Professional Documents
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w w w. ti on g n am.c om
Consolidated Statements of Profit or Loss and Other Comprehensive Income for the Year Ended 31 March (RM000)
* The basic earning per share are computed based weighted average number of ordinary shares for the financial year under review.
# Dividend per share are computed based on number of ordinary shares of 84,103,400 for year 2012 and 2013, 420,517,000 for year
2014, 417,872,100 for year 2015 and 416,469,200 for year 2016.
@ Net asset per share are computed based on number of ordinary shares of 84,103,400 for year 2012 and 2013, 420,517,000 for year
2014, 417,872,100 for year 2015 and 416,469,200 for year 2016.
LONG TERM AND DEFERRED LIABILITIES 162,898 225,830 302,654 288,778 468,930
CURRENT LIABILITIES 175,741 285,804 276,997 446,772 382,799
TOTAL LIABILITIES 338,639 511,634 579,651 735,550 851,729
600,000 100,000
500,000 80,000
400,000
60,000
300,000
40,000
200,000
100,000 20,000
0 0
2012 2013 2014 2015 2016 2012 2013 2014 2015 2016
36% 42%
0%
32%
26%
0%
64%
10.0
8.0
6.0
4.0
2.0
0.0
2012 2013 2014 2015 2016
FINANCIALYEAR
6
4
2
0
2012 2013 2014 2015 2016
FINANCIAL YEAR
4
3.5
3
2.5
RM
2
1.5
1
0.5
2012 2013 2014 2015 2016
FINANCIALYEAR
* The basic earning per share are computed based weighted average number of ordinary shares for the financial year under review.
# Dividend per share are computed based on number of ordinary shares of 84,103,400 for year 2012 and 2013, 420,517,000 for year
2014, 417,872,100 for year 2015 and 416,469,200 for year 2016.
@ Net asset per share are computed based on number of ordinary shares of 84,103,400 for year 2012 and 2013, 420,517,000 for year
2014, 417,872,100 for year 2015 and 416,469,200 for year 2016.
CHAIRMANS STATEMENT
On behalf of the Board of Directors of Tiong Nam Logistics Holdings Berhad (TNLHB
or the Company), I am delighted to present the Annual Report and Audited Financial
Statements of Tiong Nam Logistics Holdings Berhad and its subsidiaries (the Group)
and the Company for the financial year ended 31 March 2016 (FY 2016).
ECONOMIC REVIEW
The global economy expanded moderately against a backdrop of high financial market volatility. The advanced economies
continued to register modest improvements, as the pace of growth remained constrained by crisis-related legacies, including
high indebtedness and labour market slack. In Asia, economic activity expanded at a more moderate pace due in part to the
weakness in exports. Amid these developments, several economies adopted more stimulus to support growth. (Source: Economic
and Financial Developments in Malaysia in the First Quarter of 2016, Bank Negara Malaysia).
Malaysias economy has also been affected by weak oil and commodity prices, cautious financing policy for property sector,
increasing cost of living, more reserved consumer spending sentiments and pressure of currency exchange. Our GDP registered
a lower growth of 4.5% than projected earlier. It is generally expected that Malaysias economy would continue to face stiff
challenges, both on global and domestic fronts for Year 2017. In particular for Tiong Nam Group, two major segments i.e logistic
and Property Development are expected to brace for more competitions and head winds for the current and next financial year.
Despite under such uncertain economic circumstances and competitive environment, I am pleased to note that the Group
remained resilient, staying true to our core competencies to build our expertise in the total logistics sector as well as property
development sector, and serve our customers to the best of our ability. This stable foundation has enabled the achievement of
another year of strong performance by the Group.
OPERATIONAL REVIEW
As one of the largest integrated logistics service providers in Asia Pacific, we are offering a diverse range of services, from total
logistics solutions, refrigerated transport and storage, heavy lifting and transportation, bonded and free commercial zone (FCZ)
warehouses to technologically advanced warehouses with automation tools and logistics facilities equipment.
Although with the implementation of GST, our warehouses in free commercial zone (FCZ) located at Pelabuhan Tanjung Pelepas
will allow our customers to enjoy the tax free advantage during the transhipment period. The well-established facility has not
only created the competitive edge for domestic importer, but also for the foreign entity who wish to extend their footprint in
Malaysia.
Building on our core strength of having an experienced and well trained team operating an established network of warehousing
and logistics facilities across the country, we were able to provide quality and efficient total logistics solutions to our customers,
meeting their needs whole-heartedly.
As recognition of our quality and achievement, I am proud to share with you that our Company has again in April 2016 won
the Best Road Transportation Service Provider of the Year and the Best Domestic Distribution Service Provider of the Year at the
2016 Malaysia Excellence Awards organized by Frost & Sullivan.
Despite the cooling of property market and the GST implementation, our property development segment remained profitable
in FY 2016, as we continued to build our name in this segment and delivered good quality products to our customers.
FINANCIAL PERFORMANCE
The logistics and warehousing services segment remained the main contributor to the Groups results for FY 2016. Despite the
challenging business environment, this segment registered a revenue of RM 437 million compared to RM417 million recorded
in the previous financial year, representing a growth of 4.8%. Consequently, this segment recorded a higher profit before tax
(PBT) of RM 56 million (FY 2015 : RM 24 million), representing an increase of 133.3%. This significant increase in PBT is mainly
due to the increase in sales contribution as well as the improvement in operational efficiency and cost control effectiveness.
In addition, the fair value gain from our investment properties increased to RM 28.7 million from RM 7.3 million in FY 2015.
The property development segment recorded a revenue of RM 131 million compared to RM200 million in the previous financial
year, representing a decrease of 34.5%. Hence, this segment contributed a lower PBT of RM 51 million (FY 2015 : RM 83
million), representing a decrease of 38.6%. This decrease is mainly due to our construction progress for one of our flagship
projects in Johor Bahru (Tiong Nam Business Park Kempas 2) is completed.
The Groups balance sheet remained robust with shareholders fund of RM 598 million (FY 2015: RM 458 million) and net
assets per share of 147 sen (FY 2015: 109 sen) as at 31 March 2016. We continued to manage our funding on an optimal debt-
equity mix, with the debt-to-equity ratio improved to 0.89 from 0.95 in FY 2016.
DIVIDENDS
In appreciation of the continuing support from our shareholders, it is my pleasure to announce that the Board has recommended
a final single tier dividend of 5.0 sen per ordinary share totalling RM 20.8 million for the financial year ended 31 March 2016.
Our Board is of the view that the recommended dividend provides an adequate balance between rewarding its investors with
appropriate return and retaining sufficient profits to sustain future growth.
CORPORATE GOVERNANCE
The Group is committed to continuously uphold and implement the best practices towards achieving the governance framework
set out in the Malaysian Code of Corporate Governance. The measures are detailed in the Corporate Governance Statements,
page 17 to 25 of this Annual Report.
FUTURE PROSPECTS
Financial year 2017 will be a challenging year with uncertain global economic scenario, the weakening of the ringgit against
most currencies, and increase in cost of living.
Nevertheless, we are confident that we have the necessary experience and strength to face the anticipated challenges ahead.
We will continuously focus on providing efficient total logistics solutions at the most cost effective way for the logistics segment
and delivering quality products for the property development segment. In the meantime, the property development segment is
expected to contribute positively to the Group in FY 2017, with the unbilled sales amounting to RM200 million.
With the above measures, we, the Board of Directors are confident that the Group shall be able to remain profitable in FY 2017.
APPRECIATION
On behalf of the Board, I would like to extend our appreciation and gratitude to our valued shareholders, customers, financial
institutions, business associates and the regulatory authorities for their continuing trust, support, contribution and confidence
in our Group during the financial year.
I would also like to express my gratitude to the Board members, the management and all of the staffs for their valuable
contribution and commitment to the Group. With the continued support from all our stakeholders, we look forward to another
successful year ahead.
Dato Fu Ah Kiow
Chairman
29 July 2016
CORPORATE INFORMATION
Dato Fu Ah Kiow @ Oh (Fu) Soon Guan (Chairman) Lot 30462 Jalan Kempas Baru
81200 Johor Bahru, Johor Darul Takzim
Ong Yoong Nyock (Managing Director) Tel: 07-2321299 Fax: 07-2361299
Yong Kwee Lian (Executive Director) E-mail: hqm@tiongnam.com.my
Website: www.tiongnam.com
Chang Chu Shien
Ong Eng Teck @ Ong Eng Fatt
AUDITORS
Yong Seng Huat
Ling Cheng Fah @ Ling Cheng Ming KPMG
Level 14 Menara Ansar
Dr Sia Teck Chin 65 Jalan Trus
80000 Johor Bahru, Johor Darul Takzim
Ong Wei Kuan (Executive Director)
REGISTRAR
AUDIT COMMITTEE MEMBERS Tricor Investor & Issuing House Services Sdn Bhd
Unit 32-01, Level 32, Tower A,
Ling Cheng Fah @ Ling Cheng Ming (Chairman)
Vertical Business Suite, Avenue 3, Bangsar South,
Dr Sia Teck Chin
No. 8, Jalan Kerinchi, 59200 Kuala Lumpur
Yong Seng Huat
Tel: 03-2783 9299; Fax: 03-2783 9222
In the Frost & Sullivan 2016 Malaysia Excellence Award, Tiong Nam was awarded again the Best Domestic Road Transportation
Service Provider in Malaysia for the third time in year 2014, 2015 and 2016. Tiong Nam was also awarded the Best Domestic
Distribution Service Provider of the year 2016.
Besides that, Tiong Nam was awarded the Best Domestic Logistics Services Provider in Malaysia for the sixth time in year
2007, 2008, 2012, 2013, 2014 and 2015 and also the Best Regional Road Transportation Service Provider of the year 2015.
The award was based on the survey research of customers on the best practices and outstanding performances in the provision
of logistics services.
The award is supported by the Singapore Economic Development Board, Supply Chain Asia and the Logistics Institute Asia
Pacific.
Aged 67, Dato Fu Ah Kiow, male, was appointed to the Board of Directors of TNLHB on 30 April 2008. He has more than
thirteen (13) years of distinguished service in the Malaysian Government. He was elected a Member of Parliament in 1995
and was a Deputy Minister in several ministries prior to his retirement in 2008. Before joining the government, Dato Fu had
worked, as an engineer and in various managerial roles, with multinational companies, and later founded and successfully
managed companies engaged in construction and M&E engineering services. Currently Dato Fu is also the Board Chairman
of public listed Star Media Group Bhd (formerly known as Star Publications (Malaysia) Bhd) and Fitters Diversified Bhd.
Dato Fu holds a Bachelor of Science (Honours) degree in Physics and a Masters degree in Industrial Engineering and
Management Science.
Dato Fu does not have any family relationship with any director and/or major shareholder of Tiong Nam Logistics Holdings
Berhad (TNLHB). He does not have any conflict of interest in any business arrangement involving the Company or its
subsidiaries. He has no convictions for any offences within the past ten (10) years.
Dato Fu has attended all the four (4) Board meetings held during the financial year ended 31 March 2016.
Dato Fus equity interest in the Companys ordinary share and warrant C is disclosed in page 133 and 135 respectively. He
does not have any direct equity interest in the Companys subsidiaries.
Aged 63, Mr Ong Yoong Nyock, male, was appointed to the Board of Directors of TNLHB on 31 January 1990. He has more
than thirty seven (37) years of experience in the logistics industry. He started the transportation business in 1975 with a small
fleet of lorries transporting general cargo in Johor which has since expanded to become a well-established total logistics
company covering all the major routes of Peninsular Malaysia and East Malaysia. He also sits on the Board of Directors of
several subsidiaries of the Company and other unrelated private companies.
Mr Ong Yoong Nyocks spouse Madam Yong Kwee Lian and his son Mr Ong Wei Kuan are Executive Directors of TNLHB.
His brother Mr Ong Eng Teck @ Ong Eng Fatt and his brother-in-law Mr Yong Seng Huat are members of the Board. He has
no conflict of interest with the Company. He has abstained from deliberations and voting in respect of transactions between
the Group and related parties of which he has interest. He has no convictions of any offences within the past ten (10) years.
Mr Ong Yoong Nyock attended all the four (4) Board meetings held during the financial year ended 31 March 2016.
Mr Ong Yoong Nyock, by virtue of his substantial shareholdings (direct and indirect) and warrant C in the Company as disclosed
in page 133 and 135, he is deemed to have interest in the ordinary shares held by the Company in its subsidiaries.
Mr Ong Yoong Nyock is deemed interested in the transactions entered into by the Group in the ordinary course of business
with companies in which he and his close family members have substantial financial interest as disclosed in note 32 to the
financial statements.
Aged 64, Madam Yong Kwee Lian, female, was appointed to the Board of Directors of TNLHB on 31 January 1990. She has been
in the logistics industry for more than thirty four (34) years. She is responsible for building up of the Singapore-based customers
as well as contributing substantially to the day-to-day administrative and operating procedures of the Groups logistics business.
In addition, she sits on the Board of Directors of several subsidiaries of the Company and other unrelated private companies.
Madam Yong Kwee Lians spouse, Mr Ong Yoong Nyock is the Managing Director of TNLHB and her son Mr Ong Wei Kuan
is the Executive Director of TNLHB. Her brother Mr Yong Seng Huat and brother-in-law Mr Ong Eng Teck @ Ong Eng Fatt are
members of the Board. She has no conflict of interest with the Company. She has abstained from deliberations and voting in
respect of transactions between the Group and related parties of which she has interest. She has no convictions of any offences
within the past ten (10) years.
Madam Yong Kwee Lian has attended all the four (4) Board meetings held during the financial year ended 31 March 2016.
Madam Yong Kwee Lian, by virtue of her substantial shareholdings (direct and indirect) and warrant C in the Company as
disclosed in page 133 and 135, she is deemed to have interest in the ordinary shares held by the Company in its subsidiaries.
Madam Yong Kwee Lian is deemed interested in the transactions entered into by the Group in the ordinary course of business
with companies in which she and her close family members have substantial financial interest as disclosed in note 32 to the
financial statements.
Aged 55, Mr Yong Seng Huat, male, was appointed to the Board of Directors of TNLHB on 11 October 1991 and is a member
of the Nomination Committee, Risk Committee and Audit Committee. He holds a Bachelor of Arts (Economics) degree from
Brook University of Canada. From 1986 to 1989, he was employed as the Head of Business Department of Dai Hwa Holdings
(Malaysia) Bhd., a company formerly listed on the Main Market of Bursa Malaysia Securities Berhad and was primarily responsible
for business planning, shipping and market coordination for the said company. He was also formerly the Managing Director
of TN Forklift Group of companies from 1994 to 1997.
His sister, Madam Yong Kwee Lian and brother-in-law Mr Ong Yoong Nyock are Executive Director and Managing Director of
the Company respectively and hence members of the Board.
Mr Yong Seng Huat has no conflict of interest with the Company. He has no convictions of any offences within the past ten
(10) years.
Mr Yong Seng Huat attended all the four (4) Board meetings held during the financial year ended 31 March 2016.
Mr Yong Seng Huats indirect interest in the Companys ordinary shares is disclosed in page 133 and he does not have any
equity interest in the Companys warrant C and subsidiaries.
Aged 69, Mr Ong Eng Teck, male, was appointed to the Board of Directors of TNLHB on 11 October 1991. He has more than
thirty eight (38) years of experience as a car dealer and currently owns and manages companies dealing in motor vehicles and
hospitality activities.
His brother, Mr Ong Yoong Nyock and sister-in-law Madam Yong Kwee Lian are Managing Director and Executive Director of
the Company respectively and hence are members of the Board.
Mr Ong Eng Teck has no conflict of interest with the Company. He has no convictions of any offences within the past ten (10)
years.
Mr Ong Eng Teck attended all the four (4) Board meetings held during the financial year ended 31 March 2016.
Mr Ong Eng Teck does not have any equity interest in the Company or its subsidiary companies.
Aged 65, Mr Chang Chu Shien, male, was appointed to the Board of Directors of TNLHB on 11 October 1991. He is the
Chairman of the Remuneration Committee. He holds a Bachelor of Commerce degree (1973) from the University of New
South Wales, Sydney, Australia. He was employed by Australian Consolidated Industries Ltd. in Sydney, Australia, from 1974
to 1977. He joined Pahang Enterprise Sdn Bhd and Asia Oil Palm Sdn Bhd in 1977 as Administrative/Financial Director and
was the Managing Director of these companies since 1983. Both are oil palm plantation companies involved in production
and trading of palm oil products.
Mr Chang is also the Managing Director of Carotino Sdn Bhd which is involved in palm oil downstream manufacturing. He
is currently involved in plantation, manufacturing, property development, insurance, real estate and hotel operations. He is a
registered Real Estate Agent with the Board of Valuers, Appraisers & Estate Agents, Malaysia and a registered General Insurance
Agent with The Malaysian Insurance Institute.
Mr Chang Chu Shien has no family relationship with any of the Directors and/or major shareholders of TNLHB. He has abstained
from deliberations and voting in respect of transactions between the Group and related parties of which he has interest.
Mr Chang Chu Shien has no conflict of interest with the Company. He has no convictions of any offences within the past ten
(10) years.
Mr Chang Chu Shien attended three (3) Board meetings held during the financial year ended 31 March 2016.
Mr Chang Chu Shiens equity interest in the Companys ordinary shares and warrant C is disclosed in page 133 and 135
respectively and he does not have any direct equity interest in the Companys subsidiaries.
Aged 66, Mr Ling Cheng Fah @ Ling Cheng Ming, male, was appointed to the Board of Directors of TNLHB on 23 November
2001. He is the Chairman of the Audit Committee and Risk Committee. He is also a member of the Remuneration Committee
and Nomination Committee. He holds a Bachelor of Commerce degree from the University of Newcastle, Australia. He is a
member of the Institute of Chartered Accountants in Australia and Malaysian Institute of Accountants.
He worked as a Financial Controller/Company Secretary from 1980 to 1985 in Charlick Operations Pty Limited, a diversified
group and Senior Manager in a merchant bank, NZI Securities Australia Limited both with operations in Australia.
He joined the Company in 1992 as Group General Manager and was primarily responsible for the financial and corporate
functions of the Group.
Mr Ling Cheng Fah has no family relationship with any of the Directors and/or major shareholders of TNLHB.
Mr Ling Cheng Fah has no conflict of interest with the Company. He has no convictions of any offences within the past ten
(10) years.
Mr Ling Cheng Fah attended all the four (4) Board meetings held during the financial year ended 31 March 2016.
Mr Ling Cheng Fahs equity interest in the Companys ordinary shares is disclosed in page 133 and he does not have any direct
equity interest in the Companys warrant C and subsidiaries.
Aged 55, Dr Sia Teck Chin, male, was appointed to the Board of Directors of TNLHB on 18 November 2005. He is the Chairman
of the Nomination Committee and a member of the Audit Committee, Remuneration Committee and Risk Committee. He holds
a MBBS degree from the Mangalore University, India. He worked in the government hospital between 1989 to 1992. He is
currently a general practitioner operating his own clinic since 1992.
Dr Sia Teck Chin has no family relationship with any of the Directors and/or major shareholders of TNLHB.
Dr Sia Teck Chin has no conflict of interest with the Company. He has no convictions of any offences within the past ten (10) years.
Dr Sia Teck Chin attended all the four (4) Board meetings held during the financial year ended 31 March 2016.
Dr Sia Teck Chins equity interest in the Companys ordinary shares and warrant C is disclosed in page 133 and 135 respectively
and he does not have any direct equity interest in the Companys subsidiaries.
Aged 36, Mr Ong Wei Kuan, male, was appointed to the Board of Directors of TNLHB on 1 April 2011. He holds a Bachelor
of Science in Information System from Leeds University of United Kingdom. He joined Tiong Nam Group of Companies in
year 2005 as head of IT and cost management department. He also sits on the Board of Directors of several subsidiaries of the
Company and other unrelated private companies.
His parents, Mr Ong Yoong Nyock and Madam Yong Kwee Lian are Managing Director and Executive Director of the Company
respectively and hence are members of the Board. He has no conflict of interest with the Company. He has abstained from
deliberations and voting in respect of transactions between the Group and related parties of which he has interest. He has no
convictions of any offences within the past ten (10) years.
Mr Ong Wei Kuan attended all the four (4) Board meetings held during the financial year ended 31 March 2016.
Mr Ong Wei Kuans equity interest in the Companys ordinary shares and warrant C is disclosed in page 133 and 135 respectively
and he does not have any equity interest in the Companys subsidiary.
Mr Ong Wei Kuan is deemed interested in the transactions entered into by the Group in the ordinary course of business with
companies in which he and his close family members have substantial financial interest as disclosed in note 32 to the financial
statements.
BOARD OF DIRECTORS
Dr Sia Teck Chin, Madam Yong Kwee Lian, Mr Ong Wei Kuan, Mr Yong Seng Huat,
Mr Ong Eng Teck, Mr Ling Cheng Fah
CORPORATE STRUCTURE
The Board of Tiong Nam Logistics Holdings Berhad ( the Company ) recognizes the importance of adopting high standards of
corporate governance in the Company in order to safeguard stakeholders interests as well as enhancing shareholders value.
As such, the Board strives to embed in the Group a culture that aims to balance conformance requirements with the need to
deliver long-term strategic success through performance, without compromising on personal or corporate ethnics and integrity.
This corporate governance statement (Statement) sets out how the Company has applied the 8 Principles of the Malaysian
Code on Corporate Governance 2012 (MCCG 2012) and observed the 26 Recommendations supporting the Principles during
the financial year following the release of the MCCG 2012 by the Securities Commission in late March 2012. Where a specific
Recommendation of the MCCG 2012 has not been observed during the financial year under review, the non-observation,
including the reasons thereof and, where appropriate, the alternative practice, if any, is mentioned in this Statement.
PRINCIPLE 1 ESTABLISH CLEAR ROLES AND RESPONSIBILITIES OF THE BOARD AND MANAGEMENT
The Board recognizes the key role it plays in charting the strategic direction of the Company and has assumed the following
principal responsibilities in discharging its fiduciary and leadership functions:
reviewing and adopting a strategic plan for the Company, addressing the sustainability of the Groups business;
overseeing the conduct of the Groups business and evaluating whether or not its businesses are being properly managed;
identifying principal business risks faced by the Group and ensuring the implementation of appropriate internal controls
and mitigating measures to address such risks;
ensuring that all candidates appointed to senior management positions are of sufficient caliber, including having in place
a process to provide for the orderly succession of senior management personnel and members of the Board;
overseeing the development and implementation of a shareholder communications policy; and
reviewing the adequacy and integrity of the Groups internal control and management information systems.
To assist in the discharge of its stewardship role, the Board has established Board Committees, namely the Audit Committee,
Nomination Committee, Remuneration Committee and Risk Committee, to examine specific issues within their respective
terms of reference as approved by the Board and report to the Board with their recommendations. The ultimate responsibility
for decision making, however, lies with the Board.
Overall, our internal organization structure is designed to clarify lines of authority and responsibility for the business and
operation strategic, promote fast and accurate decisions, and enhance management transparency and efficiency.
To enhance accountability, the Board has established clear functions reserved for the Board and those delegated to
Management. There is a formal schedule of matters reserved to the Board for its deliberation and decision to ensure the
direction and control of the Company are in its hands. Key matters reserved for the Board include, inter-alia, the approval
of annual budgets, quarterly and annual financial statements for announcement, major investments, borrowings and
expenditure as well as monitoring of the Groups financial and operating performance. The Board has set up a written board
manual to provide guidance for Directors and Management regarding the responsibilities of the Board, its Committees
and Management, the requirements of Directors in carrying out their stewardship role and in discharging their duties
towards the Company as well as boardroom activities and will make it publicly available, through upload the Manual
on the Companys website at www.tiongnam.com in line with Recommendation 1.7 of the MCCG 2012.
