 10,186 1 Amount owing by subsidiaries (Note 13) - 23,945 Fixed deposits with licensed banks (Note 15)

4,227 -

Cash and bank balances 5,865 12 42,266 23,958 Fair Value through Profit or Loss: Held-for-trading

Short-term investments (Note 14) 101 -

Financial Liability Other Financial Liabilities Trade payables (Note 25) 5,806 - Other payables and accruals (Note 26) 3,186 68 Bills payable (Note 27) 17,473 - Hire purchase payables (Note 22) 1,322 - Term loans (Note 23) 3,725 - Bank overdrafts (Note 28) 2,938 - 34,450 68




Page 108


40.4 GAINS OR LOSSES ARISING FROM FINANCIAL INSTRUMENTS

2019 The

Group The


Financial Assets Fair Value Through Profit or Loss Net gains recognised in profit or loss 44 - Equity Investments at Fair Value Through Other Comprehensive Income

Net gains recognised in other comprehensive income

1,095

-

Amortised Cost Net loss recognised in profit or loss 315 - Financial Liability Amortised Cost Net loss recognised in profit or loss 1,598 -

2018 The

Group The


Financial Assets Fair Value Through Profit or Loss: Held-for-trading Net gains recognised in profit or loss 5 - Loans and Receivables Financial Assets Net gains recognised in profit or loss 444 - Financial Liability Financial Liabilities Measured at Amortised Cost Net losses recognised in profit or loss 1,271 -



RES

INTE

CH

BER

HAD

(In

corp

orat

ed in

Mal

aysi

a)

Com

pany

No

: 341

662

- X

NO

TES

TO T

HE

FIN

ANC

IAL

STAT

EMEN

TS

FOR

TH

E FI

NAN

CIA

L YE

AR E

ND

ED 3

1 M

ARC

H 2

019

Pag

e 1

09

40.

FIN

ANCI

AL IN

STRU

MEN

TS (C

ONT

’D)

40.5

FA

IR V

ALU

E IN

FOR

MAT

ION

The

fair

valu

es o

f th

e fin

anci

al a

sset

s an

d fin

anci

al li

abilit

ies

of t

he G

roup

whi

ch a

re m

atur

ing

with

in t

he n

ext

12 m

onth

s ap

prox

imat

ed t

heir

carr

ying

am

ount

s du

e to

the

rela

tivel

y sh

ort-t

erm

mat

urity

of t

he fi

nanc

ial i

nstru

men

ts o

r rep

ayab

le o

n de

man

d te

rms.

The

follo

win

g ta

ble

sets

out

the

fair

valu

e pr

ofile

of f

inan

cial

inst

rum

ents

that

are

car

ried

at fa

ir va

lue

and

thos

e no

t car

ried

at fa

ir va

lue

at th

e en

d of

the

repo

rting

per

iod:

-

Fair

Val

ue o

f Fin

anci

al In

stru

men

ts

Car

ried

At F

air V

alue

Fair

Val

ue o

f Fin

anci

al In

stru

men

ts

Not

Car

ried

At F

air V

alue

To

tal F

air

C

arry

ing

Le

vel 1

Le

vel 2

Le

vel 3

Leve

l 1

Leve

l 2

Leve

l 3

V

alue

A

mou

nt

R

M'0

00

RM

'000

R

M'0

00

R

M'0

00

RM

'000

R

M'0

00

R

M’0

00

RM

'000

Th

e G

roup

2019

Fina

ncia

l Ass

ets

Oth

er in

vest

men

ts:

- unq

uote

d #

- -

7,62

6

- -

-

7,62

6 7,

626

Sho

rt-te

rm in

vest

men

ts:

- qu

oted

sha

res

101

- -

-

- -

10

1 10

1 -

mon

ey m

arke

t fun

d -

465

-

- -

-

465

465

Fi

nanc

ial L

iabi

litie

s

Te

rm lo

ans

- -

-

- 4,

217

-

4,21

7 4,

217

Hire

pur

chas

e pa

yabl

es

- -

-

- 1,

547

-

1,54

7 1,

470

NO

TE

S T

O T

HE

FIN

AN

CIA

L S

TAT

EM

EN

TS

(CO

NT’

D)

FOR

THE

FIN

ANCI

AL Y

EAR

END

ED 3

1 M

ARCH

201

9


RES

INTE

CH

BER

HAD

(In

corp

orat

ed in

Mal

aysi

a)

Com

pany

No

: 341

662

- X

NO

TES

TO T

HE

FIN

ANC

IAL

STAT

EMEN

TS

FOR

TH

E FI

NAN

CIA

L YE

AR E

ND

ED 3

1 M

ARC

H 2

019

Pag

e 1

10

40.