At the date of this Statement, the Board has formalised a Directors Code of Ethics, setting-out the standards of conduct
expected from Directors. To include good ethnical conduct, the Group has established a Code of Conduct for employees,
encapsulated in Tiong Nams Employees Manual, which has been communicated to all levels of employees in the Group.
PRINCIPLE 1 ESTABLISH CLEAR ROLES AND RESPONSIBILITIES OF THE BOARD AND MANAGEMENT
(CONTD)
The Board is mindful of the importance of business sustainability and, in conducting the Groups business, the impact
of the Groups business on the environmental, social and governance (ESG) aspects is taken into consideration. Whilst
the Group embraces sustainability in its operations and supply chain, the Board has formalised a Sustainability Policy,
addressing the ESG aspects to be incorporated in the Groups strategy.
The Groups activities on corporate social responsibilities for the financial year under review are disclosed on pages 23
of this Annual Report.
Directors are supplied with relevant information and reports on financial, operational, corporate, regulatory business
development and audit matters for decisions to be made on an informed basis and effective discharge of the Boards
responsibilities.
Board members are provided with an agenda which contained matters which are to be discussed. The Board is provided
in advance Boards papers such as financial reports, comparative turnovers of various type of services provided, summary
of bank borrowings, variances analysis and other papers which require discussion, endorsement and approval of the
Board.
Senior Management is invited to attend Board meetings to provide additional information and explanation when deemed
necessary.
Board members, in the furtherance of their duties may take independent professional advice if necessary at the Companys
expense.
Directors have unrestricted access to the advice and services of the Company Secretary to enable them to discharge their
duties effectively. The Board is regularly updated and advised by the Company Secretary who is qualified, experienced
and competent on statutory and regulatory requirements, and the resultant implications of any changes therein to the
Company and Directors in relation to their duties and responsibilities.
During the financial year under review, the Board consisted of nine (9) directors, comprising three (3) Independent Non
Executive Directors, three (3) Non Independent Non Executive Directors and three (3) Non Independent Executive Directors.
This composition fulfils the requirements as set out under the Main Market Listing Requirements (Listing Requirements) of
Bursa Malaysia Securities Berhad (Bursa), which stipulate that at least two (2) Directors or one-third of the Board, whichever
is higher, must be independent. The profile of each Director is set out on pages 10 to 14 of this Annual Report. The Directors,
with their diverse backgrounds and specializations, collectively bring with them a wide range of experience and expertise in
areas such as engineering; entrepreneurship; finance and accounting.
The Nomination Committee (NC) was formed on 25 August 2001. The members are Dr Sia Teck Chin (Chairman),
Mr Yong Seng Huat and Mr Ling Cheng Fah. In the 2016 financial year, it has completed its review of the composition
of the Board of Directors. At the date of this report, the composition of the Board, Audit Committee has complied with
the Listing Requirements of Bursa Malaysia Securities Berhad.
The Board has stipulated specific terms of reference for the Nomination Committee, which cover, inter-alia, assessing and
recommending to the Board the candidature of Directors, appointment of Directors to Board Committees and training
programmes for the Board. The terms of reference require the Nomination Committee to review annually the required mix
of skills and experience of Directors; succession planning; training courses for Directors and other qualities of the Board,
including core-competencies which the Independent Non-Executive Directors should bring to the Board. The Committee
is also entrusted to assess annually the effectiveness of the Board as a whole, the Board Committees and contribution of
each individual Director.
The Articles of Association provide that at least one third of the Board is subject to retirement by rotation at each Annual
General Meeting. The Directors to retire in every year shall be those who have been longest in office since their appointments
or re-appointments. A retiring director is eligible for re-election.
The names of the retiring directors who are eligible for re-election are found on page 145 and their profiles are found on
pages 10 and 12 respectively.
The Audit Committee (AC) comprises of two (2) Independent Non-Executive Directors and one (1) Non Independent
Non-Executive Director. The AC members are Mr Ling Cheng Fah (Chairman), Dr Sia Teck Chin and Mr Yong Seng Huat.
The composition of the Audit Committee currently complies with the Listing Requirements of Bursa Malaysia Securities
Berhad.
The Committee reviews and approves the financial quarterly reports, internal audit processes and has five (5) meetings
during the financial year ended 31 March 2016.
Terms of reference and functions of the committee are found on pages 35 to 36 of this Annual Report.
The Remuneration Committee (RC) was established by the Board on 25 August 2001 to assist the Board in the adoption of
fair remuneration practices to attract, retain and motivate Directors. Business Strategic, long-term objectives, responsibilities
of Directors, expertise required in the discharge of the duties and the complexity of the Groups business are aligned to
the remuneration of Directors. The members are Mr Chang Chu Shien (Chairman), Dr Sia Teck Chin and Mr Ling Cheng
Fah.
The wealth of experience, skills and competencies of the Board members are detailed in the profile of Directors on pages
10 to 14.
Drawing from the market information in relation to the profitability, turnover, total assets and types of industry, the
Committee has certain market information on remuneration of executive Directors and non-executive Directors.
The remuneration of Non-Executive Directors is recommended by the Board and approved by shareholder of the Company.
The Non-Executive Directors do not participate in discussion of their remuneration.
The aggregate remuneration of the directors of the Group categorized into salaries and allowances and fees are as follows:-
Executive
Non-Executive
Aggregation Remuneration Directors Directors
RM RM
Total
1,738,000 369,000
Range of Remuneration
RM 0 to RM 50,000 2
RM 50,001 to RM 100,000 4
RM 300,001 to RM 350,000 1
RM 500,001 to RM 550,000 1
RM 800,001 to RM 850,000 1
The RC was formed on 21 May 2011. The members are Mr. Ling Cheng Fah (Chairman), Mr. Yong Seng Huat, Dr. Sia Teck
Chin and senior management staff.
The RC oversees the Risk Working Committee which comprised of Senior Managers of the Group.
The Risk Management Framework which was established and designed to monitor and to mitigate the Groups risks
associated with operational, financial, market and strategic risks which is reviewed by the Risk committee and the Board.
Details of Risk Management Framework are disclosed in the Statement of Risk Management and Internal Control on page
37 to 39.
The position of Chairman is held by Dato Fu Ah Kiow an Independent Non-Executive Director, whereas Group Managing
Director is held by Mr Ong Yoong Nyock a Non-Independent Executive Director.
The Chairman is responsible for ensuring the adequacy and effectiveness of the Boards governance process and acts as a
facilitator at Board meetings to ensure that contributions from Directors are forthcoming on matters being deliberated and that
no Board member dominates discussion.
The Independent Non-Executive Directors bring to bear objective and independent views, advice and judgment on the interests,
not only of the Group, but also of shareholders, employees, customers, suppliers and the communities in which the Group
conducts its business. Independent Non-Executive Directors are essential for protecting the interests of shareholders and can
make significant contributions to the Companys decision making by bringing in the quality of detached impartiality.
During the financial year under review, the Board assessed the independence of its Independent Non-Executive Directors
based on criteria set out in the Listing Requirements of Bursa. Company does not provide a limit of a cumulative term of nine
(9) years on the tenure of an Independent Director.
Recommendation 3.2 stipulates that an Independent Director may continue to serve on the Board upon reaching the 9-year
limit subject to the Independent Directors re-designation as a Non-Independent Non-Executive Director. In the event the
Board intends to retain the Director as Independent after the latter has served a cumulative term of nine (9) years, the Board
must justify the decision and seek shareholders approval at a general meeting, normally the Annual General Meeting of the
Company. In justifying the decision, the Board is required to assess the candidates suitability to continue as an Independent
Non-Executive Director based on the criteria of independence as adopted by the Board.
The Board of Directors met on four (4) occasions during the financial year ended 31 March 2016. All Board meetings were held
at Lot 30462 Jalan Kempas Baru, 81200 Johor Bahru, Johor Darul Takzim. The date and time of the Board meetings are as follows:
Date Time
No. of meeting
Names Designation attended
The Board endeavors to present a balance and clear assessment of the Groups financial position and prospect through
unaudited quarterly financial reporting via the Bursa Malaysia Securities Berhad, annual audited financial statements,
Chairman Statement and review of operations in the annual reports.
The audit committee reviews the quarterly financial statements and the annual financial statement before they are
submitted to the Board for approval. A statement of the directors responsibilities for preparing the financial statements
is set out on page 34 of this annual report.
The Statement on risk management and internal control set out on pages 37 to 39 of the annual report provides an
overview of the Group state of internal control.
The Board has maintained an independent and transparent relationship with the external auditors. External auditors
views, opinions and expertises are sought by Senior Management and Board Members periodically on general accepted
accounting principles, financial reporting standards, appropriate disclosures, dealings with authorities and compliances.
Discussions with external auditors are held during the finalisation of the annual audited financial statements, quarterly
Audit Committee meeting from time to time and on internal control matters.
(iv) Training
The Directors of the Company have attended the Mandatory Accreditation Programme (MAP) prescribed by the Bursa
Malaysia Securities Berhad for directors of public listed companies. The Directors are aware that they are required to
continue to update themselves on their skills and knowledge to discharge their duties.
During the year, the Directors have attended the following training programme/seminars/forum:-
All the Directors have been advised to attend at least one (1) or more programme/seminar/forum for the new financial
year 2017 which have direct relevance to the disposal of their duties and responsibility as Director and keep abreast with
the latest developments in the capital markets, relevant changes in laws and regulations and the business environment
from time to time.
The Company Secretary normally circulates the relevant statutory and regulatory requirements from time to time for the
Boards reference and briefs the Board on the updates, where applicable. The Group Financial Controller and External
Auditors also brief the Board members on any changes to the Malaysian Financial Reporting Standards that affect the
Groups financial statements for the financial year under review.
The Group has complied substantially with the best practices in Corporate Governance as provided by the Malaysia Code
of Corporate Governance.
The Tiong Nam Group has existing health environmental safety policies which are periodically reviewed taking into
accounts of changing business environment.
Majority of our trucks are equipped with Euro 2 engines which are environmental friendly. The Group has taken steps to
convert its trucks to use gas instead of diesel which is another step to further enhance the environment.
The Group has consistently made donations to charitable organizations and schools and supported charitable events
organized by them.
During the year, the Group has been invited to a Charity Gala Dinner held by Rotary Club of Johor Bahru on 5th March
2016. The purpose is to set up a Kidney Dialysis Centre at Bandar Seri Alam in Johor, which would bring benefit to a
large number of people, especially those who are poor and cannot afford to pay for such life-saving treatments.
I t is the Boards commitment to present a balanced and meaningful assessment of the Groups financial performance and
prospects at the end of each reporting period and financial year, primarily through the quarterly announcement of Groups
results to Bursa, the annual financial statements of the Group and Company as well as the Chairmans statement and review
of the Groups operations in the Annual Report, where relevant.
The Board is responsible for ensuring that the financial statements give a true and fair view of the state of affairs of the Group
and the Company as at the end of the reporting period and of their results and cash flows for the period then ended.
In assisting the Board to discharge its duties on financial reporting, the Board established an Audit Committee, comprising of
two (2) Independent Non-Executive Directors and one (1) Non-Independent Non Executive Director. The AC members are Mr
Ling Cheng Fah (Chairman), Dr Sia Teck Chin and Mr Yong Seng Huat. The composition of the Audit Committee, including its
roles and responsibilities, are set out in the Audit Committee Report on pages 35 to 36 of this Annual Report. One of the key
responsibilities of the Audit Committee in its specific terms of reference is to ensure that the financial statements of the Group
and Company comply with applicable financial reporting standards in Malaysia and provisions of the Companies Act, 1965. Such
financial statements comprise the quarterly financial report announced to Bursa and the annual statutory financial statements.
The Board understands its role in upholding the integrity of financial reporting by the Company. Accordingly, the Audit
Committee, which assists the Board in overseeing the financial reporting process of the Company, will formalize and adopt a
policy for the types of non-audit services permitted to be provided by the external auditors, including the need for the Audit
Committees approval in writing before such services can be provided by the external auditors. To address the self review
threat faced by the external audit firm, the procedures to be included in the policy require the engagement team conducting
the non-audit services to be different from the external audit team.
In assessing the independence of external auditors, the Audit Committee requires written assurance by the external auditors,
confirming that they are, and have been, independent throughout the conduct of the audit engagement with the Company in
accordance with the independence criteria set out by the International Federation of Accountants and the Malaysian Institute
of Accountants.
The Board regards risk management and internal controls as an integral part of the overall management processes. The following
represent the key elements of the Groups risk management and internal control structure:
(1) An organizational structure in the Group with formally defined lines of responsibility and delegation of authority;
(2) Review and approval of annual business plan and budget of all major business units by the Board. This plan sets out
key business objectives of the respective business units, the major risks and opportunities in the operations and ensuing
action plans;
(3) Quarterly review of the Groups business performance by the Board, which also covers the assessment of the impact of
changes in business and competitive environment.
(4) Active participation and involvement by the Group Managing Director and Non-Independent Executive Directors in the
day-to-day running of the major business and regular discussions with the senior management of smaller business units
on operational issues; and
(5) Monthly financial reporting by the subsidiaries to the holding company.
Recognizing the importance of having risk management processes and practices, the Board had formalized a Risk Committee
to identify and manage the major or significant operational, financial and market risks associated with Groups business.
In line with the MCCG 2012 and the Listing Requirements of Bursa, the Company has in place an in-house Internal Audit (IA)
function, which reports directly to the Audit Committee on the adequacy and effectiveness of the Groups internal controls.
The internal audit is guided by internal auditing standards promulgated by the Institute of Internal Auditors Inc, a globally
recognized professional body for internal auditors. The internal audit function is independent of the activities it audits and the
scope of work it covered during the financial year under review is provided in the Audit Committee Report set out on pages
35 to 36 of this Annual Report.
The Board is aware of the need to establish corporate disclosure policies and procedures to enable comprehensive, accurate
and timely disclosures relating to the Company and its subsidiaries to be made to the regulators, shareholders and stakeholders.
Accordingly, the Board has formalised pertinent corporate disclosure policies not only to comply with the disclosure requirements
as stipulated in the Listing Requirements of Bursa, but also setting out the persons authorized and responsible to approve and
disclose material information to regulators, shareholders and stakeholders.
To augment the process of disclosure, the Board has earmarked a dedicated section for corporate governance on the Companys
website, where information on the Companys announcements to the regulators, the Board Manual, rights of shareholders and
the Companys Annual Report may be accessed.
The Annual General Meeting (AGM), which is the principal forum for shareholder dialogue, allows shareholders to
review the Groups performance via the Companys Annual Report and pose questions to the Board for clarification. At
the AGM, shareholders participate in deliberating resolutions being proposed or on the Groups operations in general.
At the last AGM, a question & answer session was held where the Chairman of the meeting invited shareholders to raise
questions with responses from the Board and Senior Management.
The Notice of AGM is circulated to shareholders at least twenty-one (21) days before the date of the meeting to enable
them to go through the Annual Report and papers supporting the resolutions proposed. All the resolutions set out in the
Notice of the last AGM were put to vote by a show of hands and duly passed. The outcome of the AGM was announced
to Bursa.
The Board recognizes the importance of being transparent and accountable to the Companys shareholders and prospective
investors. The various channels of communications are through meetings with institutional shareholders and investment
communities, quarterly announcements on financial results to Bursa, relevant announcements and circulars, when
necessary, the Annual and Extraordinary General Meetings and through the Groups website at www.tiongnam.com
where shareholders and prospective investors can access corporate information, annual reports, press releases, financial
information, company announcements and share prices of the Company. To maintain a high level of transparency and to
effectively address any issues or concerns, the Group has a dedicated electronic mail, i.e. info.investor@tiongnam.com
to which stakeholders can direct their queries or concerns.
However, any information that may be regarded as undisclosed material information about the Group will not be given
to any single shareholder or shareholder group.
The Company takes into consideration the shareholders rights to access information relating to the Company and has
thusly, taken measures to enable the Company to communicate effectively with its shareholders, prospective investors,
stakeholders and public generally with the intention of giving them a clear picture of the Groups performance and
operations.
However, recurring related party transactions of a revenue or trading nature in the ordinary course of business which are
entered into by the Company and its subsidiaries involving the interest of Mr Ong Yoong Nyock and Madam Yong Kwee
Lian, Managing Director and Executive Director respectively and substantial shareholders of the Company and Mr Chang
Chu Shien a Non-Independent Non-Executive Director, Mr Ong Wei Kuan a Non-Independent Executive Director and
persons connected to the Directors and/or Substantial Shareholders of the Company, Mr Ong Yong Meng, Mr Ong Weng
Seng, Madam Yong Wei Lian and Mr. Wong Swee Siong have been mandated and approved by the shareholders in the
Annual General Meeting of the Company held on 12 September 2015.
3. NON-AUDIT FEE
The non-audit fees incurred by the Company and its subsidiaries and payable to the external auditors, Messrs KPMG and
its affiliates for the financial year ended 31 March 2016 are as follows:-
4. REVALUATION POLICY
The accounting policy of revaluation of the land and buildings is stated in Notes to the financial statements under Note 2(d)
(i) of summary of significant accounting policies under heading property, plant and equipment in the financial statements
of the Company and its subsidiaries for the financial year ended 31 March 2016.
5. UTILISATION OF PROCEEDS
No proceeds were raised from any corporate exercise during the financial year.
6. SHARE BUY-BACK
Detail of share repurchased during the financial year ended 31 March 2016 are as follows:
Total 1,402,900
1,453,263
At the end of the financial year, a total of 4,243,100 of the repurchased shares are being held as treasury shares and
carried at cost. There is no resale of treasury shares or cancellation of shares during the financial year.
The Company has not issued any options, warrants or convertible securities during the financial year ended 31 March
2016.
The Company has not sponsored any ADR or GDR programme during the financial year ended 31 March 2016.
9. PROFIT GUARANTEE
There was no profit guarantee given by the Company during the financial year.
There was no material variation between the audited results for the financial year ended 31 March 2016 and the unaudited
results previously announced. The Company did not make any release on the profit estimate, forecast or projections for
the financial year.
The internal audit function is performed in house and the cost incurred in respect of financial year 2016 is RM 468,746.00.
12. RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (AS DEFINED
UNDER PARAGRAPH 10.09 OF THE BURSA SECURITIES LISTING REQUIREMENTS) CONDUCTED
PURSUANT TO THE SHAREHOLDER MANDATE DURING THE FINANCIAL YEAR 2016
The nature of transactions with the Related Parties involving the interest of the Major Shareholders and Directors of the
Company, namely Mr. Ong Yoong Nyock (OYN) and Madam Yong Kwee Lian (YKL) and the following the persons
connected to them are as follows:
(i) Mr. Ong Weng Seng (OWS) and Mr. Ong Yong Meng (OYM), both are brothers of OYN
(ii) Madam Yong Wei Lian (YWL), sister of YKL
(iii) Mr. Pan Chee Seng (PCS), husband of YWL
(iv) Mr. Wong Swee Siong (WSS), brother-in-law of YKL
Transacted
Transacting Party Nature of Relationship Nature of Transactions Value
RM 000
a Linocraft Printers L P S B i s 7 0 % ow n e d Freight income received from provision of
Sdn Bhd (LPSB) by Charlecote Sdn Bhd transportation and related services such as
(CSB) forwarding, handling stuffing and unstuffing,
container haulage services and general
CSB is 50% and 50% warehousing facilities. 2,536
owned by OYN and YKL
respectively. The above services and warehouse facilities are
provided by TNLS and TNLSB.
OYN is a director in LPSB
and owned 11% share. Rental income on buildings provides by TNLS at
Plo 112E, Butterworth. 43
b TN Transport & OYN 50% Rent payable for rental of general warehouse in
Warehousing Pte Ltd YKL 50% Singapore :-
(TNTW) (Singapore) - 25, Senoko Loop, Woodland East Industrial
Both OYN and YKL are Estate, Singapore 758158. 1,689
directors in TNTW. - Warehouse management fee 4,168
c Tiong Nam Holdings OYN 70% Rent payable for rental of parking lot at PT
Sdn Bhd (TNH) and YKL 30% 14340 & 14341, Mukim Damansara, Shah Alam
the following wholly provided to TNLS. 1,230
owned subsidiaries: OYN is a director of
- Generation Essential TNH and OWS and
Enterprise Sdn Bhd OYM are directors in the
(GE) following wholly owned
- Melia Legend subsidiaries:-
Sdn Bhd (ML) - GE
Transacted
Transacting Party Nature of Relationship Nature of Transactions Value
RM 000
d G-Force Sdn Bhd OWS 39.1% Income from rental of general and bonded
(GFSB) and the OYM 39.6% warehouses and coldroom facilities in Shah
following wholly Alam:-
owned subsidiaries: Both OWS and OYM are - Lot 2-30, 32 & 34, Lion Industrial Park, Shah
- Trans-Crest directors in GFSB and the Alam 54
Sdn Bhd (TC) following wholly owned
- GFA Logistics subsidiaries: The above warehouse, office and coldroom
Sdn Bhd (GFA) - TC facilities are provided by GFLS.
e Tiong Wang Movers OYM 30% Income from rental of office at Lot 30462 Jalan
(JB) Sdn Bhd (TWM) OWS 70% Kempas Baru, Johor Bahru provided by TNLS. 10
Both OYM and OWS are Transportation and related services, handling,
directors in TWMJB forklift services, trucking and sale of diesel
provided by TNLS & TNHT. 28
f Trinity Legend Sdn Bhd OYN 50% Rent payable for rental of yard at Lot PT 28722,
(TLSB) OWK 50% Mukim Damansara, Selangor provided to TNHT. 267
Transacted
Transacting Party Nature of Relationship Nature of Transactions Value
RM 000
g Fastrans (M) Sdn Bhd OYN 70% Rent payable for rental of office block at Lot
(FTSB) YKL 30% 30462, Jalan Kempas Baru, Johor Bahru provided 3,091
to TNLS.
OY N a n d O W K a r e
directors in FTSB.
h Theak Yuan Elektrik WSS is a director in TYESB. Charges payable for construction works provided
Engineering Sdn Bhd to FVSB. 2,493
(TYESB)
i TN Logistics Solutions OYN, OWK and OYM are Freight income received from provision of
Co Ltd (TNLSCL) directors in TNLSCL. transportation and related services such as
forwarding and handling, stuffing and unstuffing
provided by TNLS. 159
k Tiong Wang Movers OYM 49% Charges payable for motor vehicle rental
(KL) Sdn Bhd provided to TNHT. 30
(TWMKL) OYM is a director in
TWMKL.