FIN

ANC

IAL

INST

RU

MEN

TS (C

ONT

’D)

40

.5

FAIR

VA

LUE

INFO

RM

ATIO

N (C

ON

T’D

)

Fa

ir V

alue

of F

inan

cial

Inst

rum

ents

C

arrie

d A

t Fai

r Val

ue

Fa

ir V

alue

of F

inan

cial

Inst

rum

ents

N

ot C

arrie

d A

t Fai

r Val

ue

Tota

l Fai

r

Car

ryin

g

Leve

l 1

Leve

l 2

Leve

l 3

Le

vel 1

Le

vel 2

Le

vel 3

Val

ue

Am

ount

RM

'000

R

M'0

00

RM

'000

RM

'000

R

M'0

00

RM

'000

RM

’000

R

M'0

00

The

Gro

up

20

18

Fi

nanc

ial A

sset

s

S

hort-

term

inve

stm

ents

:

-

quot

ed s

hare

s 10

1 -

-

- -

-

101

101

Fi

nanc

ial L

iabi

litie

s

Te

rm lo

ans

- -

-

- 3,

725

-

3,72

5 3,

725

Hire

pur

chas

e pa

yabl

es

- -

-

- 1,

432

-

1,43

2 1,

322

Not

e:-

# Th

e fa

ir va

lue

mea

sure

men

t of u

nquo

ted

inve

stm

ents

aris

ing

from

the

adop

tion

of M

FRS

9 w

ith e

ffect

from

1 A

pril

2018

. Com

para

tive

figur

es

are

not r

esta

ted

in li

ne w

ith th

e tra

nsiti

on re

quire

men

ts u

nder

MFR

S 9

. The

fair

valu

e of

the

unqu

oted

inve

stm

ents

in th

e pr

evio

us fi

nanc

ial

year

was

not

pre

sent

ed a

s th

e in

vest

men

ts w

ere

acco

unte

d fo

r un

der

MFR

S 13

9, w

hich

wer

e no

t car

ried

at fa

ir va

lue

and

wer

e st

ated

at

cost

less

any

impa

irmen

t los

s as

at 3

1 M

arch

201

8.

NO

TE

S T

O T

HE

FIN

AN

CIA

L S

TAT

EM

EN

TS

(CO

NT’

D)

FOR

THE

FIN

ANCI

AL Y

EAR

END

ED 3

1 M

ARCH

201

9



Page 111


40.5 FAIR VALUE INFORMATION (CONT’D)

(a) Fair Value of Financial Instruments Carried at Fair Value

(i) The fair values above have been determined using the following basis:-

(aa) The fair values of quoted investments is determined at their quoted closing bid prices at the end of the reporting period.

(bb) The fair value of unquoted equity investments is determined based

on input and the information applicable to level 3 fair value measurement. The fair value of unquoted investments have been estimated using Discounted Cash Flows (“DCF”) techniques and/or Revalued Net Assets Value techniques. The DCF model incorporates unobservable inputs, amongst others, the forecast cash flows, long-term growth rates, cost of capital and long-term operating margins.

(ii) There were no transfer between level 1 and level 2 during the financial year.

(b) Fair Value of Financial Instruments Not Carried at Fair Value The fair values, which are for disclosure purposes, have been determined using the following basis:- (i) The fair value of the term loans that carry floating interest rates

approximated their carrying amounts as they are repriced to market interest rates on or near the reporting date.

(ii) The fair value of hire purchase payables that carry fixed interest rates are

determined by discounting the relevant future contractual cash flows using current market interest rates for similar instruments at the end of the reporting period. The interest rates used to discount the estimated cash flows are as follows:-

The Group 2019 2018 % % Hire purchase payables 4.48 - 6.80 4.92 - 8.81

41. SIGNIFICANT EVENT DURING THE FINANCIAL YEAR A customer, TG Pipeline Marketing Sdn. Bhd. (“TG”), had offered a three storey shop and office

with a total value of RM1,250,000 as partial settlement of the outstanding balance due to Resintech Plastics Sdn. Bhd. (“RPSB”). RPSB has accepted the offer on 30 May 2019. Subsequently on 13 July 2019, a Sale and Purchase contract was signed between RPSB and TG.




Page 112

42. CHANGES IN ACCOUNTING POLICIES

As mentioned in Note 3.1 to the financial statements, the Group has adopted MFRS 9 during the financial year. The financial impacts upon the adoption of this accounting standard are summarised below:-

Statements of Financial Position

< ------------------- At 1 April 2018--------------- >

As Previously Reported

MFRS 9 Adjustments

As Restated

The Group RM’000 RM’000 RM’000 RM’000 Asset Other investments 1,799 4,580 6,379 Equity Fair value reserve - 4,580 4,580 Initial Application of MFRS 9

The Group has adopted MFRS 9 without restating any comparative information (transitional exemption). Therefore, the financial impacts arising from the new classification and measurement of financial instruments, and the new impairment requirements are not reflected in its statements of financial position as at 31 March 2018; but are recognised in the opening statements of financial position on 1 April 2018 (date of initial application of MFRS 9). The main impacts resulting from the changes made are summarised below:- < Classification and Carrying Amount > Under

MFRS 139 Under MFRS 9

Transition Adjustment

The Group RM’000 RM’000 RM’000 (a) Reclassification from available-for-sale (“AFS”)

financial assets to fair value through other comprehensive income (“FVOCI”).

1,799 6,379 4,580

The Group intends to hold the other investment for long-term strategic purposes. This investment was measured at cost less impairment losses in prior periods. As permitted by MFRS 9, the Group has designated such investment as fair value through other comprehensive income, to be measured at fair value at each reporting date. As a result, a total fair value gain of RM4,580,000 was recognised in the fair value reserve of the Group with a corresponding increase in the carrying amount of its other investments as at 1 April 2018.



LocationDescription/ Existing Use

Build-up Area/ Land Area*

(sq.ft.) TenureRegistered

Owner

Approximate Age of

Buildings Net Book

Value (RM)

Date of Last

valuation

Lot 5, Jalan Waja 14 Kawasan Perindustrian Telok Panglima Garang42500 Telok Panglima GarangSelangor Darul Ehsan

Single-storey detached factory, a three-storey office block and single storey hall with additional 2 floors

177,139 /237,185*

To be issued with a 99-year leasehold qualified title.

RPSB 19 years 20,926,076 31 March 2015

Lot PT 13749Pandamaran Port KlangSelangor Darul Ehsan

Vacant commercial land

1,600* Leasehold 99 years expiring on 26 August 2087

RPSB n/a 207,849 31 March 2015

Lot PT 14229 Pandamaran Jaya IndustrialMukim KlangSelangor Darul Ehsan

Single-storey semi-detached warehouse

6,000 /9,075*

Leasehold 60 years expiring on 16 Mac 2068

RPSB 11 years 1,913,179 31 March 2015

Lot PT 14228Pandamaran Jaya IndustrialMukim KlangSelangor Darul Ehsan

Single-storey semi-detached warehouse

6,000 /9,075*

Leasehold 60 years expiring on 16 Mac 2068

RPSB 11 years 503,273 31 March 2015

Lot 107 Block 14 Batu 24, Kuching/Serian Road Sentah/Segu Land District Kuching Division Sarawak

Single-storey detached factory

12,680 /150,898*

Leasehold 60 years expiring on 14 December 2070

RPSB 10 years 2,523,306 31 March 2015

Lot 24 & 25 Export Oriented Industrial Zone Phase 2 Kota Kinabalu Industrial Park Sabah

Single-storey detached warehouse and a double-storey office block

36,152 /175,547*

31 December 2096

RPSB 11 years 9,588,419 31 March 2015

LIST OF PROPERTIES AS AT 31 MARCH 2019


LIST OF PROPERTIES (CONT’D) AS AT 31 MARCH 2019




Owner

Approximate Age of

Buildings Net Book

Value (RM)

Date of Last

valuation

Lot 3 Jalan Waja 15 Kaw Perindustrian Telok Panglima Garang 42500 Telok Panglima Garang Selangor Darul Ehsan

4 single-storey warehouses

117,600 /240,508*

Leasehold 99 years expiring on 9 September 2103

ELSB 19 years 24,425,000 27 March 2019

Lot 6461 Batu 5¾ Jalan Kapar 42200 Kapar Selangor Darul Ehsan

Double-storey factory building cum office block, a double storey canteen block cum store, a guard house and a motorcycle shed

41,924 /219,978*

Freehold RPSB 26 years 21,058,000 27 March 2019

Sub-Lot 298, Kawasan Perindustrian Gebeng, Mukim Sungai Karang, Daerah Kuantan, Pahang