The nature of transactions with Related Parties of which the Director of the Company, Mr Ong Wei Kuan (OWK) is a shareholder
and a director and therefore has financial interest in the Company are as follows:
Transacted
Transacting Party Nature of Relationship Nature of Transactions Value
RM 000
a Semangat Forwarding OWK 5.5% Income from rental of office provided by TNLS
Agent Sdn Bhd (SFA) & GFLS:-
- Lot 2, Padang Besar 12
- Lot 24, Pasir Gudang 12
- D28A, Pelabuhan Tanjung Pelepas 18
- Lot 5, Port Klang 78
Transacted
Transacting Party Nature of Relationship Nature of Transactions Value
RM 000
b Dynamic Tyre OWK 7% Income from rental of warehouse at Lot 30462,
Sdn Bhd (DTSB) Jalan Kempas Baru, Johor Bahru provided by
TNLS. 72
c Vyos Technology OWK 7% Income from rental of offices in Johor & Kuala
Sdn Bhd (VTSB) Lumpur provided by TNLS:
- Lot 30462, Jalan Kempas Baru 65
- Lot 204, Shah Alam 30
d TN Engineering Sdn OWK 10% Income from freight and sales of diesel provided
Bhd (TNE) and the by TNLS and TNLHB. 50
following subsidiaries:
- Power Auto Marketing Income from rental of warehouses and
Sdn Bhd (PAM) showroom, offices and service centre in Kuantan,
(70%) Shah Alam and Johor provided by TNLS:
- Lot 203D, Gebeng Industiral Estate, Kuantan 18
- PTD 56039, Johor Bahru 42
e TN Engineering (SA) OWK 8% Income from freight and sales of diesel provided
Sdn Bhd (TNESA) by TNLS and TNLHB. 48
Transacted
Transacting Party Nature of Relationship Nature of Transactions Value
RM 000
f TN Fabrication OWK 7% Income from freight provided by TNLS. 1
Assembly &
Engineering Sdn Bhd Charges payable for purchasers of trailers and
(TNFAESB) (formerly trucks accessories by TNLS. 5
known as TN Autoparts
Sdn Bhd) (TNASB)
g Create Fortune OWK is a director in CFE. Charges payable for hostel rental at PTP, Johor
Enterprise Sdn Bhd provided to TNLS. 27
(CFE)
The nature of transactions with a Related Party of which the Director of the Company, Mr Chang Chu Shien (CCS) is a
shareholder and a director and therefore has financial interest in the Company are as follows:-
Transacted
Transacting Party Nature of Relationship Nature of Transactions Value
RM 000
a Straits View Hotel CCS 19.6% Rent payable for rental of a general warehouse
Sdn Bhd (SVH) in Shah Alam provided to TNLS
CCS is a director in Straits i) Lot 2-43 & 2-45, Lion Industrial Park, Shah 666
View Hotel Sdn Bhd Alam
ii) Lot 2-13, Lion Industrial Park, Shah Alam 456
The nature of transactions with the Related Parties involving the interest of Director, major shareholders and person connected
of the Company are as follows:-
Transacted
Transacting Party Nature of Relationship Nature of Transactions Value
RM 000
a Dato Fu Ah Kiow @ DFAK is a director in Progress billings for the sales of properties to
Oh (Fu) Soon Guan TNLHB. Related Party. 75
(DFAK)
b Ong Yong Meng OYM is brother of OYN. Progress billings for the sales of properties to
(OYM) Related Party. 138
c Yong Kwee Lian YKL is a director in TNLHB. Progress billings for the sales of properties to
(YKL) Related Party. 1,033
d Ong Wei Kuan OWK is a director in Progress billings for the sales of properties to
(OWK) TNLHB. Related Party. 395
e Real Legend Sdn Bhd OYN - 30% Progress Billing for the sales of properties to
(RLSB) Related Party. 145
OYN is a director in RLSB.
Transacted
Transacting Party Nature of Relationship Nature of Transactions Value
RM 000
f Linocraft Printers Sdn L P S B i s 7 0 % ow n e d Progress Billing for the sales of properties to
Bhd (LPSB) by Charlecote Sdn Bhd Related Party. 987
(CSB)
g Theak Yuan Elektrik WSS is brother-in-law of Progress Billing for the sales of properties to
Engineering Sdn Bhd YKL. Related Party. 3,299
(TYESB)
The Directors are required by the Companies Act 1965 to prepare financial statements which give a true and fair view of the
state of affairs of the Company and its subsidiaries as at the end of each financial year and of the profit and loss for that period.
In preparing the financial statements as set out on pages 41 to 132 of this Annual Report, the Board has ensured that appropriate
accounting policies have been consistently applied, make reasonable and prudent judgements and estimates in accordance to
applicable accounting standards and provision of Companies Act 1965 subject to any explanations and any material departures
disclosed in the notes to the financial statements.
The Directors are responsible for ensuring that the Company and its subsidiaries keep accounting records which disclose with
reasonable accuracy financial positions of the company and its subsidiaries and which enable them to ensure the financial
statements comply with the Companies Acts 1965. The Directors have the general responsibility for taking such steps as are
reasonable open to them to safeguard the assets of the Group and to prevent and to detect fraud and other irregularities.
Objectives
1. To ensure quarterly results and the annual financial statements of the Group
a) have been prepared in accordance with generally accepted accounting principles and comply with all statutory
and the Bursa Malaysia Securities Berhad requirements.
b) provided by the management are realistic and reliable.
2. To identify and review business risks and ensure that the Group system of internal control is effective and measures
implemented have been adhered to by the management and staff of the Group.
3. To ensure that internal and external exceptional findings in relation to compliance with the Authorities and the Bursa
Malaysia Securities Berhad requirements are corrected and measures be implemented to avoid recurrent.
Committee
Duties
1. To review the quarterly results and annual financial statements of the Group
a) to ensure that they have been prepared in accordance with generally accepted accounting principles and that all
statutory requirements have been complied with.
b) to ensure quarterly results and annual financial statements are true and fair.
2. To identify and review business risks, the effectiveness of internal control with the internal and external auditors.
3. To discuss with internal and external auditors in relation to the scope of the audit and audit procedures.
4. To discuss with internal and external auditors and to report to the Board of Directors significant results and findings.
5. To consider and recommend the appointment of external auditors, the audit fees and any question of resignation or
dismissal.
6. To review recurrent related party transactions and ensure that the transactions are entered into at arms length basis and
have benefits in term of revenue, efficiency, improving the profile and increasing customer base of the Group.
7. To consider any other functions that may be required and agreed to be undertaken by the Audit Committee and the Board
of Directors.
8. Overseeing the internal audit functions.
Meeting
1. Quorum for meeting shall be a majority of members present at the meeting who are independent Directors.
2. The committee shall meet not less than four (4) times per annum.
3. Directors who are non-members and/or employees may attend any particular meeting only at the audit committees
invitation, specific to the relevant meeting to provide explanation and expertise advice.
4. The appointed secretary (usually company secretary) shall take minutes for all proceedings and matters discussed as well
as make record attendance for all members and invitees. All minutes of meeting shall be circulated to every member of
the Board.
Authority
1. The Audit Committee is authorised by the Board and at the expenses of the Group
i. to investigate any matters within its term of reference.
ii. have full and unrestricted access to any information of the Group.
iii. to be able to obtain independent professional and other advice.
The Audit Committee (AC) has a total of three (3) members and has held five (5) meetings during the financial year. The members
of the AC and their attendance are as follows:
The Agenda, internal audit reports and unaudited quarterly results are prepared and distributed to the members for discussions
and considerations and approval in the quarterly meetings held by the AC. Minutes of the quarterly meetings are made available
to the full Board.
SUMMARY OF ACTIVITIES
1. Review of unaudited quarterly results for announcement prior to the submission to the Board for approval.
2. The AC, internal auditor and external auditors met to discuss Group unaudited quarterly reports and internal control
procedures in respect of financial year ended 31 March 2016, final audited Financial Statement for the financial year
ended 31 March 2015 and matters arising for the Audit of the Financial Statement for the year ended 31 March 2015.
3. Reviewed quarterly audit work performed by the internal audit department, findings and actions taken to further strengthen
the internal control system.
4. AC has reviewed recurrent related party transactions for the pricing to ensure that they are comparable to market price
and that the transactions are entered into on arms length basis and benefits the Group in terms of revenue, efficiency,
improving the profile and increasing the Groups customer base.
During the year under review, the Group Internal Audit Department has performed audit on the branches operation and
management, property division, credit control and recurrent related party transactions.
The internal audit findings have been summarised and distributed to the members of the AC in their scheduled quarterly audit
committee meetings.
The Board of Directors recognises the importance of sound risk management practices and internal controls to safeguard
shareholders interest and assets of the Group. The Board of Directors acknowledges its responsibility for the adequacy and
the integrity of the Groups system of risk management and internal control which includes the establishment of an appropriate
control environment and risk framework, as well as reviewing its adequacy and effectiveness. By virtue of the nature of its
business activities, the Board considers its strategic risk appetite and seeks to minimise risks at operational level.
The Board is of the view that the risk management framework and internal control system are designed, implemented and
monitored to mitigate the Groups risks. There are inherent limitations to any system of internal control and the system is
designed to manage and minimise impact within an acceptable risk appetite, rather than eliminate the risk of failure to achieve
the policies, goals and objectives of the Group. In view of these, it can only provide reasonable but not absolute assurance of
effectiveness against operational oversight which may result in material misstatement of management and financial information
or against financial losses and fraud.
The risk management and internal control system has been in place for the financial year under review and up to the date of
approval of this statement.
Risk Committee was established by the Board to undertake the responsibility of reviewing the development of risk management
framework, align with business and operations requirements which supports the maintenance of a strong control environment.
The Group has established an on-going process for identifying, and documenting major risks, evaluating the potential impact
and likelihood of occurrence and mitigating controls. This process is reviewed by the Risk Committee and the Board.
Operational wise, a Risk Working Committee (RWC) was established. The members of RWC consist of all Heads of Department
within the Group. RWC is responsible for maintaining, monitoring and evaluating the effectiveness of the risk management
system on an on-going basis. The RWC meets from time to time to review and update the risk register, and assess status of risk
mitigation action plan. The risk governance structure is aligned across business units and subsidiaries of the Group through the
streamlining of the risk frameworks, policies and organisational structures in order to embed and enhance the risk management
and risk culture based on the Groups growth and expansion plan.
The Internal Audit Function undertakes regular reviews of the Groups operations and business processes to examine and evaluate
the adequacy and effectiveness of financial and operating controls, and highlights significant risks and non-compliance impacting
the Group. Where applicable, Internal Audit provides recommendations to improve on the effectiveness of risk managements,
control and governance processes. Management will follow up and review the status of actions on recommendations made
by the internal auditors and external auditors. Audit reviews are conducted according to risk-based approach, in line with the
Groups objectives and policies in the context of its evolving business and regulatory environment, taking into consideration
input from senior management and the Board.
The Audit Committee and Senior Management are conscious of the importance of maintaining a sound internal control system.
The Groups system of internal control is embedded in the day to day operational and management processes.
The Board of Directors, Audit Committee and Senior Management are aware of the significance of risk management and internal
control in the planning and day to day conduct of the Groups business activities. Therefore, procedures had been established
for the Company and its subsidiaries, to ensure the adequacy and integrity of the Groups internal control and management
information systems. These procedures are intended to provide an ongoing process of identifying, evaluating, monitoring and
managing the significant risks faced by the Group. These procedures are subject to regular reviews by the Board of Directors.
The following main processes of internal control are embedded in the day to day operations of the Group with continuing
effort to improve the processes:
1. Credit policies are established for new customers such as credit terms and limits, amount of deposit required for long
term rental of trucks or warehouses. Credit Control Committee has been established to provide stringent control when
approving new customers credit applications. Exceptions are allowed only when they are approved by the Managing
Director and Executive Director.
Credit control review is conducted by Credit Control Department and Marketing personnel on a regular basis and
exceptions are highlighted from time to time for consideration by senior management.
2. Information provided by Information Technology from written programs and developed software for Operations, Billing,
Logsheet, Driver Information, Inventory Management, Human Resources and Accounts are reviewed by Internal Audit
for accuracy to ensure that there is integrity in the information provided. Audit trails and check and balance are provided
for analysis for accuracy of information.
3. Goods in transit are insured for selected customers. Other customers have been advised to take their own insurance
cover for loss or damage to their goods. Similarly all warehouses are covered for fire risks insurance. Both goods in transit
for selected customers and fire risks insurance covers are reviewed periodically for their adequacy and renewed on an
annual basis.
4. Customers are invoiced in accordance to authorised quotations with attached documents such as endorsed customs
documents and delivery orders.
5. Payments made are adequately verified and approved with attached purchase orders and invoices.
6. Group Internal Audit monitors compliance on policies and procedures and the effectiveness of the system of internal
control and any significant non-compliance from policies and procedures are highlighted and corrected.
7. Drivers are given continuous training especially on defensive driving skill. Safety manuals have been compiled for drivers
in relation to safer ways to drive a truck, handling of goods and documents, hijacks and other safety measures.
Business risks and system of internal control are reviewed regularly in line with new customers requirements and extension
of existing business activities.
Group Internal Audit Department carries out the internal audit work on a planned and ad hoc basis on the Groups system of
internal control and reports to the Audit Committee on a quarterly basis in the scheduled Audit Committee meetings.
During the year under review, the Group Internal Audit Department has performed audit on the branches operation and
management, property division, credit control and recurrent related party transactions.
The review and assurance of the system of internal control is an ongoing process. It is continuously reviewed by the Internal
Audit and Audit Committee and weaknesses and incidents of non-compliance with policies and procedures are highlighted to
the management for its further improvement actions to achieve business objectives.
The Board has received assurance from the Group Managing Director and Financial Controller that the Groups risk management
and internal control system are operating adequately and effectively in all material aspects, based on the risk management and
internal control system adopted by the Group.
The external auditors have reviewed this Statement on Risk Management and Internal Control pursuant to the scope set out
in Recommended Practice Guide (RPG) 5 (Revised), 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 (MIA)
for inclusion in the annual report of the Group for the year ended 31st March 2016, and reported to the Board that nothing
has come to their attention that cause them to believe that the statement intended to be included in the annual report of the
Group, in all material respects:
(a) has not been prepared in accordance with the disclosures required by paragraphs 41 and 42 of the Statement on Risk
Management and Internal Control: Guidelines for Directors of Listed Issuers, or
RPG 5 (Revised) does not require the external auditors to consider whether the Directors Statement on Risk Management
and Internal Control covers all risks and controls, or to form an opinion on the adequacy and effectiveness of the Groups risk
management and internal control system including the assessment and opinion by the Board of Directors and management
thereon. The auditors are also not required to consider whether the processes described to deal with material internal control
aspects of any significant problems disclosed in the annual report will, in fact, remedy the problems.
40 - 45 DIRECTORS REPORT
46 - 47 STATEMENTS OF FINANCIAL POSITION
48 - 49 STATEMENTS OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
50 - 52 consolidated STATEMENT OF CHANGES IN EQUITY
53 - 55 STATEMENTS OF CASH FLOWS
56 - 128 NOTES TO THE FINANCIAL STATEMENTS
129 - 130 STATEMENT BY DIRECTORS & S TATUTORY DECLARATION
131 - 132 INDEPENDENT AUDITORS REPORT
ANNUAL REPORT 2016
2016
41
DIRECTORS REPORT
For the year ended 31 March 2016
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company
for the financial year ended 31 March 2016.
Principal activities
The Company is an investment holding company. During the year, the Company commenced operations in trading of diesel
and petrol. The principal activities of its subsidiaries are disclosed in Note 7 to the financial statements.
Results
Group Company
RM000 RM000
82,845 24,644
There were no material transfers to or from reserves and provisions during the financial year under review except as disclosed
in Note 16 to the financial statements.
Dividends
Since the end of the previous financial year, the Company paid a final single tier dividend of 4.0 sen per ordinary share totalling
RM16,666,272 in respect of the year ended 31 March 2015 on 28 October 2015.
The Directors recommended a final single tier dividend of 5.0 sen per ordinary share totalling RM20,823,460 in respect of
the year ended 31 March 2016 subject to the approval of the shareholders at the forthcoming Annual General Meeting. These
financial statements do not reflect this proposed final dividend, which will be accounted for in the statement of changes in
equity as an appropriation of retained earnings in the year ending 31 March 2017.
Directors who served since the date of the last report are:
The interests and deemed interests in the shares of the Company and of its related corporations (other than wholly-owned
subsidiaries) of those who were Directors at financial year end (including the interests of the spouses or children of the Directors
who themselves are not Directors of the Company) as recorded in the Register of Directors Shareholdings are as follows:
Company
Direct interest
Dato Fu Ah Kiow @ Oh (Fu) Soon Guan 1,050 (300) 750
Mr. Ong Yoong Nyock 68,159 7,500 75,659
Mdm. Yong Kwee Lian 4,800 4,800
Mr. Ling Cheng Fah @ Ling Cheng Ming 25 (10) 15
Mr. Chang Chu Shien 590 590
Dr. Sia Teck Chin 1,465 (695) 770
Mr. Ong Wei Kuan 250 250
Deemed interest
Mr. Ong Yoong Nyock 124,868 124,868
Mdm. Yong Kwee Lian 188,227 7,500 195,727
Mr. Yong Seng Huat 10 10
Mr. Ling Cheng Fah @ Ling Cheng Ming 17 (17)
Number of warrants
At At
1 April 31 March
Name of Directors 2015 Bought Sold 2016
000 000 000 000
Company
Direct interest
Dato Fu Ah Kiow @ Oh (Fu) Soon Guan 569 (569)
Mr. Ong Yoong Nyock 33,489 33,489
Mdm. Yong Kwee Lian 2,400 2,400
Mr. Chang Chu Shien 353 353
Dr. Sia Teck Chin 472 (464) 8
Mr. Ong Wei Kuan 125 125
Deemed interest
Mr. Ong Yoong Nyock 63,234 63,234
Mdm. Yong Kwee Lian 94,322 94,322
Subsidiaries
- TNTT Packages Express Sdn. Bhd. 60 60
- Tiong Nam Resources Sdn. Bhd. 30 30
- Japan Original Electric (M) Sdn. Bhd. 255 255
- Fair Vista Sdn. Bhd. 450 450
Subsidiary
- TNTT Packages Express Pte. Ltd. 4,500 4,500
Mr. Ong Yoong Nyocks deemed interest represents shares and warrants held by his spouse, Mdm. Yong Kwee Lian and by
companies in which he and his spouse have substantial financial interests. Mdm. Yong Kwee Lians deemed interest represents
the shares and warrants held by her spouse and by companies in which she and her spouse have substantial financial interests.
In addition to Mr. Ong Yoong Nyock and Mdm. Yong Kwee Lians deemed interests in the ordinary shares of the subsidiaries as
disclosed above, by virtue of their substantial interests in the shares of the Company, they are also deemed to have interest in
the ordinary shares of all the subsidiaries of the Company as disclosed in Note 7 to the financial statements during the financial
year to the extent that the Company has an interest.
The other Director holding office at 31 March 2016 does not have any interest in the ordinary shares and warrants of the
Company and of its related corporations during the financial year.
Directors benefits
Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive any benefit
(other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors as shown
in the financial statements or the fixed salary of a full time employee of the Company or of 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 benefit which may be deem to have
arisen by virtue of certain Directors of the Company who have interests in certain corporations which render transportation,
warehousing and related services and sales of development properties to and from the subsidiaries in their ordinary course of
business as disclosed in Note 32 to the financial statements.
There were no arrangements during and at the end of the financial year which had the object of enabling Directors of the
Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body
corporate apart from the issue of warrants.
Issue of shares
At the Annual General Meeting held on 12 September 2015, the shareholders of the Company approved the Companys plan
to repurchase its own shares. During the financial year, the Company repurchased from the open market a total of 1,402,900
(2015: 2,840,200) of its issued ordinary shares. The average repurchase price was RM1.04 (2015: RM1.12). The repurchase
transactions were financed by internally generated funds and the repurchased shares are being held as treasury shares and
carried at cost.
There were no other changes in the authorised, issued and paid-up capital of the Company during the financial year.
Issue of Warrants
The Warrants are constituted by the deed poll dated 19 November 2013.
On 3 January 2014, 210,258,500 Warrants issued pursuant to the Renounceable Rights Issue of Warrants Exercise on the basis
of one (1) Warrant for every two (2) Subdivided Shares held at an issued price of RM 0.20 per Warrant were listed and quoted
on the Main Market of Bursa Securities.
(i) Each Warrant entitles the registered holder to subscribe for one (1) new ordinary share of RM0.20 each in the Company
at the exercise price of RM1.00 during the exercise period, subject to the adjustments in accordance with the Deed Poll
constituting the Warrants;
(ii) The Warrants may be exercised at any time on or after 3 January 2014 until the end of the tenure of the Warrants. The
tenure of the Warrants is for a period of five (5) years;
(iii) The new shares to be issued upon the exercise of the Warrants shall, upon allotment and issue, rank pari passu in all
respects with the then existing shares of the Company except that they will not be entitled to any dividends, rights,
allotments and/or distributions declared, made or paid by the Company prior to the relevant date of allotment and issue
of the new shares to be issued pursuant to the exercise of the Warrants;
(iv) For purpose of trading on Bursa Securities, a board lot for the Warrants shall comprise one hundred (100) Warrants carrying
right to subscribe for 100 new shares at any time during the exercise period or such denomination as determined by
Bursa Securities; and
(v) The Deed Poll and accordingly the Warrants are governed by and shall be construed in accordance with the laws of
Malaysia.
NIL (2015: 195,300) Warrants were exercised during the financial year. As at year end, 210,063,200 (2015: 210,063,200)
Warrants remained unexercised.
Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps to
ascertain that:
i) all known bad debts have been written off and adequate provision has been made for doubtful debts, and
ii) any current assets which were unlikely to be realised in the ordinary course of business 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:
i) that would render the amount written off for bad debts or the amount of the provision for doubtful debts in the Group
and in the Company inadequate to any substantial extent, or
ii) that would render the value attributed to the current assets in the financial statements of the Group and of the Company
misleading, or
iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and
of the Company misleading or inappropriate, or
iv) not otherwise dealt with in this report or the financial statements, that would render any amount stated in the financial
statements of the Group and of the Company misleading.
i) any charge on the assets of the Group or of the Company that has arisen since the end of the financial year and which
secures the liabilities of any other person, or
ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial year.
No contingent liability or other liability of any company in the Group 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 as and when they fall due.
In the opinion of the Directors, the financial performance of the Group and of the Company for the financial year ended 31
March 2016 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has
any such item, transaction or event occurred in the interval between the end of that financial year and the date of this report.