Vacant industrial land

27,975* Leasehold 99 years expiring on 15 January 2102

RPMSB n/a 676,528 31 March 2015

Sub-Lot 302, Kawasan Perindustrian Gebeng, Mukim Sungai Karang, Daerah Kuantan, Pahang


28,363* Leasehold 99 years expiring on 15 January 2102

RPMSB n/a 686,205 31 March 2015

No 906, Jalan IKS Juru, Juru,14100 Simpang Ampat, Pulau Pinang

Single-storey store and office

6,000 /47,899*

Freehold RPMSB 9 year 2,746,224 31 March 2015






Owner

Approximate Age of

Buildings Net Book

Value (RM)

Date of Last

valuation

Lot 3911 Jalan Riang 21/6Taman Gembira81200 Johor Bahru

Two and half – Storey detached factory

31,484 / 29,554*

Freehold RPMSB 11 year 4,603,847 31 March 2015

No 13, Jalan AP 1Taman Alai Perdana75460 Melaka

Three-storey commercial office

3,914 / 1,323* Leasehold 99 years expiring 1 October 2096

RPSB 15 year 200,000 14 March 2018

Blok E2 Latrade Industrial ParkJl Sei BintiTanjung Uncang29422 BatamIndonesia

Single-storey factory with attached two-storey office

6,743/6,753* Leasehold expiring 25 March 2030

PTRI 13 year 3,438,976 31 March 2015

Blok E4 Latrade Industrial ParkJl Sei BintiTanjung Uncang29422 BatamIndonesia


8,612* Leasehold expiring 28 September 2036

PTRI n/a 1,566,905 31 March 2015

Blok D No 1Top100 MallBatam

Single-storey commercial shop lot

1,345/1,152* Leasehold expiring13 April 2034

PTRI 10 year 292,734 31 March 2015

Blok D No 2Top100 MallBatam

Single-storey commercial shop lot

1,485/893* Leasehold expiring13 April 2034

PTRI 10 year 248,811 31 March 2015

Samdech Tep Vong Street Village of Mondol 1Commune of Svay DangkumSiem ReapKingdom of Cambodia

Two adjoining three-storey shop flats

5,877/2,164* Freehold SPCCL 6 year 4,657,349 5 March 2019






Owner

Approximate Age of

Buildings Net Book

Value (RM)

Date of Last

valuation

PP13504 National Road No 5 Village of 3 Commune of Chrang Chamres 1Kingdom of Cambodia

Two adjoining three-storey shop flats

1,367/6,986 Freehold SPCCL 7 year 1,625,646 5 March 2019

PP13363 National Road No 5 Village of 3 Commune of Chrang Chamres 1Kingdom of Cambodia

Three adjoining three-storey shop flats

3,380/10,441* Freehold SPCCL 7 year 2,723,224 5 March 2019

Lot 34, 35 & 36, Village Sdok Kul Tmey, Commune Chan Sen, District Odung, Kompong Speu ProvinceKingdom of Cambodia

Three adjoining vacant lands

1,731,332* Freehold RPSB n/a 3,285,242 5 March 2019

A-67, Jalan Semambu Baru 2, 25300 Kuantan, Pahang

Three-storey shop lot

4,200/1,400 Freehold RPSB 3 year 1,290,485 Acquired July 2018


ANALYSIS OFSHAREHOLDINGSAS AT 28 JUNE 2019

Issued Share Capital : 137,204,900

Class of Shares : Ordinary shares

Voting Rights : one (1) vote for each ordinary share held

Number of Shareholders : 1,232

DISTRIBUTION OF SHAREHOLDINGS

Size of Shareholdings No. of Shareholders % of Shareholders No. of Shares% of Issued

Share CapitalLess than 100 27 2.19 1,222 0.00100 to 1,000 129 10.47 40,940 0.031,001 to 10,000 546 44.32 2,887,717 2.1010,001 to 100,000 441 35.80 13,632,680 9.94100,001 to 6,860,244* 85 6.90 35,639,342 25.986,860,245 and above** 4 0.32 85,002,999 61.95Total 1,232 100.00 137,204,900 100.00

Notes:* Less than 5% of issued shares** 5% and above of issued shares

LIST OF SUBSTANTIAL SHAREHOLDERS ACCORDING TO THE REGISTER OF SUBSTANTIAL SHAREHOLDERS

No. Substantial Shareholders Direct Interest % Indirect Interest %1 Dato’ Dr. Teh Kim Poo 58,975,599 42.98 16,373,602* 11.932 Tema Evolusi Sdn. Bhd. 16,158,800 11.78 – –3 Datin Gan Jew 9,868,600 7.19 65,480,601* 47.72

* Deemed interested by virtue of shareholdings held by spouse and/or children.

LIST OF DIRECTORS’ SHAREHOLDING ACCORDING TO THE REGISTER OF DIRECTORS’ SHAREHOLDINGS

Directors Direct Interest %Indirect Interest %

Datuk Hj. Abdul Fatah Bin Hj. Iskandar – – – –Dato’ Dr. Teh Kim Poo 58,975,599 42.98 16,373,602* 11.93Datin Gan Jew 9,868,600 7.19 65,480,601* 47.72Teh Leng Kang 6,200,002 4.52 – –Khairul Anuar Bin Shaharudin – – – –Wei Hwei Hong – – 6,200,002* 4.52Kok Wee Wah – – – –

* Deemed interested by virtue of shareholdings held by spouse and/or children.


ANALYSIS OFSHAREHOLDINGS (CONT’D)AS AT 28 JUNE 2019

THIRTY (30) LARGEST SECURITIES ACCOUNT HOLDERS FOR ORDINARY SHARES(without aggregating securities from different securities accounts belonging to the same person)

No. Name No. of Shares Held %

1 Dato’ Dr. Teh Kim Poo 35,982,790 26.23

2 Dato’ Dr. Teh Kim Poo 22,992,809 16.76

3 Tema Evolusi Sdn. Bhd. 16,158,800 11.78

4 Datin Gan Jew 9,868,600 7.19

5 Teh Leng Kang 4,200,002 3.06

6 Techvilla Engineering Sdn. Bhd. 3,102,700 2.26

7 Chee Kwai Heong 2,220,120 1.62

8 Teh Leng Kang 2,000,000 1.46

9 Citigroup Nominees (Asing) Sdn. Bhd.[Qualifier: Exempt an for UBS Switzerland AG (Clients Assets)]

1,543,800 1.13

10 Yap Han Lian 1,389,200 1.01

11 CIMB Group Nominees (Asing) Sdn. Bhd.[Qualifier: Exempt an for DBS Bank Ltd (SFS)]

1,231,500 0.90

12 Kenanga Nominees (Tempatan) Sdn. Bhd.[Qualifier: Rakuten Trade Sdn. Bhd. for Yeo Jin Hui]

657,000 0.48

13 Lai Thiam Poh 654,400 0.48

14 RHB Nominees (Tempatan) Sdn. Bhd.[Qualifier: Pledged Securities Account for Koay Kai Beng]

650,000 0.47

15 Teo Chow Seng 638,800 0.47

16 Chong Yoon Fook 625,000 0.46

17 Lim Boon Siong 622,300 0.45

18 Lee Heng Poh 620,000 0.45

19 Kenanga Nominees (Tempatan) Sdn. Bhd.[Qualifier: Rakuten Trade Sdn. Bhd. for Ng Chee Kuan]

610,000 0.44

20 Ong Lai Wah 600,000 0.44

21 HLIB Nominees (Tempatan) Sdn. Bhd.[Qualifier: Pledged Securities Account for Yeo Jin Hui]

560,000 0.41

22 Public Nominees (Tempatan) Sdn. Bhd.[Qualifier: Pledged Securities Account for Ong Kok Thye (E-SPI)]

556,300 0.41

23 Maybank Nominees (Tempatan) Sdn. Bhd.[Qualifier: Pledged Securities Account for Beh Hang Kong]

546,400 0.40

24 Lim Gaik Bway @ Lim Chiew Ah 546,000 0.40

25 Lee Jam 494,100 0.36

26 Mohamad Nizam Bin Yaacob 420,760 0.31

27 Ong Seng Swee @ Ong Ah Bah 400,000 0.29

28 Yap Cheong Wah 400,000 0.29

29 JS Nominees (Tempatan) Sdn. Bhd.[Qualifier: CIMB Bank for Tay Hock Soon (MY1055)]

340,000 0.25

30 Tew Shau Yeng 323,700 0.24


NOTICE IS HEREBY GIVEN that the Twenty-Fourth Annual General Meeting of RESINTECH BERHAD will be held at Concorde Hotel Shah Alam, Gallery 1, Level 3, No. 3, Jalan Tengku Ampuan Zabedah, 40100 Shah Alam, Selangor Darul Ehsan on Friday, 30 August 2019 at 9:00 a.m. for the following purposes:

A G E N D A

As Ordinary Business

1. To receive the Audited Financial Statements for the financial year ended 31 March 2019 together with the Reports of Directors and Auditors thereon.