Auditors
The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:
Johor Bahru
Group Company
Note 2016 2015 2016 2015
RM000 RM000 RM000 RM000
Assets
Property, plant and equipment 3 826,272 580,224 2,277 974
Investment properties 4 111,610 98,460 31,660 22,400
Goodwill 5 2,716 2,716
Prepaid lease payments 6 1,048
Investments in subsidiaries 7 27,187 26,187
Investments in associates 8 857 6,379 195 4,955
Deferred tax assets 9 2,129 1,270
Other receivables 10 147,158 140,375
Equity
Share capital 16 84,142 84,142 84,142 84,142
Reserves 16 514,302 374,107 125,775 119,131
Equity attributable to
owners of the Company 598,444 458,249 209,917 203,273
Non-controlling interests 7 15,837 22,552
Group Company
Note 2016 2015 2016 2015
RM000 RM000 RM000 RM000
Liabilities
Deferred tax liabilities 9 43,642 22,659 1,400 715
Other payables 17 2,668 3,908 4,230
Loans and borrowings 18 422,620 262,211 15,058 9,531
Group Company
Note 2016 2015 2016 2015
RM000 RM000 RM000 RM000
Revenue
Services rendered 431,399 412,090
Property development 130,924 199,889
Goods sold 5,565 4,962 34,329
Dividend income 423 402 18,603 12,102
Interest income 164 666 7,330 7,487
Group Company
Note 2016 2015 2016 2015
RM000 RM000 RM000 RM000
At 1 April 2014 84,103 5,435 49,668 (269) 41,574 218,769 399,280 19,315 418,595
At 31 March 2015 84,142 5,631 47,673 (3,191) (313) 41,535 282,772 458,249 22,552 480,801
Consolidated statement of changes in equity
Attributable to owners of the Company
Non-distributable Distributable
Exchange Non-
Share Share Revaluation Treasury fluctuation Warrant Retained controlling Total
Group Note capital premium reserve shares reserve reserve earnings Total interests equity
RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
At 1 April 2015 84,142 5,631 47,673 (3,191) (313) 41,535 282,772 458,249 22,552 480,801
At 31 March 2016 84,142 5,631 127,081 (4,644) (487) 41,535 345,186 598,444 15,837 614,281
Company
At 31 March 2015/1 April 2015 84,142 5,631 (3,191) 92 41,535 75,064 203,273
Group Company
Note 2016 2015 2016 2015
RM000 RM000 RM000 RM000
Adjustments for:-
Amortisation of prepaid lease payments 240 220
Depreciation 19,066 14,641 379 32
Goodwill written off 272
Interest expense (Note 19) 21,017 19,295 1,426 422
Impairment loss on:
- prepaid lease payments 899
- receivables 2,360 2,260
- amount owing by a subsidiary 2,446
Property, plant and equipment
written off 60 1
Revaluation surplus on properties with
previous revaluation deficit charged
in profit or loss (731)
Share of profit in associates (1,221) (4,763)
Changes in fair value of investment
properties (28,669) (7,330) (9,248) (1,400)
Loss/(Gain) on disposal of:
- quoted investments 295 (1,274) 295 (1,274)
- property, plant and equipment (163) (191)
Interest income (660) (1,397) (7,330) (7,487)
Quoted investments:
- fair value loss 2,794 3,128 2,794 3,128
- gross dividends (423) (402) (423) (402)
Unquoted investments:
- fair value gain (31)
- gross dividends (119) (175) (18,180) (11,700)
- reversal of impairment loss (302) (302)
Unrealised gain on foreign exchange (6)
Group Company
Note 2016 2015 2016 2015
RM000 RM000 RM000 RM000
Acquisition of:
- property, plant and equipment 24 (123,678) (102,749) (10)
- investment properties (81) (1,767) (12)
- subsidiary 25 (956) (5,968) (1,000)
Proceeds from disposal of:
- quoted investments 975 4,290 975 4,290
- unquoted investments 7,311
- property, plant and equipment 279 411
Proceeds from redemption of:
- RCULS 13,256 13,256
- unquoted subordinated bonds 302 302
Investment in:
- a subsidiary (150)
- quoted investments (4,903) (4,251) (4,903) (4,251)
- unquoted investments -- (8,725)
Capital reduction in investment
in an associate 4,760 4,760
Interest received 1,157 1,397 7,827 7,487
Interest paid (624) (296)
Dividends received 2,542 6,577 18,603 12,102
Changes in amounts due from/to
subsidiaries (17,378) (9,153)
Net cash from/(used in) financing activities 19,195 24,775 (12,946) (7,420)
Group Company
Note 2016 2015 2016 2015
RM000 RM000 RM000 RM000
Cash and cash equivalents included in the statements of cash flows comprise the following statements of financial position
amounts:
Tiong Nam Logistics Holdings Berhad is a public limited liability company, incorporated and domiciled in Malaysia and is
listed on the Main Market of Bursa Malaysia Securities Berhad. The address of the registered office/principal place of business
of the Company is as follows:
The consolidated financial statements of the Company as at and for the financial year ended 31 March 2016 comprise the
Company and its subsidiaries (together referred to as the Group and individually referred to as Group entities) and the
Groups interest in associates. The financial statements of the Company as at and for the financial year ended 31 March 2016
do not include other entities.
The Company is an investment holding company. During the year, the Company commenced operations in trading of diesel
and petrol. The principal activities of its subsidiaries are disclosed in Note 7.
These financial statements were authorised for issue by the Board of Directors on 11 July 2016.
1. Basis of preparation
The financial statements of the Group and of the Company have been prepared in accordance with Financial
Reporting Standards (FRS) and the requirements of the Companies Act, 1965 in Malaysia.
The following are accounting standards, amendments and interpretations that have been issued by the Malaysian
Accounting Standards Board (MASB) but have not been adopted by the Group and by the Company:
FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2016
FRS 14, Regulatory Deferral Accounts
Amendments to FRS 5, Non-current Assets Held for Sale and Discontinued Operations (Annual Improvements
2012-2014 Cycle)
Amendments to FRS 7, Financial Instruments: Disclosures (Annual Improvements 2012-2014 Cycle)
Amendments to FRS 10, Consolidated Financial Statements, FRS 12, Disclosure of Interests in Other Entities
and FRS 128, Investments in Associates and Joint Ventures Investment Entities: Applying the Consolidation
Exception
Amendments to FRS 11, Joint Arrangements Accounting for Acquisitions of Interests in Joint Operations
Amendments to FRS 101, Presentation of Financial Statements Disclosure Initiative
Amendments to FRS 116, Property, Plant and Equipment and FRS 138, Intangible Assets Clarification of
Acceptable Methods of Depreciation and Amortisation
Amendments to FRS 119, Employee Benefits (Annual Improvements 2012-2014 Cycle)
Amendments to FRS 127, Separate Financial Statements Equity Method in Separate Financial Statements
Amendments to FRS 134, Interim Financial Reporting (Annual Improvements 2012-2014 Cycle)
FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2017
Amendments to FRS 107, Statement of Cash Flows Disclosure Initiative
Amendments to FRS 112, Income Taxes Recognition of Deferred Tax Assets for Unrealised Losses
FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2018
FRS 9, Financial Instruments (2014)
The Group and the Company plan to apply the abovementioned standards, amendments and interpretations in the
respective financial years when the above standards, amendments and interpretations become effective.
The initial application of a standard, an amendment or an interpretation, which will be applied prospectively or
which requires extended disclosures, is not expected to have any financial impacts to the current and prior periods
financial statements upon their first adoption.
The other standards, amendments, interpretations and improvements are either not applicable or are not expected
to have any material impact on the financial statements of the Group and of the Company.
The Group and the Company falls within the scope of IC Interpretation 15, Agreements for the Construction of
Real Estate. Therefore, the Group and the Company are currently exempted from adopting the Malaysian Financial
Reporting Standards (MFRSs) and is referred to as a Transitioning Entity.
The Groups and the Companys financial statements for annual period beginning on 1 April 2018 will be prepared
in accordance with the Malaysian Financial Reporting Standards (MFRSs) issued by the MASB and International
Financial Reporting Standards (IFRSs).
The financial statements have been prepared on the historical cost basis other than as disclosed in Note 2.
These financial statements are presented in Ringgit Malaysia (RM), which is the Companys functional currency.
All financial information is presented in RM and has been rounded to the nearest thousand, unless otherwise stated.
The preparation of the financial statements in conformity with FRSs requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimates are revised and in any future periods affected.
There are no significant areas of estimation uncertainty and critical judgements in applying accounting policies
that have significant effect on the amounts recognised in the financial statements other than those disclosed in the
following notes:
The accounting policies set out below have been applied consistently to all periods presented in these financial statements
and have been applied consistently by the Group entities, unless otherwise stated.
(i) Subsidiaries
Subsidiaries are entities, including structured entities, controlled by the Company. The financial statements
of subsidiaries are included in the consolidated financial statements from the date that control commences
until the date that control ceases.
The Group controls an entity when it is exposed, 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 investees return.
Investments in subsidiaries are measured in the Companys statement of financial position at cost less any
impairment losses, unless the investment is classified as held for sale or distribution. The cost of investment
includes transaction costs.
Business combinations are accounted for using the acquisition method from the acquisition date, which is
the date on which control is transferred to the Group.
For new acquisitions, the Group measures the cost of goodwill at the acquisition date as:
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.
For each business combination, the Group elects whether it measures the non-controlling interests in the
acquiree either at fair value or at the proportionate share of the acquirees identifiable net assets at the
acquisition date.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs
in connection with a business combination are expensed as incurred.
The Group accounts for all changes in its ownership interest in a subsidiary that do not result in a loss of
control as equity transactions between the Group and its non-controlling interest holders. Any difference
between the Groups share of net assets before and after the change, and any consideration received or paid,
is adjusted to or against Group reserves.
Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the former
subsidiary, any non-controlling interests and the other components of equity related to the former subsidiary
from the consolidated statement of financial position. Any surplus or deficit arising on the loss of control is
recognised in profit or loss. If the Group retains any interest in the former subsidiary, then such interest is
measured at fair value at the date that control is lost. Subsequently, it is accounted for as an equity-accounted
investee or as an available-for-sale financial asset depending on the level of influence retained.
(v) Associates
Associates are entities, including unincorporated entities,in which the Group has significant influence, but
not control, over the financial and operating policies.
Investments in associates are accounted for in the consolidated financial statements using the equity method
less any impairment losses, unless it is classified as held for sale or distribution. The cost of the investment
includes transaction costs.The consolidated financial statements include the Groups share of the profit or loss
and other comprehensive income of the associates, after adjustments if any, to align the accounting policies
with those of the Group, from the date that significant influence commences until the date that significant
influence ceases.
When the Groups share of losses exceeds its interest in an associate, the carrying amount of that interest
including any long-term investments is reduced to zero, and the recognition of further losses is discontinued
except to the extent that the Group has an obligation or has made payments on behalf of the associate.
When the Group ceases to have significant influence over an associate, any retained interest in the former
associate at the date when significant influence is lost is measured at fair value and this amount is regarded as
the initial carrying amount of a financial asset. The difference between the fair value of any retained interest
plus proceeds from the interest disposed of and the carrying amount of the investment at the date when equity
method is discontinued is recognised in the profit or loss.
When the Groups interest in an associate decreases but does not result in a loss of significant influence, any
retained interest is not remeasured. Any gain or loss arising from the decrease in interest is recognised in
profit or loss. Any gains or losses previously recognised in other comprehensive income are also reclassified
proportionately to profit or loss if that gain or loss would be required to be reclassified to profit or loss on the
disposal of the related assets or liabilities.
Investments in associates are measured in the Companys statement of financial position at cost less any
impairment losses, unless the investment is classified as held for sale or distribution. The cost of the investment
includes transaction costs.
Non-controlling interests at the end of the reporting period, being the equity in a subsidiary not attributable
directly or indirectly to the equity holders of the Company, are presented in the consolidated statement of
financial position and statement of changes in equity within equity, separately from equity attributable to the
owners of the Company. Non-controlling interests in the results of the Group is presented in the consolidated
statement of profit or loss and other comprehensive income as an allocation of the profit or loss and total
comprehensive income for the year between non-controlling interests and owners of the Company.
Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests
even if doing so causes the non-controlling interests to have a deficit balance.
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group
transactions, are eliminated in preparing the consolidated financial statements.
Unrealised gains arising from transactions with equity-accounted associates are eliminated against the
investment to the extent of the Groups interest in the investees. Unrealised losses are eliminated in the same
way as unrealised gains, but only to the extent that there is no evidence of impairment.
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at
exchange rates at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are
retranslated to the functional currency at the exchange rate at that date.
Non-monetary assets and liabilities denominated in foreign currencies are not retranslated at the end of the
reporting period except for those that are measured at fair value are retranslated to the functional currency
at the exchange rate at the date that the fair value was determined.
Foreign currency differences arising on retranslation are recognised in profit or loss, except for differences
arising on the retranslation of available-for-sale equity instruments or a financial instrument designated as a
hedge of currency risk, which are recognised in other comprehensive income.
In the consolidated financial statements, when settlement of a monetary item receivable from or payable to
a foreign operation is neither planned nor likely to occur in the foreseeable future, foreign exchange gains
and losses arising from such a monetary item are considered to form part of a net investment in a foreign
operation and are recognised in other comprehensive income, and are presented in the foreign currency
translation reserve (FCTR) in equity.
The assets and liabilities of operations denominated in functional currencies other than RM, including
goodwill and fair value adjustments arising on acquisition, are translated to RM at exchange rates at the end
of the reporting period. The income and expenses of foreign operations, excluding foreign operations in
hyperinflationary economies, are translated to RM at exchange rates at the dates of the transactions.
Foreign currency differences are recognised in other comprehensive income and accumulated in the FCTR in
equity. However, if the operation is a non-wholly-owned subsidiary, then the relevant proportionate share of
the translation difference is allocated to the non-controlling interests. When a foreign operation is disposed
of such that control, significant influence or joint control is lost, the cumulative amount in the FCTR related
to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal.
When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while
retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests.
When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign
operation while retaining significant influence or joint control, the relevant proportion of the cumulative
amount is reclassified to profit or loss.
A financial asset or a financial liability is recognised in the statement of financial position when, and only
when, the Group or the Company becomes a party to the contractual provisions of the instrument.
A financial instrument is recognised initially, at its fair value plus, in the case of a financial instrument not at
fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of
the financial instrument.
An embedded derivative is recognised separately from the host contract and accounted for as a derivative if,
and only if, it is not closely related to the economic characteristics and risks of the host contract and the host
contract is not categorised at fair value through profit or loss. The host contract, in the event an embedded
derivative is recognised separately, is accounted for in accordance with policy applicable to the nature of the
host contract.
Financial assets
Fair value through profit or loss category comprises financial assets that are held for trading, including
derivatives (except for a derivative that is a financial guarantee contract or a designated and effective
hedging instrument) or financial assets that are specifically designated into this category upon initial
recognition.
Derivatives that are linked to and must be settled by delivery of unquoted equity instruments whose
fair values cannot be reliably measured are measured at cost.
Other financial assets categorised as fair value through profit or loss are subsequently measured at their
fair values with the gain or loss recognised in profit or loss.
Held-to-maturity investments category comprises debt instruments that are quoted in an active market
and the Group or the Company has the positive intention and ability to hold them to maturity.
Loans and receivables category comprises debt instruments that are not quoted in an active market.
Financial assets categorised as loans and receivables are subsequently measured at amortised cost using
the effective interest method.
Available-for-sale category comprises investment in equity and debt securities instruments that are not
held for trading.
Investments in equity instruments that do not have a quoted market price in an active market and
whose fair value cannot be reliably measured are measured at cost. Other financial assets categorised
as available-for-sale are subsequently measured at their fair values with the gain or loss recognised in
other comprehensive income, except for impairment losses, foreign exchange gains and losses arising
from monetary items and gains and losses of hedged items attributable to hedge risks of fair value
hedges which are recognised in profit or loss. On derecognition, the cumulative gain or loss recognised
in other comprehensive income is reclassified from equity into profit or loss. Interest calculated for a
debt instrument using the effective interest method is recognised in profit or loss.
All financial assets, except for those measured at fair value through profit or loss, are subject to review for
impairment (see Note 2(l)(i)).
Financial liabilities
All financial liabilities are subsequently measured at amortised cost other than those categorised as fair value
through profit or loss.
Fair value through profit or loss category comprises financial liabilities that are derivatives (except for a
derivative that is a financial guarantee contract or a designated and effective hedging instrument) or financial
liabilities that are specifically designated into this category upon initial recognition.
Derivatives that are linked to and must be settled by delivery of equity instruments that do not have a quoted
price in an active market for identical instruments whose fair values otherwise cannot be reliably measured
are measured at cost.
Other financial liabilities categorised as fair value through profit or loss are subsequently measured at their
fair values with the gain or loss recognised in profit or loss.
A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse
the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with
the original or modified terms of a debt instrument.
Fair values arising from financial guarantee contracts are classified as deferred income and are amortised to
profit or loss using a straight-line method over the contractual period or, when there is no specified contractual
period, recognised in profit or loss upon discharge of the guarantee. When settlement of a financial guarantee
contract becomes probable, an estimate of the obligation is made. If the carrying value of the financial
guarantee contract is lower than the obligation, the carrying value is adjusted to the obligation amount and
accounted for as a provision.
A regular way purchase or sale is a purchase or sale of a financial asset under a contract whose terms require
delivery of the asset within the time frame established generally by regulation or convention in the marketplace
concerned.
A regular way purchase or sale of financial assets is recognised and derecognised, as applicable, using trade
date accounting. Trade date accounting refers to:
(a) the recognition of an asset to be received and the liability to pay for it on the trade date, and
(b) derecognition of an asset that is sold, recognition of any gain or loss on disposal and the recognition
of a receivable from the buyer for payment on the trade date.
(v) Derecognition
A financial asset or part of it is derecognised when, and only when the contractual rights to the cash flows
from the financial asset expire or control of the asset is not retained or substantially all of the risks and rewards
of ownership of the financial asset are transferred to another party. On derecognition of a financial asset, the
difference between the carrying amount and the sum of the consideration received (including any new asset
obtained less any new liability assumed) and any cumulative gain or loss that had been recognised in equity
is recognised in profit or loss.
A financial liability or a part of it is derecognised when, and only when, the obligation specified in the contract
is discharged, 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.
Items of property, plant and equipment are measured at cost or valuation less any accumulated depreciation
and any accumulated impairment losses.
Cost includes expenditures that are directly attributable to the acquisition of the asset and any other costs
directly attributable to bringing the asset to working condition for its intended use, and the costs of dismantling
and removing the items and restoring the site on which they are located. The cost of self-constructed assets
also includes the cost of materials and direct labour. For qualifying assets, borrowing costs are capitalised in
accordance with the accounting policy on borrowing costs. Cost also may include transfers from equity of any
gain or loss on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment.
Purchased software that is integral to the functionality of the related equipment is capitalised as part of that
equipment.
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.
The gain or loss on disposal of an item of property, plant and equipment is determined by comparing the
proceeds from disposal with the carrying amount of property, plant and equipment and is recognised net
within other income and other expenses respectively in profit or loss.
The Group revalues its property comprising land and buildings every 5 years and at shorter intervals whenever
the fair value of the revalued assets is expected to differ materially from their carrying value.
Surpluses arising from revaluation are dealt with in the revaluation reserve account. Any deficit arising is offset
against the revaluation reserve to the extent of a previous increase for the same property. In all other cases,
a decrease in carrying amount is recognised in profit or loss. When revalued assets are sold, the amounts
included in the revaluation surplus reserve are transferred to retained earnings.
The cost of replacing a component of an item of property, plant and equipment is recognised in the carrying
amount of the item if it is probable that the future economic benefits embodied within the component will
flow to the Group or the Company, and its cost can be measured reliably. The carrying amount of the replaced
component is derecognised to profit or loss. The costs of the day-to-day servicing of property, plant and
equipment are recognised in profit or loss as incurred.
(iii) Depreciation
Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets
are assessed, and if a component has a useful life that is different from the remainder of that asset, then that
component is depreciated separately.
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each
component of an item of property, plant and equipment from the date that they are available for use. Leased
assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain
that the Group will obtain ownership by the end of the lease term.
Freehold land is not depreciated. Property, plant and equipment under construction are not depreciated until
the assets are ready for their intended use. Leasehold land is amortised in equal instalments over the remaining
leasehold periods of 29 to 87 years. Buildings are depreciated on a straight-line basis over the shorter of 50
years or the lease period.
The estimated useful lives for the current and comparative periods are as follows:
Depreciation methods, useful lives and residual values are reviewed at the end of the reporting period and
adjusted as appropriate.
Leases in terms of which the Group or the Company assumes substantially all the risks and rewards of ownership
are classified as finance leases. 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.
Minimum lease payments made under finance leases are apportioned between the finance expense and the
reduction of the outstanding liability. The finance expense is allocated to each period during the lease term
so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent
lease payments are accounted for by revising the minimum lease payments over the remaining term of the
lease when the lease adjustment is confirmed.
Leasehold land which in substance is a finance lease is classified as property, plant and equipment, or as
investment property if held to earn rental income or for capital appreciation or for both.
Leases where the Group or the Company does not assume substantially all the risks and rewards of ownership
are classified as operating leases and, except for property interest held under operating lease, the leased assets
are not recognised on the statement of financial position. Property interest held under an operating lease,
which is held to earn rental income or for capital appreciation or both, is classified as investment property
and measured using fair value model.
Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term
of the lease. Lease incentives received are recognised in profit or loss as an integral part of the total lease
expense, over the term of the lease. Contingent rentals are charged to profit or loss in the reporting period
in which they are incurred.
Leasehold land which in substance is an operating lease is classified as prepaid lease payments.
(f) Goodwill
Goodwill arises on business combinations is measured at cost less any accumulated impairment losses. In respect of
equity-accounted associates, the carrying amount of goodwill is included in the carrying amount of the investment
and an impairment loss on such an investment is not allocated to any asset, including goodwill, that forms part of
the carrying amount of the equity-accounted associates.
Goodwill is not amortised but is tested for impairment annually and whenever there is an indication that they may
be impaired.
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 measured initially at cost and subsequently at fair value with any change therein
recognised in profit or loss for the period in which they arise. Where the fair value of the investment property
under construction is not reliably determinable, the investment property under construction is measured at
cost until either its fair value becomes reliably determinable or construction is complete, whichever is earlier.
Cost includes expenditure that is directly attributable to the acquisition of the investment property. The cost of
self-constructed investment property includes the cost of materials and direct labour, any other costs directly
attributable to bringing the investment property to a working condition for their intended use and capitalised
borrowing costs.
An investment property is derecognised on its disposal, or when it is permanently withdrawn from use and no
future economic benefits are expected from its disposal. The difference between the net disposal proceeds
and the carrying amount is recognised in profit or loss in the period in which the item is derecognised.
When an item of property, plant and equipment is transferred to investment property following a change in its
use, any difference arising at the date of transfer between the carrying amount of the item immediately prior
to transfer and its fair value is recognised directly in equity as a revaluation of property, plant and equipment.
However, if a fair value gain reverses a previous impairment loss, the gain is recognised in profit or loss.
Upon disposal of an investment property, any surplus previously recorded in equity is transferred to retained
earnings; the transfer is not made through profit or loss.
When the use of a property changes such that it is reclassified as property, plant and equipment or inventories,
its fair value at the date of reclassification becomes its deemed cost for subsequent accounting.
Property development projects consist of land and development expenditure which comprise construction and
other related development costs including borrowings costs, are stated at cost less any accumulated impairment
losses.
The Group considers as current asset that proportion of property development projects on which sales have been
launched and/or the project is expected to be completed within the normal operating cycle of two to three years.
Property development projects classified as current assets are stated at the lower of cost and net realisable value.
When the outcome of a property development project cannot be estimated reliably, property development revenue
is recognised only to the extent of property development costs incurred that is probable of recovery.
Any expected loss on a property development project (including costs to be incurred over the defects liability
period), is recognised as an expense immediately.
Accrued billings represent the excess of property development revenue recognised in profit or loss over billings to
purchasers while progress billings represent the excess of billings to purchasers over property development revenue
recognised in profit or loss.
(i) Inventories
Inventories are measured at the lower of cost and net realisable value.
The cost of inventories is measured based on first-in first-out principle, and includes expenditure incurred in
acquiring the inventories and other costs incurred in bringing them to their existing location and condition.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs
of completion and the estimated costs necessary to make the sale.
Completed properties held for sale are stated at the lower of cost and net relisable value. Cost is mainly
determined on specific identification basis. Cost consists of costs associated with the acquisition of land, direct
costs and appropriate proportions of common costs attributable to developing the properties to completion.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs
of completion and the estimated costs necessary to make the sale.
Cash and cash equivalents consist of cash on hand, balances and deposits with banks and highly liquid investments
which have an insignificant risk of changes in fair value with original maturities of three months or less, and are
used by the Group and the Company in the management of their short term commitments. For the purpose of the
statement of cash flows, cash and cash equivalents are presented net of bank overdrafts and pledged deposits.
Non-current assets, or disposal group comprising assets and liabilities that are expected to be recovered primarily
through sale or distribution to owners rather than through continuing use, are classified as held for sale or distribution.
Immediately before classification as held for sale or distribution, the assets, or components of a disposal group, are
remeasured in accordance with the Groups accounting policies. Thereafter generally the assets, or disposal group
are measured at the lower of their carrying amount and fair value less costs of disposal.