Please refer to Explanatory Note 1

2. To re-elect the following Directors, who retire pursuant to Article 126 of the Constitution of the Company:

2.1 Mr Teh Leng Kang Ordinary Resolution 1

2.2 Mr Kok Wee Wah Ordinary Resolution 2

2.3 Datin Gan Jew Ordinary Resolution 3

3. To approve the payment of Directors’ Fees amounting of RM231,000 for the financial year ended 31 March 2019.

Ordinary Resolution 4

4. To approve the payment of Directors’ Remuneration (excluding Directors’ Fees) payable to the Board of the Company and its subsidiaries up to an amount of RM252,000 for the period from 31 August 2019 until the conclusion of 2020 Annual General Meeting.


5. To re-appoint Messrs Crowe Malaysia PLT as Auditors of the Company and to authorise the Directors to fix their remuneration.


As Special Business

To consider and, if thought fit, to pass the following resolutions with or without any modification:

6. AUTHORITY TO ISSUE AND ALLOT SHARES

“THAT subject to the Companies Act 2016, Constitution of the Company and approvals of the relevant governmental / regulatory authorities, the Directors be and are hereby empowered to issue and allot shares in the Company, at any time to such persons and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed ten per centum (10%) of the total number of issued share (excluding treasury shares) of the Company for the time being and the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad; AND THAT such authority shall commence immediately upon the passing of this resolution and continue to be in force until the conclusion of the next Annual General Meeting of the Company.”


NOTICE OFANNUAL GENERAL MEETING


7. CONTINUING IN OFFICE AS INDEPENDENT NON-EXECUTIVE DIRECTORS

(i) “THAT subject to the passing of Ordinary Resolution 2, authority be and is hereby given to Mr Kok Wee Wah who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years, to continue to act as an Independent Non-Executive Director of the Company.”


(ii) “THAT authority be and is hereby given to Encik Khairul Anuar Bin Shaharudin who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years, to continue to act as an Independent Non-Executive Director of the Company.”


8. PROPOSED ADOPTION OF NEW COMPANY’S CONSTITUTION

“THAT the existing Memorandum and Articles of Association of the Company be hereby deleted in its entirety and a new Constitution, marked as “Appendix A” (a copy of which is attached) be replaced thereof and adopted as the Company’s Constitution.

THAT henceforth, the Constitution shall bind the Company, the members and the Directors to the same extent as if the Constitution had been signed and sealed by each member and contain covenants on the part of each member and Director to observe all the provisions of the Constitution.

THAT the Directors of the Company be hereby authorised to assent to any modifications, variations, and/or amendments as may be required by the relevant authorities and to do all acts and things and to take all such step as may be considered necessary to give effect to the foregoing.

AND THAT the Secretaries be authorised and instructed to do all the necessary and deemed fit to lodge the Constitution as adopted herewith with the Companies Commission of Malaysia on behalf of the Company in accordance with Section 36 of the Companies Act 2016.”

Special Resolution 1

9. To transact any other business of which due notice shall have been given.

By Order of the Board

TAN KOK SIONG (LS 0009932)TAN BEE HWA (MAICSA 7058049)Company Secretaries

Selangor Darul EhsanDate: 31 July 2019

Notes:

1. Member entitled to attend and vote at the meeting may appoint another person as his proxy to attend and vote in his stead. A proxy may but need not be a member of the Company. If the proxy is not a member, the proxy need not be an advocate, an approved company auditor or a person approved by the Registrar of Companies.

2. A Member may appoint only one (1) proxy or attorney or authorised representative. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint only 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.

NOTICE OFANNUAL GENERAL MEETING (CONT’D)


3. 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 (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

4. The instrument appointing a proxy shall be in writing (in the common or usual form) under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

5. The instrument appointing a proxy and the power of attorney or other attorney, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at Boardroom Share Registrars Sdn. Bhd. (formerly known as Symphony Share Registrars Sdn. Bhd.), Level 6, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time for holding of the meeting or adjourned meeting.

6. The Date of Record of Depositors for the purpose of determining members’ entitlement to attend, vote and speak at the meeting is 23 August 2019.

Explanatory Notes:

1. Item 1 of the Agenda - Audited Financial Statements for the financial year ended 31 March 2019

The Audited Financial Statements under this agenda item is meant for discussion only as the provision of Sections 248 and 340(i)(a) of the Companies Act 2016 does not require a formal approval of the shareholders and hence this item is not put forward for voting.