Any impairment loss on a disposal group is first allocated to goodwill, and then to remaining assets and liabilities
on pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee
benefit assets and investment property, which continue to be measured in accordance with the Groups accounting
policies. Impairment losses on initial classification as held for sale or distribution and subsequent gains or losses on
remeasurement are recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment
loss.
Intangible assets and property, plant and equipment once classified as held for sale or distribution are not amortised
or depreciated. In addition, equity accounting of equity-accounted associates ceases once classified as held for
sale or distribution.
(l) Impairment
All financial assets (except for financial assets categorised as fair value through profit or loss, investments in
subsidiaries and associates) are assessed at each reporting date whether there is any objective evidence of
impairment as a result of one or more events having an impact on the estimated future cash flows of the asset.
Losses expected as a result of future events, no matter how likely, are not recognised. For an investment in an
equity instrument, a significant or prolonged decline in the fair value below its cost is an objective evidence of
impairment. If any such objective evidence exists, then the impairment loss of the financial asset is estimated.
An impairment loss in respect of loans and receivables and held-to-maturity investments is recognised in
profit or loss and is measured as the difference between the assets carrying amount and the present value of
estimated future cash flows discounted at the assets original effective interest rate. The carrying amount of
the asset is reduced through the use of an allowance account.
An impairment loss in respect of available-for-sale financial assets is recognised in profit or loss and is measured
as the difference between the assets acquisition cost (net of any principal repayment and amortisation) and
the assets current fair value, less any impairment loss previously recognised. Where a decline in the fair value
of an available-for-sale financial asset has been recognised in other comprehensive income, the cumulative
loss in other comprehensive income is reclassified from equity to profit or loss.
An impairment loss in respect of unquoted equity instrument that is carried at cost is recognised in profit or
loss and is measured as the difference between the financial assets carrying amount and the present value
of estimated future cash flows discounted at the current market rate of return for a similar financial asset.
Impairment losses recognised in profit or loss for an investment in an equity instrument classified as available
for sale is not reversed through profit or loss.
If, in a subsequent period, the fair value of a debt instrument increases and the increase can be objectively
related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss
is reversed, to the extent that the assets carrying amount does not exceed what the carrying amount would
have been had the impairment not been recognised at the date the impairment is reversed. The amount of
the reversal is recognised in profit or loss.
The carrying amounts of other assets (except for inventories, deferred tax assets, investment property measured
at fair value and non-current assets classified as held for sale) are reviewed at the end of each reporting period
to determine whether there is any indication of impairment. If any such indication exists, then the assets
recoverable amount is estimated. For goodwill, and intangible assets that have indefinite useful lives or that
are not yet available for use, the recoverable amount is estimated each period at the same time.
For the purpose of impairment testing, assets are grouped together into the smallest group of assets that
generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or
cash-generating units. Subject to an operating segment ceiling test, for the purpose of goodwill impairment
testing, cash-generating units to which goodwill has been allocated are aggregated so that the level at which
impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting
purposes. The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated
to a cash-generating unit or a group of cash-generating units that are expected to benefit from the synergies
of the combination.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value
less costs of disposal. In assessing value in use, the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of the time value of money and
the risks specific to the asset or cash-generating unit.
An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit exceeds
its estimated recoverable amount.
Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generating
units are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit
(or a group of cash-generating units) and then to reduce the carrying amounts of the other assets in the cash-
generating unit (or a group of cash-generating units) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses
recognised in prior periods are assessed at the end of each reporting period for any indications that the loss
has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates
used to determine the recoverable amount since the last impairment loss was recognised. An impairment
loss is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that
would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Reversals of impairment losses are credited to profit or loss in the financial year in which the reversals are
recognised.
Instruments classified as equity are measured at cost on initial recognition and are not remeasured subsequently.
Costs directly attributable to the issue of instruments classified as equity are recognised as a deduction from
equity.
When share capital recognised as equity is repurchased, the amount of the consideration paid, including
directly attributable costs, net of any tax effects, is recognised as a deduction from equity. Repurchased shares
that are not subsequently cancelled are classified as treasury shares in the statement of changes in equity.
When treasury shares are sold or reissued subsequently, the difference between the sales consideration net
of directly attributable costs and the carrying amount of the treasury shares is recognised in equity.
(n) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation
that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the
obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects
current market assessments of the time value of money and the risks specific to the liability. The unwinding of the
discount is recognised as finance cost.
Provision for liquidated and ascertained damages is recognised when there is an expected delay in handing
over of vacant possession to the property purchasers. The provision is based on the terms stipulated in the
Sale and Purchase Agreements and the expected delay in handing over of vacant possession to the property
purchasers.
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or
loss except to the extent that it relates to a business combination or items recognised directly in equity or other
comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates
enacted or substantively enacted by the end of the reporting period, and any adjustment to tax payable in respect
of previous financial years.
Deferred tax is recognised using the liability method, providing for temporary differences between the carrying
amounts of assets and liabilities in the statement of financial position and their tax bases. Deferred tax is not
recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of
assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable
profit or loss. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences
when they reverse, based on the laws that have been enacted or substantively enacted by the end of the reporting
period.
Where investment properties are carried at their fair value in accordance with the accounting policy set out in
Note 2(g), 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 embodied in the property over time, rather than through sale.
In all other cases, the amount of deferred tax recognised is measured based on the expected manner of realisation
or settlement of the carrying amount of the assets and liabilities, using tax rates enacted or substantively enacted
by the reporting date. Deferred tax assets and liabilities are not discounted.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and
liabilities, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different
tax entities, but they intend to settle current tax assets and liabilities on a net basis or their tax assets and liabilities
will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against
which the temporary difference can be utilised. Deferred tax assets are reviewed at the end of each reporting period
and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Unutilised reinvestment allowance and investment tax allowance are treated as tax base of assets and are recognised
as reduction of tax expense as and when they are utilised.
Short-term employee benefit obligations in respect of salaries, annual bonuses, paid annual leave and sick
leave are measured on an undiscounted basis and are expensed as the related service is provided.
A liability is recognised for the amount expected to be paid under short term cash bonus or profit-sharing
plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service
provided by the employee and the obligation can be estimated reliably.
The Groups contributions to statutory pension funds are charged to profit or loss in the financial year to which
they relate. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction
in future payments is available.
Revenue is recognised upon completion of rendering the logistics and warehousing services.
Revenue from the sale of goods in the course of ordinary activities is measured at fair value of the consideration
received or receivable, net of returns and allowances, trade discounts and volume rebates. Revenue is
recognised when persuasive evidence exists, usually in the form of an executed sales agreement, that the
significant risks and rewards of ownership have been transferred to the customer, recovery of the consideration
is probable, the associated costs and possible return of goods can be estimated reliably, and there is no
continuing management involvement with the goods, and the amount of revenue can be measured reliably.
If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is
recognised as a reduction of revenue as the sales are recognised.
Rental income is recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives
granted are recognised as an integral part of the total rental income, over the term of the lease.
Revenue from property development activities is recognised based on the stage of completion measured by
reference to surveys of work performed.
When the financial outcome of a property development activity cannot be reliably estimated, property
development revenue is recognised only to the extent of property development costs incurred that is probable
will be recoverable, and property development costs on the development units sold are recognised as an
expense in the period in which they are incurred.
Dividend income is recognised in profit or loss on the date that the Groups or the Companys right to receive
payment is established, which in the case of quoted securities is the ex-dividend date.
Interest income is recognised as it accrues using the effective interest method in profit or loss except for interest
income arising from temporary investment of borrowings taken specifically for the purpose of obtaining a
qualifying asset which is accounted for in accordance with the accounting policy on borrowing costs.
Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset
are recognised in profit or loss using the effective interest method.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are
assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised
as part of the cost of those assets.
The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when expenditure for the
asset is being incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for
its intended use or sale are in progress. Capitalisation of borrowing costs is suspended or ceases when substantially
all the activities necessary to prepare the qualifying asset for its intended use or sale are interrupted or completed.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on
qualifying assets is deducted from the borrowing costs eligible for capitalisation.
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated
reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits
is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of
one or more future events, are also disclosed as contingent liabilities unless the probability of outflow of economic
benefits is remote.
The Group presents basic and diluted earnings per share data for its ordinary shares (EPS).
Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the
weighted average number of ordinary shares outstanding during the period, adjusted for own shares held.
Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted
average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential
ordinary shares, which comprise the Warrants issued.
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 Groups
other components. Operating segment results are reviewed regularly by the chief operating decision maker, which
in this case is the Managing Director of the Group, to make decisions about resources to be allocated to the segment
and to assess its performance, and for which discrete financial information is available.
Fair value of an asset or a liability, except for share-based payment and lease transactions, is determined as the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The measurement assumes that the transaction to sell the asset or transfer the
liability takes place either in the principal market or in the absence of a principal market, in the most advantageous
market.
For non-financial asset, the fair value measurement takes into account a market participants 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.
When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation
technique as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access
at the measurement date.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly.
Level 3: unobservable inputs for the asset or liability.
The Group recognises transfers between levels of the fair value hierarchy as of the date of the event or change in
circumstances that caused the transfers.
Land Equipment,
and Motor furniture Construction
buildings vehicles and fittings -in-progress Total
RM000 RM000 RM000 RM000 RM000
Group
At cost/valuation
At 1 April 2014 439,459 54,388 47,722 11,047 552,616
Additions 59,728 5,346 6,125 36,807 108,006
Acquisition through business
combination (Note 25.2) 337 337
Reclassification (95) 95 --
Transfer from investment
properties (Note 4) 33,006 33,006
Written off (64) (30) (94)
Disposals (2,036) (385) (2,421)
At 31 March 2015/
1 April 2015 532,098 57,634 53,769 47,949 691,450
Additions 125,744 5,822 6,369 29,588 167,523
Acquisition through business
combination (Note 25.1) 128 475 603
Revaluation 60,420 60,420
Written off (234) (104) (65) (403)
Disposals (1,147) (4) (1,151)
Accumulated depreciation
At 1 April 2014 22,965 45,530 30,384 98,879
Depreciation charge 9,268 1,768 3,605 14,641
Written off (63) (30) (93)
Disposals (1,822) (379) (2,201)
At 31 March 2015/
1 April 2015 32,233 45,413 33,580 111,226
Depreciation charge 12,316 2,190 4,560 19,066
Written off (202) (77) (64) (343)
Disposals (1,033) (2) (1,035)
Revaluation (36,744) (36,744)
Land Equipment,
and Motor furniture Construction
buildings vehicles and fittings -in-progress Total
RM000 RM000 RM000 RM000 RM000
Carrying amounts
At 1 April 2014 416,494 8,858 17,338 11,047 453,737
At 31 March 2015/
1 April 2015 499,865 12,221 20,189 47,949 580,224
Equipment,
furniture
Building and fittings Total
RM000 RM000 RM000
Company
At cost/valuation
At 1 April 2014/31 March 2015 1,100 1,100
Accumulated depreciation
At 1 April 2014 94 94
Depreciation charge 32 32
Carrying amounts
At 1 April 2014 1,006 1,006
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
At cost
Freehold land 21,018 87,144
Leasehold land with unexpired lease
period of more than 50 years 27,701
Leasehold land with unexpired lease
period of less than 50 years 36,210 18,180
Buildings 54,239 195,400
111,467 328,425
The land and buildings are stated at Directors valuation based on independent professional valuations on the open
market value basis using the comparison method, income method and cost method carried out in January 2016.
Group Company
Level 2/
Level 2 Level 3 Total Total
RM000 RM000 RM000 RM000
2016
Freehold land 60,500 69,300 129,800
Leasehold land with unexpired
lease period of more than 50 years 111,900 4,700 116,600
Leasehold land with unexpired
lease period of less than 50 years 11,500 46,400 57,900
Buildings 287,960 6,698 294,658 1,100
Fair values of land have been generally derived using the sales comparison approach. Sales 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.
Fair values of buildings have been generally derived using the depreciated replacement cost approach. The cost of
buildings is derived from estimation of reproduction cost of building of same kind and design as when new based
on current market prices for materials, labour and present construction techniques and deducting therefrom the
accrued depreciation due to use and disrepair, age and obsolescence through technology and market changes.
The following table shows the valuation techniques used in the determination of fair values within Level 3, as well
as the significant unobservable inputs used in the valuation models.
Inter-relationship between
Description of valuation technique significant unobservable inputs
and inputs used Significant unobservable inputs and fair value measurement
Sales comparison approach: Sales Historical transaction data are used The estimated fair value would
prices of comparable properties due to absence of recent transactions increase (decrease) if the price per
in close proximity are adjusted for (Price per square foot of comparable square foot is higher (lower).
differences in key attributes such as properties).
property size. The most significant
input into this valuation approach is
price per square foot.
Income approach: Rental income of Rental income, outgoings and The estimated fair value would
building after deducting all necessary expenses increase (decrease) if:
outgoings and expenses, which is - Rental income is increase
capitalised at an appropriate rate of (decrease)
return to arrive at the market value. - Outgoings and expenses
(decrease) increase
The fair value of land and buildings are determined by external, independent property valuers, having appropriate
recognised professional qualifications and recent experience in the location and category of property being valued.
The Group revalues the land and buildings every five years and at shorter intervals whenever the fair value of the
revalued assets is expected to differ materially from their carrying value.
The Groups land and buildings comprise of freehold land, leasehold land, industrial warehouses, coldrooms and
office buildings. The highest and best use of the properties are for the respective industrial usage.
The carrying amount of motor vehicles and equipment under finance lease agreements is RM10,876,000 (2015:
RM7,420,000). The leased motor vehicles and equipment secure lease obligations (see Note 18).
3.3 Security
Certain land and buildings and construction-in-progress of the subsidiaries with an aggregate carrying amount of
RM695,098,000 (2015: RM350,760,000) are charged to banks as security for banking facilities granted to certain
subsidiaries.
3.4 Others
Included in the construction-in-progress incurred for the year is interest expense capitalised of RM3,565,000 (2015:
RM1,892,000) at rate of 5.71% (2015: 5.71%) per annum.
Had the revalued land and buildings been carried at cost model, their carrying amounts would have been as follows:
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
4. Investment properties
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
Investment properties comprise a number of freehold and leasehold vacant land, buildings and workshops that are leased
to third parties.
All the investment properties were revalued in April 2016 by independent professional valuers based on open market
value basis.
Group Company
Level 2/Total Level 2/Total
2016 2015 2016 2015
RM000 RM000 RM000 RM000
Fair values of land have been generally derived using the sales comparison approach. Sales 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.
Fair values of buildings have been generally derived using the depreciated replacement cost approach. The cost of
buildings is derived from estimation of reproduction cost of building of same kind and design as when new based
on current market prices for materials, labour and present construction techniques and deducting therefrom the
accrued depreciation due to use and disrepair, age and obsolescence through technology and market changes.
4.2 Security
Certain land and buildings of the Group and the Company with carrying amount of RM63,980,000 (2015:
RM64,100,000) and RM31,660,000 (2015: RM22,400,000) respectively are charged to banks as security for banking
facilities granted to a subsidiary of the Company.
4.3 Others
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
5. Goodwill
RM000
Group
At cost
At 1 April 2014
Acquisition through business combination (Note 25.2) 2,716
Carrying amount
At 31 March 2015 2,716
For the purpose of impairment testing, goodwill is allocated to the Groups operating companies which represent the
lowest level within the Group at which the goodwill is monitored for internal management purpose.
The aggregate carrying amounts of goodwill allocated to each unit are as follows:
2016 2015
RM000 RM000
The recoverable amount of the cash-generating unit (CGU) is determined based on value-in-use calculations using cash
flow projections covering a five-years period.
2016 2015
Pre-tax Pre-tax
Growth rate discount rate Growth rate discount rate
Group
RM000
At cost
At 1 April 2014 3,044
Exchange differences 130
Accumulated amortisation
At 1 April 2014 1,828
Amortisation charge 220
Exchange differences 78
Carrying amounts
At 1 April 2014 1,216
At 31 March 2016
The prepaid lease payments are in respect of a leasehold land with unexpired period of less than 50 years.
7. Investments in subsidiaries
Company
2016 2015
RM000 RM000
27,187 26,187
Details of the subsidiaries, which are all incorporated in Malaysia except as otherwise stated, are as follows:
Effective ownership
interest and voting
Name of entity Principal activities interest
2016 2015
% %
Tiong Nam Logistics Solutions Logistics and warehousing services 100 100
Sdn. Bhd. and property investment
Pacific Transport Sdn. Bhd. Property letting and warehousing 100 100
services
Far East West Lands Sdn. Bhd. Transportation services 100 100
Tiong Nam Logistics Sdn. Bhd. Logistics and warehousing services 100 100
and property development
Tiong Nam Heavy Transport Transportation and related services 100 100
& Lifting Sdn. Bhd.
Tiong Nam Logistic (S) Pte. Ltd.* Logistics and warehousing services 100 100
(Incorporated in the
Republic of Singapore)
G-Force Logistics Solutions Sdn. Bhd. Logistics and warehousing services 100 100
Tiong Nam Properties Sdn. Bhd. Administrative and commission agents 100
Details of the subsidiaries, which are all incorporated in Malaysia except as otherwise stated, are as follows:
Effective ownership
interest and voting
Name of entity Principal activities interest
2016 2015
% %
Tiong Nam Truck Rental Letting of forklift and trucks 100 100
Services Sdn. Bhd.
Tiong Nam Coldroom & Management of cold room storage 100 100
Distribution Centre Sdn. Bhd. and distribution services
Tiong Nam (Sarawak) Sdn. Bhd. Provision of transport and related 100 100
services
Tiong Nam Resources Sdn. Bhd. General sales agent for air, land 60 60
and sea logistics activities
The Groups subsidiaries that have material non-controlling interests (NCI) are as follows:
2016
Other
Japan TNTT subsidiaries
Original Packages with
Electric Express immaterial
Sdn. Bhd. Sdn. Bhd. NCI Total
As at 31 March
Non-current assets 53 7,262
Current assets 22,129 2,187
Non-current liabilities (732)
Current liabilities (4,083) (1,346)
Net increase/(decrease) in
cash and cash equivalents 35 (154)
2015
Other
Japan TNTT subsidiaries
Original Packages with
Electric Express immaterial
Sdn. Bhd. Sdn. Bhd. NCI Total
As at 31 March
Non-current assets 444 5,480
Current assets 54,001 2,687
Non-current liabilities (275)
Current liabilities (19,487) (1,115)
Net (decrease)/increase in
cash and cash equivalents (8,225) 10
8. Investments in associates
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
Effective ownership
Principal place of business interest and voting
Name of entity and country of incorporation interest
2016 2015
% %
The following table summarises the information of the Groups material associates, adjusted for any differences in
accounting policies and reconciles the information to the carrying amount of the Groups interest in the associates:
2016
Bechtrans Complete
Group International Bayview
(S) Pte. Ltd. Sdn. Bhd. Total
RM000 RM000 RM000
Summarised financial information
As at 31 March
Non-current assets 376 108 484
Current assets 4,540 3,313 7,853
Non-current liabilities (166) (166)
Current liabilities (2,149) (1,935) (4,084)
2016
Bechtrans Complete
International Bayview
Group (S) Pte. Ltd. Sdn. Bhd. Total
RM000 RM000 RM000
Other information
Dividends received 2,000 2,000
2015
Bechtrans Complete
International Bayview
Group (S) Pte. Ltd. Sdn. Bhd. Total
RM000 RM000 RM000
As at 31 March
Non-current assets 29 180 209
Current assets 3,757 35,788 39,545
Current liabilities (1,446) (20,599) (22,045)
2015
Bechtrans Complete
International Bayview
Group (S) Pte. Ltd. Sdn. Bhd. Total
RM000 RM000 RM000
Other information
Dividends received 6,000 6,000
Group
Property, plant and equipment
- capital allowances (15,789) (14,445) (15,789) (14,445)
- revaluation (28,250) (12,183) (28,250) (12,183)
Trade receivables 1,911 1,611 1,911 1,611
Provisions 2,138 1,374 2,138 1,374
Unabsorbed capital allowances 261 2,007 261 2,007
Unutilised tax losses 102 1,076 102 1,076
Fair value gain on investment
properties (2,885) (1,763) (2,885) (1,763)
Deferred income 588 588
Others 411 934 411 934
Deferred tax assets and liabilities are attributable to the following (continued):
Company
Property, plant and equipment
- capital allowances (184) (184)
- revaluation (68) (31) (68) (31)
Fair value gain on investment
properties (1,334) (871) (1,334) (871)
Provisions 186 187 186 187
Deferred tax assets have not been recognised in respect of the following items (stated at gross):
Group
2016 2015
RM000 RM000
6,214 5,193
The deductible temporary differences, unabsorbed capital allowances and unutilised tax losses do not expire under
current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable
that future taxable profit will be available against which the subsidiaries can utilise the benefits therefrom.
Arising Arising
Recognised from Recognised from
At in profit business At in profit business At
1 April or loss combination Revaluation 31 March or loss combination Revaluation 31 March
2014 (Note 21) (Note 25.2) reserve 2015 (Note 21) (Note 25.1) reserve 2016
RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
Group
Company
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
Non-current
Other receivables
- Due from subsidiaries - non-trade 147,158 140,375
Current
Trade receivables 149,918 170,499 798
Other receivables, deposits
and prepayments 36,509 26,841 7 501
Accrued billings 8,991
Due from subsidiaries - trade 2,438
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
Included in trade and other receivables of the Group and the Company are amounts due from related parties and key
management personnel of the Group as follows:
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
2,494 1,583 13
The non-current non-trade amounts due from subsidiaries are unsecured and will not be repayable within a year. Interests
are charged at a fixed rate of 5% (2015: 5%) per annum on monthly outstanding balances.
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
Representing items:
At cost/amortised cost 13,256 13,256
At fair value 20,323 26,764 18,878 18,039
The investment in unquoted RCULS represents 5% 5-year loan stocks in accordance with the assets disposal scheme of
the Group. The RCULS has matured on 29 June 2015.
the issuer shall redeem all outstanding RCULS in cash at 100% of their nominal value on the maturity date of the
RCULS.
the issuer shall at its option be allowed to redeem any outstanding RCULS at the redemption price prior to its stated
maturity date.
RCULS holders shall have the option during the conversion period to convert up to twenty percent (20%) of the
RCULS issued at the conversion price of RM1.00 into new ordinary shares of RM1.00 each in the issuer.
All outstanding RCULS not redeemed on the maturity date will automatically be converted to new shares on the
said date at the conversion price.
Quoted shares in Malaysia with carrying amount of RM6.0 million (2015: RM6.6 million) are pledged for share margin
facility granted to the Company.
12. Inventories
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
Group
2016 2015
RM000 RM000
365,584 306,196
Add: Costs incurred during the year
Freehold land 329 59,599
Long term leasehold land 3,194 118,551
Development cost 87,761
91,284 178,150
Less: Cost recognised as an expense in profit or loss
- Prior years (117,966) (110,087)
- Current year (65,346) (111,915)
(183,312)
(222,002)
273,556 262,344
Transfer to inventories (38,084) (14,784)
235,472 247,560
The freehold, leasehold land and development costs with an aggregate carrying amount of RM183,673,000 (2015:
RM186,794,000) are charged to banks for banking facilities granted to certain subsidiaries.
Group
2016 2015
RM000 RM000
The interest expenses is capitalised at rate of 5.23% (2015: 5.23%) per annum.
14. Cash and cash equivalents
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
Included in the fixed deposits with licensed banks of the Group is RM2,601,000 (2015: RM1,717,000) pledged for bank
facilities granted to certain subsidiaries.
Included in the cash and bank balances of the Group is an amount of RM207,493 (2015: RM744,000) of which the
utilisation is subject to Section 7A of the Housing Development (Control and Licensing) Act, 1966 in Malaysia, as amended
by the Housing Developers (Housing Development Account) Regulation, 2002 in Malaysia.
The assets classified as held for sale consist of a freehold land and building amounted to RM15,600,000. The Group
entered into an agreement to dispose of the assets for a consideration of RM15,600,000 on 6 January 2016. The disposal
has been completed on 21 April 2016.
Share capital
Group/Company Group/Company
Number of
ordinary shares
2016 2015 2016 2015
RM000 RM000 000 000
Reserves
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
Distributable
Retained earnings 345,186 282,772 83,045 75,064
Non-distributable
Share premium 5,631 5,631 5,631 5,631
Revaluation reserve
- arising from revaluation of land
and buildings, net of deferred tax 127,081 47,673 208 92
Treasury shares (4,644) (3,191) (4,644) (3,191)
Exchange fluctuation reserve (487) (313) -- --
Warrant reserve 41,535 41,535 41,535 41,535
Ordinary shares
The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one
vote per share at meetings of the Company. In respect of the Companys treasury shares that are held by the Group (see
below), all rights are suspended until those shares are reissued.
Share premium
Share premium comprises the premium paid on subscription of shares in the Company over and above the par value of
the shares.
Revaluation reserve represents surplus on revaluation of land and buildings of the Group and of the Company, net of
deferred tax.
Treasury shares
At the Annual General Meeting held on 12 September 2015, the shareholders of the Company approved the Companys
plan to repurchase its own shares. The Directors of the Company are committed to enhancing the value of the Company
to its shareholders and believe that the repurchase plan can be applied in the best interests of the Company and its
shareholders.
During the financial year, the Company repurchased 1,402,900 (2015: 2,840,200) of its issued share capital from the open
market. The average price paid for the shares repurchased was RM1.04 (2015: RM1.12) per share including transaction
costs, and the repurchase transactions were financed by internally generated funds.
At 31 March 2016, a total of 4,243,100 (2015: 2,840,200) repurchased shares are being held as treasury shares. The
number of outstanding shares of RM0.20 in issue after the set off is 416,469,200 (2015: 417,872,100).
Treasury shares have no rights to voting, dividends and participation in any other distribution. Treasury shares shall not
be taken into account in calculating the number or percentage of shares or of a class of shares in the Company for any
purposes including substantial shareholding, take-overs, notices, the requisition of meeting, the quorum for a meeting
and the result of a vote on a resolution at a meeting.
Warrant reserve
The Warrant reserve relates to the Rights Issue of 210,258,500 Warrants on the basis of one (1) Warrant for every two (2)
ordinary shares held at an issue price of RM0.20 per Warrant. The related expenses of RM477,000 were set off against
the Warrant reserve.
(i) Each Warrant entitles the registered holder to subscribe for one (1) new ordinary share of RM0.20 each in the
Company at the exercise price of RM1.00 during the exercise period, subject to the adjustments in accordance
with the Deed Poll constituting the Warrants;
(ii) The Warrants may be exercised at any time on or after 3 January 2014 until the end of the tenure of the Warrants.
The tenure of the Warrants is for a period of five (5) years;
(iii) The new shares to be issued upon the exercise of the Warrants shall, upon allotment and issue, rank pari passu in all
respects with the then existing shares of the Company except that they will not be entitled to any dividends, rights,
allotments and/or distributions declared, made or paid by the Company prior to the relevant date of allotment and
issue of the new shares to be issued pursuant to the exercise of the Warrants;
(iv) For purpose of trading on Bursa Securities, a board lot for the Warrants shall comprise one hundred (100) Warrants
carrying right to subscribe for 100 new shares at any time during the exercise period or such denomination as
determined by Bursa Securities; and
(v) The Deed Poll and accordingly the Warrants are governed by and shall be construed in accordance with the laws
of Malaysia.
NIL (2015: 195,300) Warrants were exercised during the financial year. As at the year end, 210,063,200 (2015:
210,063,200) Warrants remained unexercised.
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
Non-current
Other payables 2,668 3,908
Due to a subsidiary - non-trade 4,230
Current
Trade payables 59,335 60,173 2,059
Other payables and accrued expenses 146,670 92,644 671 501
Due to subsidiaries
- trade 34
- non-trade 780 780
Progress billings 52,760 82,592
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
Non-current
Property, plant and equipment creditors 2,668 3,908
Current
Other payables 27,938 27,924
Property, plant and equipment creditors 38,040 1,183
Deposit received for development projects 1,694 2,384
Deposits for rental of trucks and properties 15,726 12,198 9
Accrued expenses 38,024 48,955 662 501
Provision for liquidated and ascertained
damages 17,668
Part proceeds received
for assets held for sale 7,580
Included in trade and other payables of the Group and the Company are amounts due to related parties as follows:
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
6,234 4,212 4
The non-current non-trade amount due to a subsidiary was unsecured and interest was charged at a fixed rate of 5%
(2015: 5%) per annum on monthly outstanding balances.
The current non-trade amounts due to subsidiaries are unsecured, interest free and have no fixed term of repayment.
Provision for liquidated and ascertained damages is recognised when there is an expected delay in handing over of vacant
possession to the property purchasers. The provision is based on the terms stipulated in the Sale and Purchase Agreements
and the expected delay in handing over of vacant possession to the property purchasers. The provision is expected to be
incurred in one to two years.
Included in property, plant and equipment creditors is an amount of RM3,909,237 (2015: RM5,092,359) owing for the
purchase of a piece of leasehold land under deferred payment scheme.
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
Non-current
Secured
- Finance lease liabilities 6,301 4,261
- Term loans 275,726 179,951 15,058 9,531
- Islamic term loans 140,593 77,999
Current
Secured
- Finance lease liabilities 2,156 1,252
- Term loans 17,742 103,828 771 323
- Islamic term loans 2,419 887
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
Unsecured
- Revolving credits 64,500 59,500
- Bankers acceptances 25,000 25,000
- Islamic trade bills 2,000 1,635
- Bank overdrafts 8,203 5,774
99,703 91,909
Security
i) certain land and buildings and property development projects of the Group as disclosed in Notes 3, 4 and 13
respectively;
ii) negative pledge on certain assets of a subsidiary;
iii) fixed deposits of the Group; and
iv) corporate guarantee by the Company.
Significant covenants
2016 2015
Present Present
Future value of Future value of
minimum minimum minimum minimum
lease lease lease lease
payments Interest payments payments Interest payments
RM000 RM000 RM000 RM000 RM000 RM000
Group
Less than one year 2,565 409 2,156 1,529 277 1,252
Between one and five years 6,800 509 6,291 4,614 417 4,197
More than five years 10 10 66 2 64
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
Directors
- Fees 495 456 495 456
- Remuneration 1,612 1,611
5,046 3,927
Other key management personnel comprise persons other than the Directors of Group entities, having authority and
responsibility for planning, directing and controlling the activities of the Group entities either directly or indirectly.
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
* The Malaysian Budget 2014 announced the reduction of corporate tax rate to 24% with effect from year of assessment
2016. Consequently, deferred tax assets and liabilities which are expected to reverse in 2016 and beyond are
measured using the tax rate of 24%.
Subject to the agreement of the Inland Revenue Board, the Group has unutilised investment tax allowance of RM6.1 million
(2015: RM11.2 million) to set off against future taxable income in a subsidiary subject to satisfying certain conditions.
The calculation of basic earnings per ordinary share at 31 March 2016 was based on the profit attributable to ordinary
shareholders and a weighted average number of ordinary shares calculated as follows:
Group
2016 2015
RM000 RM000
Group
2016 2015
000 000
The calculation of diluted earnings per ordinary share at 31 March 2016 was based on profit attributable to ordinary
shareholders and the weighted average number of ordinary shares outstanding after adjustment for the effects of all dilutive
potential ordinary shares, calculated as follows:
Group
2016 2015
RM000 RM000
Profit for the year attributable to ordinary shareholders (diluted) 77,080 72,876
000 000
The average market value of the Companys shares for purpose of calculating the dilutive effect of Warrants was based
on quoted market prices for the period during which the Warrants were outstanding.
Group
2016 2015
23. Dividends
2016
2015 Final, single tier 4.0 16,666 28 October 2015
2015
2014 - Final, net of tax 2.5 10,518 27 October 2014
After the reporting date, the following dividend was proposed by the Directors. This dividend will be recognised in the
subsequent financial reports upon approval by the owners of the Company at the forthcoming Annual General Meeting.
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
123,678 102,749 10
25.1 On 1 November 2015, the Group acquired 100% shares in Tiong Nam Properties Sdn. Bhd. The principal activities
of Tiong Nam Properties Sdn. Bhd. are administrative and commission agent for property development projects.
The acquisition of Tiong Nam Properties Sdn. Bhd. is for potential profit contribution to the Group. The cost of
acquisition is RM1,000,000.
The following summarises the major classes of consideration transferred, and the recognised amounts of assets
acquired and liabilities assumed at the acquisition date:
2016
RM000
2016
RM000
The carrying values of assets and liabilities recognised on acquisition date are their estimate fair values.
Net cash outflow arising from acquisition of subsidiaries
2016
RM000
956
Goodwill
2016
RM000
25.2 On 1 July 2014, the Group acquired 100% shares in Tiong Nam (Sarawak) Sdn. Bhd. (formerly known as Sinar
Mekar Sdn. Bhd.) and its subsidiary, Tiong Nam Warehousing (Sarawak) Sdn. Bhd. (formerly known as SM Global
Logistics Sdn. Bhd.). Tiong Nam (Sarawak) Sdn. Bhd. (formerly known as Sinar Mekar Sdn. Bhd.) is involved in the
provision of transport and related services, and Tiong Nam Warehousing (Sarawak) Sdn. Bhd. (formerly known as
SM Global Logistics Sdn. Bhd.) is involved in the provision of public bonded warehousing and distribution services.
The acquisition of Tiong Nam (Sarawak) Sdn. Bhd. (formerly known as Sinar Mekar Sdn. Bhd.) and its subsidiary is
for potential profit contribution to the Group. The cost of acquisition is RM6,676,000.
The following summarises the major classes of consideration transferred, and the recognised amounts of assets
acquired and liabilities assumed at the acquisition date:
2015
RM000
6,676
2015
RM000
The carrying values of assets and liabilities recognised on acquisition date are their estimate fair values.
2015
RM000
5,968
Goodwill
2015
RM000
Leases as lessee
Group
2016 2015
RM000 RM000
35,361 66,045
The Group leases a number of land and buildings under operating leases. The leases typically run for an initial period
of one to five years, with an option to renew the leases after that date. None of the lease includes contingent rentals.
27. Commitments
Group
2016 2015
RM000 RM000
Group
a) Arbitration
During the year, one of its subsidiaries, Terminal Perintis Sdn. Bhd. (TPSB) terminated its construction contract with
a main contractor, namely Tan Ngee Hong Construction Sdn. Bhd. (TNH) due to the latters failure in performing its
construction work and caused a delay in the progress of the project. Consequently, on 22 April 2016, TNH filed
a claim against TPSB with an Arbitrator for a sum of RM56.9 million for loss of profit and various costs including
a request for a refund of a performance bond of RM15.7 million.
TPSB has filed its Defence and Counterclaim on 10 June 2016 for a sum of RM77 million for liquidated and
ascertained damages as provided for under the contract between the two parties.
The Directors, as advised by the solicitors, are of the opinion that TPSB has a reasonably good chance of succeeding
in defending the claim by TNH.
Company
a) Corporate guarantees
Company
2016 2015
RM000 RM000
Unsecured:
Corporate guarantees given to financial institutions and
credit financing companies in respect of outstanding
term loans, short term borrowings, lease and
hire purchase facilities of subsidiaries 527,445 443,933
556,279 443,933
Secured:
Investment properties charged to a bank as security
for banking facilities granted to a subsidiary 29,834 22,400
For each of the business segments, the Group Managing Director reviews the internal management reports on a monthly
basis.
Performance is measured based on segment profit before tax, interest, depreciation and amortisation as the management
believes that such information is the most relevant in evaluating the results of the operation.
Segment assets
The total of segment assets is measured based on all assets of a segment, as included in the internal management reports
that are reviewed by the Group Managing Director. Segment total assets is used to measure the return of assets of each
segment.
Segment liabilities
Segment liabilities information is included in the internal management reports that are reviewed by the Group Managing
Director.
Segment capital expenditure is the total cost incurred during the financial year to acquire property, plant and equipment,
investment properties and prepaid lease payments.
Geographical segments
Logistics and
warehousing Property
services Investment development Total
2016 2015 2016 2015 2016 2015 2016 2015
RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
Profit/(Loss) before tax 55,628 23,791 (1,281) 4,121 51,422 82,751 105,769 110,663
Additions to non-current
assets other than financial
instruments and deferred
tax assets 142,945 73,101 24,659 36,672 167,604 109,773
Major customers
There is no major customer with revenue equal or more than 10% of the Groups total revenue.
2016
Financial assets
Group
Other investments 20,323 20,323
Trade and other receivables 194,032 194,032
Cash and cash equivalents 9,624 9,624
Company
Other investments 18,878 18,878
Trade and other receivables 150,397 150,397
Cash and cash equivalents 193 193
2015
Financial assets
Group
Other investments 40,020 26,764 13,256
Trade and other receivables 195,927 195,927
Cash and cash equivalents 22,408 22,408
Company
Other investments 31,295 18,039 13,256
Other receivables 140,876 140,876
Cash and cash equivalents 195 195
Carrying
amount FL
RM000 RM000
2016
Financial liabilities
Group
Loans and borrowings 544,640 544,640
Trade and other payables 181,731 181,731
726,371 726,371
Company
Loans and borrowings 15,829 15,829
Trade and other payables 3,544 3,544
19,373 19,373
2015
Financial liabilities
Group
Loans and borrowings 460,087 460,087
Trade and other payables 154,341 154,341
614,428 614,428
Company
Loans and borrowings 9,854 9,854
Trade and other payables 5,511 5,511
15,365 15,365
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
The Group has exposure to the following risks from its use of financial instruments:
Credit risk
Liquidity risk
Market risk
Credit risk is the risk of a financial loss to the Group if a customer or counterparty to a financial instrument fails
to meet its contractual obligations. The Groups exposure to credit risk arises principally from its receivables from
customers and investment securities. The Companys exposure to credit risk arises principally from advances to
subsidiaries and financial guarantees given to banks for credit facilities granted to subsidiaries.
Receivables
Risk management objectives, policies and processes for managing the risk
The Groups credit control department carried out credit control review with the direct involvement of Executive
Directors on an ongoing basis.
In respect of trade receivables arising from the sale of development properties, the Group monitors its credit risk
by maintaining a register of owners of the development properties with information on the purchaser self-finances
portion of the purchase consideration or upon undertaking of end financing by the purchasers end-financier.
As at the end of the reporting period, there were no significant concentrations of credit risk and the maximum
exposure to credit risk arising from receivables is represented by the carrying amounts in the statement of financial
position.
For logistics and warehousing activities, management has taken reasonable steps to ensure that receivables that
are neither past due nor impaired are measured at their realisable values. A significant portion of these receivables
are regular customers that have been transacting with the Group. The Group uses ageing analysis to monitor the
credit quality of the receivables. Any receivables having significant balances past due more than 90 or 120 days,
which are deemed to have higher credit risk, are monitored individually.
For property development activities, the progress billings are due within 14 days or 21 days as stipulated in the sale
and purchase agreements/billings. The retention sums are due upon the expiry of the defects liability period stated
in the respective sale and purchase agreements.
Receivables (continued)
Impairment losses
The Group maintains separate ageing analysis in respect of trade receivables from logistics and warehousing services
and property development. The ageing of trade receivables as at the end of the reporting period were:
Individual Collective
Group Gross impairment impairment Net
RM000 RM000 RM000 RM000
2016
Not past due 46,775 46,775
Past due 1 - 30 days 47,017 (113) 46,904
Past due 31 - 120 days 23,719 (227) (517) 22,975
Past due more than 120 days 11,071 (3,240) (7,035) 796
Company
2016
Not past due 285 285
Past due 1 - 30 days 296 296
Past due 31 - 120 days 160 160
Past due more than 120 days 57 57
798 798
Group
2015
Not past due 42,458 42,458
Past due 1 - 30 days 42,750 42,750
Past due 31 - 120 days 28,145 (6) (263) 27,876
Past due more than 120 days 13,254 (1,852) (7,097) 4,305
Receivables (continued)
The movements in the allowance for impairment losses of receivables during the financial year were:
Group
2016 2015
RM000 RM000
Property development
Individual Collective
Group Gross impairment impairment Net
RM000 RM000 RM000 RM000
2016
Not past due 5,864 5,864
Past due 1 - 30 days 1,468 1,468
Past due 31 - 60 days 1,325 1,325
Past due 61 - 90 days 1,907 1,907
Past due more than 90 days 22,151 (247) 21,904
2015
Not past due 3,939 3,939
Past due 1 - 30 days 18,533 18,533
Past due 31 - 60 days 2,392 2,392
Past due 61 - 90 days 9,756 9,756
Past due more than 90 days 18,490 18,490
53,110 53,110
Receivables (continued)
The movements in the allowance for impairment losses of trade receivables during the year were:
Group
2016 2015
RM000 RM000
At 1 April
Impairment loss recognised 247
At 31 March 247
The allowance account in respect of receivables is used to record impairment losses. Unless the Group is satisfied
that recovery of the amount is possible, the amount considered irrecoverable is written off against the receivable
directly.
Risk management objectives, policies and processes for managing the risk
Investments are allowed only in liquid securities and only with counterparties that have a credit rating equal to or
better than the Group.
As at the end of the reporting period, the Group has invested in domestic securities and unquoted fund. The maximum
exposure to credit risk is represented by the carrying amounts in the statement of financial position.
In view of the sound credit rating of counterparties, management does not expect any counterparty to fail to meet
its obligations.
The investments in quoted shares in Malaysia with carrying amount of RM6.0 million (2015: RM6.6 million) are
pledged for share margin facility granted to the Company.
Impairment losses
Financial guarantees
Risk management objectives, policies and processes for managing the risk
The Company provides unsecured financial guarantees to banks and credit financing companies in respect of
banking facilities granted to certain subsidiaries and a property, plant and equipment creditor in respect of purchase
of leasehold land. The Company monitors on an ongoing basis the results of the subsidiaries and repayments made
by the subsidiaries.
The maximum exposure to credit risk amounts to RM527.4 million (2015: RM443.9 million) representing the
outstanding banking facilities of the subsidiaries as at the end of the reporting period and RM28.8 million (2015:
NIL) representing the outstanding amount owing to a property, plant and equipment creditor as at the end of the
reporting period.
As at the end of the reporting period, there was no indication that any subsidiary would default on repayment.
The financial guarantees have not been recognised since the fair value on initial recognition was not material.
Risk management objectives, policies and processes for managing the risk
The Company provides unsecured loans and advances to subsidiaries. The Company monitors the results of the
subsidiaries regularly.
As at the end of the reporting period, the maximum exposure to credit risk is represented by their carrying amounts
in the statement of financial position.
Impairment losses
The movements in the allowance for impairment loss during the financial year were:
Company
2016 2015
RM000 RM000
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Groups
exposure to liquidity risk arises principally from its various payables, loans and borrowings.
The Group maintains a level of cash and cash equivalents and bank facilities deemed adequate by the management
to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they fall due.
It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at
significantly different amounts.
Maturity analysis
The table below summarises the maturity profile of the Groups and the Companys financial liabilities as at the end
of the reporting period based on undiscounted contractual payments:
Contractual More
Carrying interest rate/ Contractual Under 1 - 2 2 - 5 than
amount coupon cash flows 1 year years years 5 years
RM000 % RM000 RM000 RM000 RM000 RM000
Group
2016
Non-derivative financial
liabilities
Secured finance lease
liabilities 8,457 2.47 - 6.60 9,375 2,565 2,521 4,279 10
Secured term loans 293,468 4.82 - 6.20 360,668 33,014 102,348 113,143 112,163
Secured Islamic term loans 143,012 4.05 - 5.35 204,759 9,618 16,453 52,813 125,875
Unsecured revolving credits 64,500 4.58 - 5.45 64,700 64,700
Unsecured bankers
acceptances 25,000 4.53 - 4.60 25,000 25,000
Unsecured bank overdrafts 8,203 5.35 - 8.10 8,203 8,203
Unsecured Islamic trade bills 2,000 3.67 2,813 2,813
Trade and other payables 175,289 175,289 175,289
Other payables 6,442 4.80 - 5.00 6,763 3,943 1,410 1,410
2015
Non-derivative financial
liabilities
Secured finance lease
liabilities 5,513 3.60 6.60 6,209 1,529 1,439 3,175 66
Secured term loans 283,779 4.85 6.06 331,320 116,232 29,370 107,636 78,082
Secured Islamic term loans 78,886 5.05 5.35 105,096 4,815 5,216 45,862 49,203
Unsecured revolving credits 59,500 4.75 5.77 59,672 59,672
Unsecured bankers
acceptances 25,000 4.56 4.62 25,000 25,000
Unsecured bank overdrafts 5,774 5.35 7.85 5,774 5,774
Unsecured Islamic trade bills 1,635 3.68 3.73 1,642 1,642
Trade and other payables 148,698 148,698 148,698
Other payables 5,643 4.80 5.00 6,192 1,961 1,410 2,821
Contractual More
Carrying interest rate/ Contractual Under 1 - 2 2 - 5 than
amount coupon cash flows 1 year years years 5 years
RM000 % RM000 RM000 RM000 RM000 RM000
Company
2016
Non-derivative financial
liabilities
Trade and other payables 2,730 2,730 2,730
Due to a subsidiary 814 814 814
Term loans 15,829 5.05 22,197 1,545 1,545 4,636 14,471
Financial guarantees* 556,279 556,279
2015
Non-derivative financial
liabilities
Other payables 501 501 501
Due to a subsidiary
- current 780 780 780
- non-current 4,230 5.00 4,230 4,230
Term loans 9,854 5.05 13,293 800 1,421 4,333 6,739
Financial guarantees* 443,933 443,933
* The amount represents the outstanding banking facilities of the subsidiaries and amount owing to a property,
plant and equipment creditor as at the end of the reporting period.
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and other prices
that will affect the Groups financial position or cash flows.
Currency risk
The Group is exposed to foreign currency risk on services rendered that are denominated in a currency other than
the functional currencies of the Group entities. The currency giving rise to this risk is primarily Singapore Dollar
(SGD).
Risk management objectives, policies and processes for managing the risk
In respect of monetary assets and liabilities held in currencies other than Ringgit Malaysia, the Group does not
hedge this exposure. However, the Group keeps this policy under review.
The Groups exposure to foreign currency (a currency which is other than the functional currency of the Group
entities) risk, based on carrying amounts as at the end of the reporting period was:
Denominated in SGD
2016 2015
RM000 RM000
Group
A 10% (2015: 10%) strengthening of the Ringgit Malaysia against SGD at the end of the reporting period would have
decreased post-tax profit or loss by RM826,000 (2015: RM1,023,000). This analysis is based on foreign currency
exchange rate variances that the Group considered to be reasonably possible at the end of the reporting period.
This analysis assumes that all other variables, in particular interest rates, remained constant.
A 10% (2015: 10%) weakening of Ringgit Malaysia against the above currency at the end of the reporting period
would have had equal but opposite effect on the above currency to the amounts shown above, on the basis that
all other variables remained constant.