2. Ordinary Resolution 5 - Payment of Directors’ remuneration (excluding Directors’ Fee) and benefits payable to the Board of the Company and its subsidiaries

Pursuant to Section 230(1) of the Companies Act 2016, the fee of the Directors, and any benefits payable to the Directors including any compensation for loss of employment of a director or former director of a public company or a listed company and its subsidiaries, shall be approved at a general meeting. In this respect, the Board agreed that the shareholders’ approval shall be sought at the Twenty-Fourth (“24th”) Annual General Meeting on the Directors’ remuneration (excluding the Directors’ fee) payable to the Directors of the Company and its subsidiaries for the period from 31 August 2019 until the next Annual General Meeting (“Relevant Period”).

The Directors’ remuneration (excluding Directors’ fee) comprises the allowances and other emoluments payable to the Non-Executive Directors as set out below:

Description ChairmanRM

Non-Executive DirectorRM

Meeting Allowance 9,000 27,000Fixed Allowance 60,000 156,000

Note:- There are no Non-Executive Directors in the subsidiaries.

In determining the estimated total amount of the directors’ remuneration (excluding Directors’ fee), the Board considered various factors including the number of scheduled meetings for the Board and Board Committees as well as the number of Directors involved in these meetings.

Payment of Directors’ remuneration (excluding Directors’ fee) will be made by the Company and its subsidiaries on a monthly basis and/or as and when incurred if the proposed Resolution 5 has been passed at the 24th Annual General Meeting. The Board is of the view that it is just and equitable for the Directors to be paid the Directors’ remuneration (excluding Directors’ fee) on a monthly basis and/or as and when incurred, particularly after they have discharged their responsibilities and rendered their services to the Company throughout the Relevant Period.



3. Ordinary Resolution 7 – Authority to Issue and Allot Shares

The proposed Resolution 7, if passed, will give flexibility to the Directors to issue shares to such persons at any time in their absolute discretion without convening a general meeting. This authorisation will expire at the conclusion of next Annual General Meeting of the Company.

This is the renewal of the mandate obtained from the members at the last Annual General Meeting (“the previous mandate”). The previous mandate was not utilised and accordingly no proceeds were raised.

The purpose of this general mandate is for possible fund raising exercises including but not limited to further placement of shares for purpose of funding current and/or future investment projects, working capital, repayment of borrowings and/or acquisitions.

4. Ordinary Resolutions 8 & 9 – Continuing in Office as Independent Non-Executive Directors

The Nomination Committee and the Board had assessed the independence of Mr Kok Wee Wah and Encik Khairul Anuar Bin Shaharudin, who had served as Independent Non-Executive Directors of the Company for a cumulative term of more than nine (9) years and thus, the Board recommended them to continue in office as Independent Non-Executive Directors of the Company based on the following justifications:-

a. they fulfilled the criteria under the definition of Independent Director as stated in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), and thus, they would be able to provide check and balance and bring an element of objectivity to the Board;

b. they are familiar with the Company’s business operations and are able to advise the Board diligently on business legacy matters before the change in controlling interest;

c. they were not appointed by the current controlling shareholder and hence the issue on special relationship with or loyalty to the controlling shareholder does not arise;

d. they have devoted sufficient time and attention to their professional obligations for informed and balanced decision making by actively participated in board discussion and provided an independent voice to the Board; and

e. they have exercised their due care during their tenure as Independent Non-Executive Directors of the Company and carried out their professional duties in the best interest of the Company and the shareholders.

Retention of an independent Director above 9 years will require shareholders’ approval, whereas retention of an independent Director above 12 years will require shareholders’ approval through the two-tier voting process:-

Tier 1: Voting by large shareholder(s); andTier 2: Voting by other shareholders.

Thus, the shareholders’ approval for Ordinary Resolution 8 will be sought on a single-tier voting basis, while Ordinary Resolution 9 will be sought on two-tier voting basis.

The proposed Ordinary Resolutions 8 and 9, if passed, will allow the Independent Directors to be retained and continue acting as Independent Directors to fulfil the requirements of Paragraph 3.04 of the Main Market Listing Requirements of Bursa Securities and in line with the practice 4.2 of the Malaysian Code on Corporate Governance 2017.

5. Special Resolution 1 – Proposed Adoption of New Company’s Constitution

The proposed Special Resolution is to seek shareholders’ approval to adopt a new Constitution to align with the provisions of the Companies Act 2016, the Main Market Listing Requirements of Bursa Securities and Corporate Governance Requirements (“Proposed New Constitution”). Please refer to the Appendix A for detailed information on the Proposed New Constitution.