The Groups investments in fixed rate debt securities and its fixed rate borrowings are exposed to a risk of change
in their fair value due to changes in interest rates. The Groups variable rate borrowings are exposed to a risk of
change in cash flows due to changes in interest rates. Investments in equity securities and short term receivables
and payables are not significantly exposed to interest rate risk.
Risk management objectives, policies and processes for managing the risk
The Group managed interest rate risk through effective use of its floating and fixed rate debts.
The interest rate profile of the Groups significant interest-bearing financial instruments, based on carrying amounts
as at the end of the reporting period was:
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss,
and the Group does not designate derivatives as hedging instruments under a fair value hedge accounting
model. Therefore, a change in interest rates at the end of the reporting period would not affect profit or loss.
A change of 100 basis points (bp) in interest rates during the reporting period would have increased/(decreased)
the Group and the Companys post-tax profit or loss by RM3,210,000 (2015: RM2,484,000) and RM120,000
(2015: RM74,000) respectively. This analysis assumes that all other variables, in particular foreign currency
rates, remained constant.
Equity price risk arises from the Groups investments in equity securities.
Risk management objectives, policies and processes for managing the risk
Management of the Group monitors the equity investments on a portfolio basis. Material investments within the
portfolio are managed on an individual basis and all buy and sell decisions are approved by the Managing Director
of the Group.
This analysis assumes that all other variables remain constant and the Groups equity investments moved in correlation
with FTSE Bursa Malaysia KLCI (FBMKLCI).
A 10% (2015: 10%) strengthening in FBMKLCI at the end of the reporting period would have increased post-tax
profit or loss by RM1,435,000 (2015: RM1,353,000). A 10% (2015: 10%) weakening in FBMKLCI would have had
equal but opposite effect on the post-tax profit or loss.
The carrying amounts of cash and cash equivalents, short term receivables and payables and short term borrowings
approximate their fair values due to the relatively short term nature of these financial instruments.
The carrying amounts of floating rate term loans approximate their fair values as their effective interest rates change
according to movements in the market interest rates.
The table below analyses financial instruments carried at fair value and those not carried at fair value for which fair
value is disclosed, together with their fair values and carrying amounts shown in the statement of financial position.
2016
Financial assets
Quoted shares 18,878 18,878 18,878
Unquoted fund -- 1,445 1,445 1,445
Financial liabilities
Term loans (436,480) (436,480) (436,480)
Finance lease liabilities (8,618) (8,618) (8,457)
2015
Financial assets
Quoted shares 18,039 18,039 18,039
Unquoted fund 8,725 8,725 8,725
Financial liabilities
Term loans (362,665) (362,665) (362,665)
Finance lease liabilities (5,284) (5,284) (5,513)
2016
Financial assets
Quoted shares 18,878 18,878 18,878
Financial liabilities
Term loans (15,829) (15,829) (15,829)
2015
Financial assets
Quoted shares 18,039 18,039 18,039
Financial liabilities
Term loans (9,854) (9,854) (9,854)
Level 1 fair value is derived from quoted price (unadjusted) in active markets for identical financial assets or liabilities
that the entity can access at the measurement date.
Level 2 fair value is estimated using inputs other then quoted prices included within Level 1 that are observable
for the financial assets or liabilities, either directly or indirectly.
There has been no transfer between Level 1 and 2 fair values during the financial year. (2015: no transfer in either
directions)
The following table shows the valuation techniques used in the determination of fair values within Level 3, as well
as the key unobservable inputs used in the valuation models.
Term loans/Finance lease liabilities Discounted cash flows using a rate Interest rate
based on the current market rate of (2016: 2.47% - 6.60%;
borrowing of the Group entities at 2015: 3.60% - 6.60%)
the reporting date.
The Groups objectives when managing capital is to maintain a strong capital base and safeguard the Groups ability to
continue as a going concern, so as to maintain investors, creditors and market confidence and to sustain future development
of the business. The Directors monitor and determine to maintain an optimal debt-to-equity ratio that complies with debt
covenants and regulatory requirements.
The debt-to-equity ratios at 31 March 2016 and at 31 March 2015 were as follows:
2016 2015
RM000 RM000
There were no changes in the Groups approach to capital management during the financial year.
Under the requirement of Bursa Malaysia Practice Note No. 17/2005, the Company is required to maintain a consolidated
shareholders equity equal to or not less than the 25 percent of the issued and paid-up capital (excluding treasury shares)
and such shareholders equity is not less than RM40 million. The Company has complied with this requirement.
The Group is also required to maintain a maximum debt-to-equity ratio of 1.5 to comply with bank covenants, failing
which, the bank may call an event of default.
For the purposes of these financial statements, parties are considered to be related to the Group or the Company 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. Related parties may be individuals or other entities.
Related parties also include key management personnel defined as those persons having authority and responsibility for
planning, directing and controlling the activities of the Group either directly or indirectly. The key management personnel
includes all the Directors of the Group, and certain members of senior management of the Group.
The Group has related party relationship with its significant investors, subsidiaries, associates and key management
personnel.
Related party transactions have been entered into in the normal course of business under normal trade terms. The
significant related party transactions of the Group and the Company are shown below.
Company
2016 2015
RM000 RM000
Transactions
A. Subsidiaries
B. Associates
Dividend income 2,000 6,000
Interest expense 147
Group
2016 2015
RM000 RM000
The breakdown of the retained earnings of the Group and of the Company as at 31 March, into realised and unrealised
profits, pursuant to Paragraphs 2.06 and 2.23 of Bursa Malaysia Main Market Listing Requirements, are as follows:
Group Company
2016 2015 2016 2015
RM000 RM000 RM000 RM000
The determination of realised and unrealised profits is based on the Guidance on Special Matter No. 1, Determination
of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad
Listing Requirements, issued by the Malaysian Institute of Accountants on 20 December 2010.
Statement by Directors
Pursuant to Section 169(15) of the Companies Act, 1965
In the opinion of the Directors, the financial statements set out on pages 46 to 127 are drawn up in accordance with Financial
Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia so as to give a true and fair view of the
financial position of the Group and of the Company as of 31 March 2016 and of their financial performance and cash flows
for the financial year then ended.
In the opinion of the Directors, the information set out in Note 33 on page 128 to the financial statements has been compiled in
accordance with Guidance on Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the Context of
Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants,
and presented based on the format prescribed by Bursa Malaysia Securities Berhad.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:
Johor Bahru
Statutory declaration
Pursuant to Section 169(16) of the Companies Act, 1965
I, Law Tik Long, the officer primarily responsible for the financial management of TIONG NAM LOGISTICS HOLDINGS
BERHAD, do solemnly and sincerely declare that the financial statements set out on pages 46 to 128 are, to the best of my
knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue
of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by the above named in Johor Bahru in the State of Johor on 11 July 2016.
Before me:
We have audited the financial statements of Tiong Nam Logistics Holdings Berhad, which comprise the statements of financial
position as at 31 March 2016 of the Group and of the Company, and the statements of profit or loss and other comprehensive
income, changes in equity and cash flows of the Group and of the Company for the financial year then ended, and a summary
of significant accounting policies and other explanatory information, as set out on pages 46 to 127.
The Directors of the Company are responsible for the preparation of financial statements so as to give a true and fair view in
accordance with Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia. The Directors
are also responsible for such internal control as the Directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance
with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entitys
preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit
also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made
by the Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company
as of 31 March 2016 and of their financial performance and cash flows for the year then ended in accordance with Financial
Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia.
In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its
subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.
(b) We have considered the accounts and the auditors reports of the subsidiaries of which we have not acted as auditors,
which are indicated in Note 7 to the financial statements.
(c) We are satisfied that the accounts of the subsidiaries that have been consolidated with the Companys financial statements
are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the
Group and we have received satisfactory information and explanations required by us for those purposes.
(d) The audit reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment made
under Section 174(3) of the Act.
Our audit was made for the purpose of forming an opinion on the financial statements taken as a whole. The information set
out in Note 33 on page 128 to the financial statements has been compiled by the Company as required by the Bursa Malaysia
Securities Berhad Listing Requirements and is not required by the Financial Reporting Standards in Malaysia. We have extended
our audit procedures to report on the process of compilation of such information. In our opinion, the information has been
properly compiled, in all material respects, in accordance with the Guidance on Special Matter No.1, Determination of Realised
and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements,
issued by the Malaysian Institute of Accountants and presented based on the format prescribed by Bursa Malaysia Securities
Berhad.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act,
1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
Johor Bahru
ANALYSIS OF SHAREHOLDINGS
As at 30 June 2016
DIRECTORS SHAREHOLDINGS
DISTRIBUTION OF SHAREHOLDINGS
Number of Number of
Size of Shareholdings Shareholders % Shares Held %*
Notes:
a Part of the shares are held through Mercsec Nominees (Tempatan) Sdn Bhd, CIMB Group Nominees (Tempatan) Sdn Bhd,
Maybank Nominees (Tempatan) Sdn Bhd.
b Part of the shares are held through RHB Capital Nominees (Tempatan) Sdn Bhd, Alliance Group Nominees (Tempatan) Sdn Bhd,
Cimsec Nominees (Tempatan) Sdn Bhd, Kenanga Nominees (Tempatan) Sdn Bhd & RHB Nominees (Tempatan) Sdn Bhd.
c Part of the shares are held through Alliance Group Nominees (Tempatan) Sdn Bhd.
* The percentage of issued shares is computed based on the number of shares in issue of 420,712,300 ordinary shares less
4,244,100 ordinary shares held as Treasury Shares.
Number
Name of Shares %*
1. MAYBANK NOMINEES (TEMPATAN) SDN BHD TNTT REALTY SDN BHD 59,174,500 14.208
2. MERCSEC NOMINEES (TEMPATAN) SDN BHD TNTT REALTY SDN BHD 31,346,500 7.526
3. RHB CAPITAL NOMINEES (TEMPATAN) SDN BHD ONG YOONG NYOCK 30,905,000 7.420
4. HLIB NOMINEES (TEMPATAN) SDN BHD ASTINAS CONSTRUCTION 18,387,000 4.414
& DEVELOPMENT SDN BHD
5. ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD ONG YOONG NYOCK 13,500,000 3.241
6. CIMB GROUP NOMINEES (TEMPATAN) SDN BHD TNTT REALTY SDN BHD 12,000,000 2.881
7. MERCSEC NOMINEES (TEMPATAN) SDN BHD RENITRANS SDN BHD 10,500,000 2.521
8. CIMSEC NOMINEES (TEMPATAN) SDN BHD ONG YOONG NYOCK 9,575,000 2.299
9. CIMSEC NOMINEES (TEMPATAN) SDN BHD EPIGEN SDN BHD 9,200,000 2.209
10. CIMSEC NOMINEES (TEMPATAN) SDN BHD ONG YOONG NYOCK 8,750,000 2.101
11. NG SWEE YING @ NG SOOI YING 8,212,600 1.971
12. AMSEC NOMINEES (TEMPATAN) SDN BHD BAKAT IMPIAN SDN BHD 6,969,000 1.673
13. CITIGROUP NOMINEES (TEMPATAN) SDN BHD universal Trustee
(Malaysia) Bhd 6,253,500 1.501
14. ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD ONG YOONG NYOCK 5,203,000 1.249
15. AFFIN HWANG NOMINEES (TEMPATAN) SDN BHD NG SWEE YING @ 5,000,000 1.200
NG SOOI YING
16. RHB NOMINEES (TEMPATAN) SDN BHD PERKASA MARINE SUPPLY 4,883,500 1.172
(M) SDN BHD
17. RHB NOMINEES (TEMPATAN) SDN BHD ONG YOONG NYOCK 4,724,000 1.134
18. ANDREW LIM CHEONG SENG 4,500,000 1.080
19. MAYBANK NOMINEES (TEMPATAN) SDN BHD RENITRANS SDN BHD 4,400,000 1.056
20. ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD BAKAT IMPIAN
SDN BHD 4,000,000 0.960
21. YONG KWEE LIAN 4,000,000 0.960
22. hsbc NOMINEES (TEMPATAN) SDN BHD HSBC (M) trustee bhd 3,678,800 0.883
23. citigroup NOMINEES (TEMPATAN) SDN BHD universal trustee (M) bhd 3,190,800 0.766
24. KENANGA NOMINEES (TEMPATAN) SDN BHD ONG YOONG NYOCK 3,000,000 0.720
25. MIDF AMANAH INVESTMENT NOMINEES (TEMPATAN) SDN BHD 2,646,500 0.635
RENITRANS SDN BHD
26. ASTINAS CONSTRUCTION & DEVELOPMENT SDN BHD 2,435,500 0.584
27. MAYBANK NOMINEES (TEMPATAN) SDN BHD BAKAT IMPIAN SDN BHD 2,400,000 0.576
28. hsbc NOMINEES (asing) SDN BHD credit suisse 2,142,700 0.514
29. LOH HOCK LIANG 2,081,000 0.499
30. hLB NOMINEES (TEMPATAN) SDN BHD bakat impian sdn bhd 1,926,500 0.462
Number of Number of
Size of Warrant holdings Warrantholders % Warrants Held %
Number
Name of Shares %
1. MAYBANK NOMINEES (TEMPATAN) SDN BHD TNTT REALTY SDN BHD 29,587,250 14.084
2. MERCSEC NOMINEES (TEMPATAN) SDN BHD TNTT REALTY SDN BHD 15,673,250 7.461
3. RHB CAPITAL NOMINEES (TEMPATAN) SDN BHD ONG YOONG NYOCK 15,452,500 7.356
4. HLIB NOMINEES (TEMPATAN) SDN BHD ASTINAS CONSTRUCTION & 9,193,500 4.376
DEVELOPMENT SDN BHD
5. AFFIN HWANG NOMINEES (TEMPATAN) SDN BHD NG SWEE YING @ 7,500,000 3.570
NG SOOI YING
6. ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD ONG YOONG NYOCK 7,459,100 3.550
7. CIMB GROUP NOMINEES (TEMPATAN) SDN BHD TNTT REALTY SDN BHD 6,000,000 2.856
8. RHB NOMINEES (TEMPATAN) SDN BHD PERKASA MARINE SUPPLY 5,941,750 2.828
(M) SDN BHD
9. MERCSEC NOMINEES (TEMPATAN) SDN BHD RENITRANS SDN BHD 5,250,000 2.499
10. CIMSEC NOMINEES (TEMPATAN) SDN BHD EPIGEN SDN BHD 4,600,000 2.189
11. CIMSEC NOMINEES (TEMPATAN) SDN BHD ONG YOONG NYOCK 4,375,000 2.082
12. AMSEC NOMINEES (TEMPATAN) SDN BHD BAKAT IMPIAN SDN BHD 3,484,500 1.658
13. ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD ONG YOONG NYOCK 3,101,500 1.476
14. MAYANK NOMINEES (TEMPATAN) SDN BHD RENITRANS SDN BHD 3,000,000 1.428
15. CITIGROUP NOMINEES (TEMPATAN) SDN BHD OCBC SECURITIES 2,530,000 1.204
PRIVATE LIMITED
16. ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD BAKAT IMPIAN 2,000,000 0.952
SDN BHD
17. YONG KWEE LIAN 2,000,000 0.952
18. CITIGROUP NOMINEES (TEMPATAN) SDN BHD wong wai kong 1,500,900 0.714
19. CIMSEC NOMINEES (TEMPATAN) SDN BHD KER BOON KEE 1,409,800 0.671
20. MIDF AMANAH INVESTMENT NOMINEES (TEMPATAN) SDN BHD 1,323,250 0.629
RENITRANS SDN BHD
21. ASTINAS CONTRUCTION & DEVELOPMENT SDN BHD 1,217,750 0.579
22. MAYBANK NOMINEES (TEMPATAN) SDN BHD BAKAT IMPIAN SDN BHD 1,200,000 0.571
23. CIMSEC NOMINEES (TEMPATAN) SDN BHD Oh kwan hwa 1,150,200 0.547
24. RHB NOMINEES (TEMPATAN) SDN BHD ONG YOONG NYOCK 1,150,000 0.547
25. liew swee mio @ liew hoi foo 1,149,000 0.546
26. LOH HOCK LIANG 1,040,500 0.495
27. CIMSEC NOMINEES (TEMPATAN) SDN BHD ONG YOONG NYOCK 1,037,500 0.493
28. liang teh hai 1,016,400 0.483
29. HLB NOMINEES (TEMPATAN) SDN BHD BAKAT IMPIAN SDN BHD 963,250 0.458
30. puBlic nominees (tempaten) sdn bhd ker boon kee 850,000 0.404
list OF properties
As at 31 March 2016
LOCATION DESCRIPTION AREA EXISTING USE TENURE NET BOOK AGE OF ACQUISITION*/
(SQ FT) (EXPIRY VALUE BUILDING REVALUATION
DATE) (RM) (YEAR) DATE
LOT 38228 (LOT 2-11) SINGLE STOREY LAND OFFICE & FREEHOLD 23,900,000 21 JAN16
(GERAN NO. 47359) OFFICE/ 90,879 COLDROOMS
LION INDUSTRIAL PARK, WAREHOUSE BUILT-UP
SHAH ALAM 50,400
LOT NO 72062 & 72064 SINGLE STOREY LAND WAREHOUSE FREEHOLD 26,600,000 14 JAN16
MUKIM OF PEKAN BARU WAREHOUSE 153,611
HICOM, DISTRICT OF BUILT-UP
PETALING 54,144
H.S. (D) 75682 (PT 10173) SINGLE STOREY LAND WAREHOUSE FREEHOLD 13,800,000 7 JAN16
MUKIM OF KRUBONG WAREHOUSE 173,930
DISTRICT OF MELAKA BUILT-UP
TENGAH 88,802
PLO 46, HS(D) 177831, SINGLE STOREY LAND WAREHOUSE/ FREEHOLD 5,400,000 25 JAN16
PTD 52054, WAREHOUSE/ 43,560 OFFICE
MUKIM OF TEBRAU, DOUBLE STOREY BUILT-UP
DISTRICT OF JOHOR BAHRU OFFICE 33,138
LOT 92,93, 94 & 240 FACTORY/ LAND WORKSHOP FREEHOLD 18,500,000 14 APR16
MUKIM DAMANSARA WAREHOUSE 124,636
DISTRICT OF KLANG BUILT-UP
23,550
GM 181 (LOT 89) & SINGLE STOREY LAND OFFICE & FREEHOLD 42,100,000 1 APR16
GM 178 (LOT 90) OFFICE/ 134,219 COLDROOM
MUKIM DAMANSARA WAREHOUSE BUILT-UP
DISTRICT OF PETALING 70,587.66
H.S. (M) 3404 VACANT LAND LAND VACANT FREEHOLD 2,900,000 APR16
PTD 102680 58,667
MUKIM SENAI
DAERAH KULAIJAYA
LOCATION DESCRIPTION AREA EXISTING USE TENURE NET BOOK AGE OF ACQUISITION*/
(SQ FT) (EXPIRY VALUE BUILDING REVALUATION
DATE) (RM) (YEAR) DATE
H.S. (M) 3405 VACANT LAND LAND VACANT FREEHOLD 2,900,000 APR16
PTD 102681 58,667
MUKIM SENAI
DAERAH KULAIJAYA
H.S. (M) 3408 VACANT LAND LAND VACANT FREEHOLD 2,400,000 APR16
PTD 102686 58,667
MUKIM SENAI
DAERAH KULAIJAYA
H.S. (M) 3409 VACANT LAND LAND VACANT FREEHOLD 2,900,000 APR16
PTD 102687 58,667
MUKIM SENAI
DAERAH KULAIJAYA
LOT 21, EXPORT ORIENTED WAREHOUSE LAND WAREHOUSE LEASEHOLD 15,600,000 10 JAN16
INDUSTRIAL ZONE 108,507 81 YEARS
PHASE 1, KOTA KINABALU, BUILT-UP (31.12.2096)
SABAH 55,922
G.M. 115, LOT 2007 VACANT LAND LAND VACANT FREEHOLD 2,000,000 JAN16
[SPK 1362 (LOT 669)] 399,009
MUKIM SUNGAI LAKA,
DAERAH KUBANG PASU,
KEDAH
LOT 209 (PTD 3187) WAREHOUSE LAND WAREHOUSE LEASEHOLD 4,100,000 5 JAN16
KAWASAN PERINDUSTRIAN OFFICE 167,881 OFFICE 86 YEARS
BUKIT KAYU HITAM BUILT-UP (19.07.2102)
CHANGLUN, KEDAH 15,205
H.S. (D) 79959 5 BLOCKS OF LAND OFFICE & LEASEHOLD 171,800,000 11 JAN16
PT 14386 WAREHOUSES 871,200 WAREHOUSE 77 YEARS
MUKIM DAMANSARA CUM OFFICE BUILT-UP (26.09.2092)
DAERAH PETALING 624,554
LOCATION DESCRIPTION AREA EXISTING USE TENURE NET BOOK AGE OF ACQUISITION*/
(SQ FT) (EXPIRY VALUE BUILDING REVALUATION
DATE) (RM) (YEAR) DATE
NO. 23, SENOKO LOOP TWO STOREY LAND OFFICE/ LEASEHOLD 6,704,270 25 JAN16
SINGAPORE 758155 FACTORY CUM 48,180 WAREHOUSE 4 YEARS
3 STOREY BUILT-UP (16.01.2020)
ANCILLARY 56,547
OFFICE
H.S. (D) 506478 DIESEL STATION LAND DIESEL STATION LEASEHOLD 3,050,000 2 JAN16
PTB 23530 28,859 39 YEARS
BANDAR JOHOR BAHRU BUILT-UP (23.07.2055)
5,620
H.S. (M) 3307 VACANT LAND LAND VACANT FREEHOLD 2,800,000 APR16
PTD 102341 55,376
MUKIM SENAI
DAERAH KULAIJAYA
H.S. (M) 3308 VACANT LAND LAND VACANT FREEHOLD 2,800,000 APR16
PTD 102342 55,375
MUKIM SENAI
DAERAH KULAIJAYA
H.S. (M) 3309 VACANT LAND LAND VACANT FREEHOLD 2,800,000 APR16
PTD 102343 55,375
MUKIM SENAI
DAERAH KULAIJAYA
H.S. (M) 3310 VACANT LAND LAND VACANT FREEHOLD 2,300,000 APR16
PTD 102350 55,374
MUKIM SENAI
DAERAH KULAIJAYA
H.S. (M) 3311 VACANT LAND LAND VACANT FREEHOLD 2,300,000 APR16
PTD 102351 55,374
MUKIM SENAI
DAERAH KULAIJAYA
H.S. (M) 3312 VACANT LAND LAND VACANT FREEHOLD 2,300,000 APR16
PTD 102352 55,374
MUKIM SENAI
DAERAH KULAIJAYA
H.S. (M) 3313 VACANT LAND LAND VACANT FREEHOLD 2,380,000 APR16
PTD 102344 58,090
MUKIM SENAI
DAERAH KULAIJAYA
LOCATION DESCRIPTION AREA EXISTING USE TENURE NET BOOK AGE OF ACQUISITION*/
(SQ FT) (EXPIRY VALUE BUILDING REVALUATION
DATE) (RM) (YEAR) DATE
H.S. (M) 3314 VACANT LAND LAND VACANT FREEHOLD 2,380,000 APR16
PTD 102345 58,090
MUKIM SENAI
DAERAH KULAIJAYA
H.S. (M) 3315 VACANT LAND LAND VACANT FREEHOLD 2,900,000 APR16
PTD 102346 58,090
MUKIM SENAI
DAERAH KULAIJAYA
H.S. (M) 3316 VACANT LAND LAND VACANT FREEHOLD 2,900,000 APR16
PTD 102347 58,089
MUKIM SENAI
DAERAH KULAIJAYA
H.S. (M) 3317 VACANT LAND LAND VACANT FREEHOLD 2,900,000 APR16
PTD 102348 58,089
MUKIM SENAI
DAERAH KULAIJAYA
H.S. (M) 3318 VACANT LAND LAND VACANT FREEHOLD 2,900,000 APR16
PTD 102349 58,089
MUKIM SENAI
DAERAH KULAIJAYA