The Proposed New Constitution shall take effect once the proposed Special Resolution 1 has been passed by a majority of not less than 75% of members who are entitled to vote and do vote in person or by proxy at the 24th Annual General Meeting.


This page is intentionally left blank

FORM OF PROXY

CDS Account No.

No. of Shares held

*I/We, (NAME IN FULL AND IN BLOCK LETTERS)

NRIC/Passport/Company No. Contact No.

of (FULL ADDRESS)

being a member/members of RESINTECH BERHAD (“Company”), hereby appoint:

Full Name (IN BLOCK LETTERS) NRIC/Passport No. Proportion of ShareholdingsNo. of Shares %

Full Address

or failing *him/her,

Full Name (IN BLOCK LETTERS) NRIC/Passport No. Proportion of ShareholdingsNo. of Shares %

Full Address

or failing *him/her, *the Chairman of the Meeting as *my/our proxy to attend and vote on *my/our behalf at the Twenty-Fourth Annual General Meeting of the Company to be held at Concorde Hotel Shah Alam, Gallery 1, Level 3, No. 3 Jalan Tengku Ampuan Zabedah, 40100 Shah Alam, Selangor Darul Ehsan on Friday, 30 August 2019 at 9:00 a.m. and at any adjournment thereof and to vote as indicated below:

No. Resolutions For Against1. To re-elect Mr Teh Leng Kang as Director of the Company. Ordinary Resolution 12. To re-elect Mr Kok Wee Wah as Director of the Company. Ordinary Resolution 23. To re-elect Datin Gan Jew as a Director of the Company. Ordinary Resolution 34. To approve the payment of Directors’ Fees for the financial year

ended 31 March 2019.Ordinary Resolution 4

5. To approve the payment of Directors’ Remuneration (excluding Directors’ Fees) payable to the Board of the Company and its subsidiaries.


6. To re-appoint Messrs Crowe Malaysia PLT as Auditors of the Company.


7. To approve authority to issue and allot shares. Ordinary Resolution 78. To approve the continuance of Mr Kok Wee Wah as Independent Non-

Executive Director.Ordinary Resolution 8

9. To approve the continuance of Encik Khairul Anuar Bin Shaharudin as Independent Non-Executive Director


10. To approve the proposed adoption of new Constitution of the Company. Special Resolution 1

(Please indicate with an “X” in the appropriate boxes on how you wish your vote to be cast. Unless voting instructions are indicated in the space above, the proxy will vote as he/she thinks fit.)* Delete where applicable

Signed this ……… day of ………………..….2019 ..……………………………………………

Signature/Common Seal of Shareholder

Notes:1. Member entitled to attend and vote at the meeting may appoint another person as his proxy to attend and vote in his stead. A proxy may but need not

be a member of the Company. If the proxy is not a member, the proxy need not be an advocate, an approved company auditor or a person approved by the Registrar of Companies.

2. A Member may appoint only one (1) proxy or attorney or authorised representative. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint only 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.

3. 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 (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

4. The instrument appointing a proxy shall be in writing (in the common or usual form) under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

5. The instrument appointing a proxy and the power of attorney or other attorney, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at Boardroom Share Registrars Sdn. Bhd. (formerly known as Symphony Share Registrars Sdn. Bhd.), Level 6, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time for holding of the meeting or adjourned meeting.

6. The Date of Record of Depositors for the purpose of determining members’ entitlement to attend, vote and speak at the meeting is 23 August 2019.

Fold here

Fold here

STAMP

THE SHARE REGISTRARS

Boardroom Share Registrars Sdn Bhd(formerly known as Symphony Share Registrars Sdn Bhd)Level 6, Symphony HouseBlock D 13, Pusat Dagangan Dana 1Jalan PJU 1A/4647301 Petaling JayaSelangor Darul Ehsan

ANNUAL REPORT 2019

RE

SIN

TE

CH

BE

RH

AD

(341662-X) • A

NN

UA

L RE

PO

RT

2019

Resintech Berhad (341662-X)

Lot 3 & 5, Jalan Waja 14Kawasan Perindustrian Telok Panglima Garang42500 Telok Panglima GarangSelangor Darul Ehsan, MalaysiaTel: 603-3122 2422/2428Fax: 603-3122 2411Email: [email protected]

www.resintechmalaysia.my

resintech berhad - malaysiastock.biz...2019/07/31 · accountants (mia). he has many years of...

Documents