LOT 973 (GM 97) three STOREY LAND OFFICE/ FREEHOLD 21,400,000 18 JAN16
MUKIM OF DAMANSARA office/ double 98,003 factory
DISTRICT OF PETALING STOREY BUILT-UP
detached 47,069
factory
coldroom
PLO 1, HS(D) 177833, SINGLE STOREY LAND OFFICE/ FREEHOLD 7,510,000 21 JAN16
PTD 52056, WAREHOUSE/ 65,932 WAREHOUSE
MUKIM OF TEBRAU, FOUR STOREY BUILT-UP
DISTRICT OF JOHOR BAHRU OFFICE 28,136
LOCATION DESCRIPTION AREA EXISTING USE TENURE NET BOOK AGE OF ACQUISITION*/
(SQ FT) (EXPIRY VALUE BUILDING REVALUATION
DATE) (RM) (YEAR) DATE
PLO 68, HS(D) 177916, SINGLE STOREY LAND OFFICE/ LEASEHOLD 7,700,000 23 JAN16
PTD 53929, WAREHOUSE/ 89,150 WAREHOUSE 35 YEARS
MUKIM OF TEBRAU, DOUBLE STOREY BUILT-UP (10.03.2051)
DISTRICT OF JOHOR BAHRU OFFICE 51,240
PLO 42, HS(D) 444027, DOUBLE STOREY LAND OFFICE/ LEASEHOLD 15,100,000 15 APR16
PTD 52051, WAREHOUSE/ 87,120 WAREHOUSE 38 YEARS
MUKIM OF TEBRAU, DOUBLE STOREY BUILT-UP (30.10.2053)
DISTRICT OF JOHOR BAHRU OFFICE 92,894
PTD 137632 (LOT 3916 & DOUBLE STOREY LAND OFFICE/ FREEHOLD 9,600,000 12 APR16
3917) HS(D) 420021, WAREHOUSE/ 52,287 WAREHOUSE
MUKIM OF TEBRAU, THREE STOREY BUILT-UP
DISTRICT OF JOHOR BAHRU OFFICE 50,540
LOT 242 (GM 96) SINGLE STOREY LAND OFFICE/ FREEHOLD 3,900,000 9 APR16
MUKIM OF TEBRAU, WORKSHOP/ 38,642 SHOWHOUSE/
DISTRICT OF JOHOR BAHRU SERVICE CENTRE/ BUILT-UP WORKSHOP/
DOUBLE STOREY 11,821 SERVICE
OFFICE CUM CENTRE
SHOWHOUSE
PTD 56039 (LOT 27710) SINGLE STOREY LAND SHOWROOM FREEHOLD 15,400,000 12 APR16
GRN 413628 SHOWROOM 221,193
MUKIM OF TEBRAU BUILT-UP
DISTRICT OF JOHOR BAHRU 40,373
LOT NO 72061 (PT 34697) THREE STOREY LAND WAREHOUSE/ FREEHOLD 21,200,000 11 JAN16
MUKIM OF PEKAN BARU OFFICE 93,485 OFFICE
HICOM, DISTRICT OF BUILDING/ BUILT-UP
PETALING SINGLE STOREY 68,221
WAREHOUSE
D13 (PTD 2423, HS(D) SINGLE STOREY LAND WAREHOUSE LEASEHOLD 16,000,000 9 JAN16
303868) MUKIM OF TANJUNG WAREHOUSE 241,322 9 YEARS
KUPANG DISTRICT OF JOHOR BUILT-UP (31.07.2025)
BAHRU 123,004
LOT 181686, PN 89537 SINGLE STOREY LAND OFFICE/ LEASEHOLD 5,500,000 18 JAN16
(PT 101933) WAREHOUSE/ 91,009 WAREHOUSE 74 YEARS
MUKIM OF HULU KINTA, DOUBLE STOREY BUILT UP (17.10.2089)
DISTRICT KINTA OFFICE 29,731
LOCATION DESCRIPTION AREA EXISTING USE TENURE NET BOOK AGE OF ACQUISITION*/
(SQ FT) (EXPIRY VALUE BUILDING REVALUATION
DATE) (RM) (YEAR) DATE
LOT 3324 & 2083 DOUBLE STOREY LAND FACTORY FREEHOLD 13,700,000 13 JAN16
(GM 2005 & 2000) FACTORY/ 217,233
MUKIM OF SIMPANG KANAN SINGLE STOREY BUILT-UP
DISTRICT OF BATU PAHAT FACTORY 113,040
PT 1638 LOT 2592, SINGLE STOREY LAND WAREHOUSE/ FREEHOLD 3,900,000 10 JAN16
MUKIM OF KRUBONG, WAREHOUSE/ 42,937 OFFICE
DISTRICT OF MELAKA SINGLE STOREY BUILT-UP
TENGAH OFFICE 21,406
PT1641 LOT 2595, SINGLE STOREY LAND WAREHOUSE/ FREEHOLD 3,500,000 13 JAN16
MUKIM OF KRUBONG, WAREHOUSE/ 43,206 OFFICE
DISTRICT OF MELAKA SINGLE STOREY BUILT-UP
TENGAH OFFICE 18,598
PT1639 LOT 2593, SINGLE STOREY LAND WAREHOUSE/ FREEHOLD 4,600,000 18 JAN16
MUKIM OF KRUBONG, WAREHOUSE/ 50,192 OFFICE
DISTRICT OF MELAKA SINGLE STOREY BUILT-UP
TENGAH OFFICE 26,358
PLO 112E, HS(D) 17982, SINGLE STOREY LAND WAREHOUSE/ LEASEHOLD 8,600,000 16 JAN16
PT3043, MUKIM 11, DISTRICT WAREHOUSE/ 116,915 OFFICE 39 YEARS
OF SEBERANG PERAI THREE-STOREY BUILT-UP (06.10.2054)
OFFICE 43,899
PLO 77, HS(D) 178007 SINGLE STOREY LAND WAREHOUSE/ LEASEHOLD 6,600,000 23 JAN16
PTD 53919, WAREHOUSE / 79,628 OFFICE 35 YEARS
MUKIM OF TEBRAU, THREE-STOREY BUILT-UP (10.03.2051)
DISTRICT OF JOHOR BAHRU OFFICE 39,622
LOT 203D, HS(D) 23606, SINGLE STOREY LAND WAREHOUSE/ LEASEHOLD 14,300,000 13 JAN16
PT10851, WAREHOUSE/ 233,921 OFFICE 87 YEARS
MUKIM OF SUNGAI KARANG, DOUBLE STOREY BUILT-UP (29.03.2103)
DISTRICT KUANTAN OFFICE 116,022
HS (D) 23605, PT 10853, VACANT LAND LAND VACANT LAND LEASEHOLD 11,700,000 JAN16
MUKIM OF SUNGAI KARANG, 433,861 87 YEARS
DISTRICT KUANTAN (29.03.2103)
LOCATION DESCRIPTION AREA EXISTING USE TENURE NET BOOK AGE OF ACQUISITION*/
(SQ FT) (EXPIRY VALUE BUILDING REVALUATION
DATE) (RM) (YEAR) DATE
PLO 451, 529, SINGLE STOREY LAND WAREHOUSE LEASEHOLD 8,700,000 15 JAN16
KAWASAN PERINDUSTRIAN WAREHOUSE 435,616 47 YEARS
PASIR GUDANG BUILT-UP (17.07.2063)
15,000 - PLO 529
LEASEHOLD
42 YEARS
(07.10.2057)
- PLO 451
D25A (PTD 2423, HS(D) WAREHOUSE LAND WAREHOUSE LEASEHOLD 35,840,398 OCT15
303868) MUKIM OF TANJUNG 221,241 39 years
KUPANG DISTRICT OF JOHOR BUILT-UP (23.03.2055)
BAHRU 252,780
PLO 24, HS(D) 238596, SINGLE STOREY LAND WAREHOUSE LEASEHOLD 8,800,000 21 JAN16
PTD 119702, MUKIM OF WAREHOUSE 133,599 36 years
PLENTONG, DISTRICT OF BUILT-UP (31.01.2052)
JOHOR BAHRU 79,424
PLO 232, TANJUNG LANGSAT VACANT LAND LAND VACANT LAND LEASEHOLD 30,238,149 JUL15
MARINE TERMINAL, 871,200 30 years
KOMPLEKS PERINDUSTRIAN (15.11.2045)
TANJUNG LANGSAT, PASIR
GUDANG, JOHOR.
NO PT 846, TITLE NO HS(D) INDUSTRIAL LAND VACANT LAND LEASEHOLD 13,924,282 OCT11
267852, IN THE TOWNSHIP DEVELOPMENT 1,064,205 63 YEARS
OF SHAH ALAM, (18.09.2078)
DISTRICT OF PETALING
LOT 1767, TITLE NO GERAN DEVELOPMENT LAND VACANT LAND FREEHOLD 19,464,847 MAR14
87084, IN THE MUKIM OF LAND 377,190
TEBRAU, DISTRICT OF JOHOR
BAHRU
PTD 6905 & 6906, MUKIM INDUSTRIAL LAND VACANT LAND FREEHOLD 51,263,220 SEP13
OF JELUTONG, DISTRICT OF DEVELOPMENT 582,554
JOHOR BAHRU
LOCATION DESCRIPTION AREA EXISTING USE TENURE NET BOOK AGE OF ACQUISITION*/
(SQ FT) (EXPIRY VALUE BUILDING REVALUATION
DATE) (RM) (YEAR) DATE
LOT NO PTD [56083, 56088, INDUSTRIAL LAND VACANT LAND FREEHOLD 24,564,525 MAY11
56068, 56069, 56120 56140, DEVELOPMENT 1,420,577
56151, 56188 - 56193, 56204,
56315, 56141 56150, 56152
56187, 56194 56203,
56205 56314], TITLE NO HS
(D) [227516, 227518, 227501,
227502, 227549 227569,
227580, 227617 227622,
227633, 227644, 227570
227579, 227581 227616,
227623 227632, 227634
227743], MUKIM OF TEBRAU,
DISTRICT OF JOHOR BAHRU
PTD 154997 / HS(D) 458081, INDUSTRIAL LAND VACANT LAND FREEHOLD 21,622,155 JAN12
MUKIM OF PULAI, DEVELOPMENT 843,517
DISTRICT OF JOHOR BAHRU
PTD 171026 171029 & DEVELOPMENT LAND VACANT LAND FREEHOLD 39,501,856 NOV14
PTD 175231 175235, LAND 4,927,507
MUKIM OF PLENTONG,
DISTRICT OF JOHOR BAHRU
LOT 2537 (GERAN 47073), INDUSTRIAL LAND VACANT LAND FREEHOLD 26,893,817 MAR11
MUKIM OF SIMPANG KANAN, DEVELOPMENT 452,751
DISTRICT OF BATU PAHAT
NOTICE IS HEREBY GIVEN THAT the Twenty Seventh Annual General Meeting of TIONG NAM LOGISTICS HOLDINGS
BERHAD will be held at Lot 30462 Jalan Kempas Baru, 81200 Johor Bahru, Johor Darul Takzim on Saturday, 27 August 2016
at 9.30 a.m. to transact the following businesses:
AS ORDINARY BUSINESS
1. To receive and adopt the Audited Financial Statements for the financial year ended 31 March 2016
and the Reports of the Directors and Auditors thereon. Resolution 1
2. To re-elect Directors retiring under the provisions of the Articles of Association of the Company:
4. To declare a final single tier dividend of 5.0 sen per ordinary share in respect of the financial year Resolution 6
ended 31 March 2016.
5. To appoint KPMG as Auditors and to authorise the Directors to fix their remuneration. Resolution 7
AS SPECIAL BUSINESS
6. To consider and if thought fit, pass the following resolution as an ordinary resolution Resolution 8
THAT, subject to the Companies Act, 1965 (Act), the Memorandum and Articles of Association
of the Company and the Listing Requirements of the Bursa Malaysia Securities Berhad, approval be
and is hereby given to the Company and/or its subsidiary companies to enter into and give effect
to the class and nature of Recurrent Related Party Transactions in Section 2.3 subsection 2.3.1 as
specified in the Circular to Shareholders dated 29 July 2016 involving the interests of Directors and
major shareholders of the Company, namely Mr Ong Yoong Nyock and Madam Yong Kwee Lian and
persons connected to them, Mr Ong Yong Meng, Mr Ong Weng Seng, Madam Yong Wei Lian, Mr Pan
Chee Seng and Mr Wong Swee Siong provided that such Recurrent Related Party Transactions are:
AND THAT the Mandate is subject to annual renewal and any authority conferred by a Mandate
shall only continue to be in force until:
(a) the conclusion of the next AGM of the Company following the AGM at which such Mandate was
passed, at which time it will lapse, unless by a resolution passed at the meeting, the authority
is renewed;
(b) the expiration of the period within which the next AGM after that date is required to be held
pursuant to section 143(1) of the Act (but shall not extend to such extension as may be allowed
pursuant to section 143(2) of the Act); or
(c) revoked or varied by resolution passed by the shareholders in general meeting, whichever is
the earlier.
AND FURTHER THAT the Directors of the Company be authorised to complete and do all such
acts and things (including executing all such documents as may be required) as they may consider
expedient or necessary to give effect to the Proposed New Shareholders Mandate and Renewal of
Shareholders Mandate.
7. To consider and if thought fit, pass the following resolution as an ordinary resolution Resolution 9
THAT, subject to the Companies Act, 1965 (Act), the Memorandum and Articles of Association of
the Company and the Listing Requirements of the Bursa Malaysia Securities Berhad, approval be and
is hereby given to the Company and/or its subsidiary companies to enter into and give effect to the
class and nature of Recurrent Related Party Transactions in Section 2.3.2 as specified in the Circular
to Shareholders dated 29 July 2016 involving the interests of a Director, Mr Ong Wei Kuan provided
that such Recurrent Related Party Transactions are:
AND THAT the Mandate is subject to annual renewal and any authority conferred by a Mandate shall
only continue to be in force until:
(a) the conclusion of the next AGM of the Company following the AGM at which such Mandate was
passed, at which time it will lapse, unless by a resolution passed at the meeting, the authority
is renewed;
(b) the expiration of the period within which the next AGM after that date is required to be held
pursuant to section 143(1) of the Act (but shall not extend to such extension as may be allowed
pursuant to section 143(2) of the Act); or
(c) revoked or varied by resolution passed by the shareholders in general meeting, whichever is
the earlier.
AND FURTHER THAT the Directors of the Company be authorised to complete and do all such
acts and things (including executing all such documents as may be required) as they may consider
expedient or necessary to give effect to the Proposed New Shareholders Mandate and Renewal of
Shareholders Mandate.
8. To consider and if thought fit, pass the following resolution as an ordinary resolution Resolution 10
THAT, subject to the Companies Act, 1965 (Act), the Memorandum and Articles of Association of
the Company and the Listing Requirements of the Bursa Malaysia Securities Berhad, approval be and
is hereby given to the Company and/or its subsidiary companies to enter into and give effect to the
class and nature of Recurrent Related Party Transactions in Section 2.3.3 as specified in the Circular to
Shareholders dated 29 July 2016 involving the interests of a Director, Mr Chang Chu Shien provided
that such Recurrent Related Party Transactions are:
AND THAT the Mandate is subject to annual renewal and any authority conferred by a Mandate shall
only continue to be in force until:
(a) the conclusion of the next AGM of the Company following the AGM at which such Mandate was
passed, at which time it will lapse, unless by a resolution passed at the meeting, the authority
is renewed;
(b) the expiration of the period within which the next AGM after that date is required to be held
pursuant to section 143(1) of the Act (but shall not extend to such extension as may be allowed
pursuant to section 143(2) of the Act); or
(c) revoked or varied by resolution passed by the shareholders in general meeting, whichever is
the earlier.
AND FURTHER THAT the Directors of the Company be authorised to complete and do all such
acts and things (including executing all such documents as may be required) as they may consider
expedient or necessary to give effect to the Proposed Renewal of Shareholders Mandate.
9. To consider and if though fit, pass the following resolution as an ordinary resolution
PROPOSED NEW SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS Resolution 11
OF A REVENUE OR TRADING NATURE
THAT subject to the Companies Act, 1965 (ACT), the Memorandum and Articles of Association of
the Company and the Listing Requirements of the Bursa Malaysia Securities Berhad, approval be and
is hereby given to the Company and/or its subsidiary companies to enter into and give effect to the
class and nature of Recurrent Related Party Transactions in Section 2.3.4 as specified in the Circular
to Shareholders dated 29 July 2016 involving the interests of Directors and major shareholders of
the Company, namely Mr Ong Yoong Nyock and Madam Yong Kwee Lian and persons connected to
them, Mr Ong Yong Meng, Mr Ong Weng Seng, Madam Yong Wei Lian, Mr Pan Chee Seng and Mr
Wong Swee Siong provided that such Recurrent Related Party Transactions are:
AND THAT the Mandate is subject to annual renewal and any authority conferred by a Mandate shall
only continue to be in force until:
(a) the conclusion of the next AGM of the company following the AGM at which such Mandate was
passed, at which time it will lapse, unless by a resolution passed at the meeting, the authority
is renewed;
(b) the expiration of the period within which the next AGM after that date is required to be held
pursuant to section 143(1) of the Act (but shall not extend to such extension as may be allowed
pursuant to section 143(2) of the Act; or
(c) revoked or varied by resolution passed by the shareholders in general meeting, whichever is
the earlier.
AND FURTHER THAT the Director of the Company be authorized to complete and do all such
acts and things (including executing all such documents as may be required) as they may consider
expedient or necessary to give effect to the Proposed New Shareholders Mandate and Renewal of
Shareholders Mandate.
10. To consider and if though fit, pass the following resolution as an ordinary resolution Resolution 12
THAT subject always to the Companies Act, 1965 (Act), the provisions of the Memorandum and
Articles of Association of the Company, the Listing Requirements of Bursa Malaysia Securities Berhad
(Bursa Securities), and the approvals of all relevant governmental and/or the relevant authorities,
the Company be authorized, to buy-back such amount of ordinary shares of RM0.20 each in the
Company as may be determined by the Directors of the Company from time to time through Bursa
Securities upon such terms and conditions as the Directors may deem fit and expedient in the interest
of the Company provided that:-
(i) The aggregate number of shares bought back does not exceed 10% of the total issued and
paid-up share capital of the Company at any point of time;
(ii) The maximum amount of funds to be allocated for the share buy-back shall not exceed the
aggregate of the retained profits and/or share premium of the Company; and
(iii) The shares purchased are to be treated in either of the following manner:-
The treasury shares may be distributed as dividends to the shareholders and/or resold through Bursa
Securities and/or subsequently cancelled;
AND THAT the authority conferred by this resolution shall commence upon the passing of this
resolution until:-
(i) the conclusion of the next annual general meeting (AGM) of the Company, unless by ordinary
resolution passed at that meeting, the authority is renewed, either unconditionally or subject
to conditions; or
(ii) the expiration of the period within which the next AGM after the date it is required to be held
pursuant to section 143(1) of the Act (but shall not extend to such extension as may be allowed
pursuant to section 143(2) of the Act); or
(iii) revoked or varied by ordinary resolution passed by shareholders of the Company at a general
meeting of the Company,
whichever occurs first;
AND THAT the Directors of the Company be and are hereby authorised to take such steps to give full
effect to the Proposed Renewal of Share Buy-Back Authority with full power to assent to any conditions,
modifications, variations and/or amendments as may be imposed by the relevant authorities and/
or to do all acts and things as the Directors may deem fit and expedient in the best interest of the
Company.
11. To consider and if though fit, pass the following resolution as an ordinary resolution Resolution 13
THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby
authorised to issue shares in the Company at any time until the conclusion of the next Annual
General Meeting and 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 to be issued does
not exceed 10% of the issued and paid-up share capital of the Company for the time being, subject
always to the approvals of the relevant regulatory authorities.
12. To consider and if though fit, pass the following resolution as an ordinary resolution Resolution 14
THAT Dr Sia Teck Chin who has served as an Indepedent Non-Executive Director of the Company
for a cumulative term of more than nine (9) years, be and is hereby authorized to continue to act as
Indepedent Non-Executive Director of the Company until the conclusion of the next Annual General
Meeting in accordance with the Malaysian Code on Corporate Governance 2012.
FURTHER NOTICE IS HEREBY GIVEN THAT for the purpose of determining who shall be entitled to attend this meeting, the
Company shall be requesting Bursa Malaysia Depository Sdn Bhd to make available to the Company pursuant to Paragraph
7.16(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, a Record of Depositors as at 19 August
2016 and only a Depositor whose name appears on such Record of Depositors shall be entitled to attend this meeting or appoint
proxies to attend and/or vote on his/her behalf.
29 July 2016
NOTES:
1. Form of Proxy
i. Every member is entitled to appoint a proxy (or in the case of a corporation, to appoint a representative) to attend
and vote in his place. A proxy need not be a member of the Company. Where a member appoints two or more
proxies, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by
each proxy.
ii. The Proxy Form must be signed by the member and in the case of a corporation, executed under its common seal
or attorney duly authorised in writing or in that behalf. In the case of joint holders, all holders must sign the Proxy
Form.
iii. The Proxy Form must be deposited at the Companys Registered Office at Lot 30462 Jalan Kempas Baru, 81200
Johor Bahru, Johor not less than 48 hours before the time of holding the Meeting or any adjournment thereof.
iv. For the purpose of determining who shall be entitled to attend this meeting, the Company shall be requesting Bursa
Malaysia Depository SdnBhd to make available to the Company pursuant to Paragraph 7.16(2) of the Main Market
Listing Requirements of Bursa Malaysia Securities Berhad, a Record of Depositors as at 19 August 2016 and only
a Depositor whose name appears on such Record of Depositors shall be entitled to attend this meeting or appoint
proxies to attend and/or vote on his/her behalf.
i. Proposed New Shareholders Mandate and Renewal of Shareholders Mandate for Recurrent Related Party
Transactions of a Revenue or Trading Nature (RRPTs)
The proposed Resolutions No. 8 to 11, if passed, will authorise the Company and/or its subsidiaries to enter into
RRPTs with the respective related parties as set out in Section 2.3, Part B of the Circular to the Shareholders dated
29 July 2016. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General
Meeting of the Company. For further information on the Proposed New Shareholders Mandate and Renewal of
Shareholders Mandate for RRPTs, please refer to the Circular to Shareholders dated 29 July 2016 which was
circulated together with the 2016 Annual Report.
The proposed Resolution No. 12, if passed, will empower the Company to purchase and/or hold up to ten percent
(10%) of the total issued and paid-up share capital of the Company. This authority, unless revoked or varied at a
general meeting, will expire at the next Annual General Meeting of the Company. For further information on the
Proposed Share Buy-Back, please refer to Part A of the Circular to the Shareholders dated 29 July 2016 accompanying
the Companys 2016 Annual Report.
iii. Authority to Director to allot and issue share pursuant to Section 132D of the Companies Act, 1965
The proposed Resolution No. 13, if passed, will empower the Directors of the Company, from the date of the Twenty
Seventh Annual General Meeting, with the authority to allot and issue shares in the Company up to an amount not
exceeding in total 10% of the issued and paid-up share capital of the Company for such purposes as the Directors
consider would be in the best interest of the Company. This authority, unless revoked or varied at a general meeting,
will expire at the next Annual General Meeting,
The general mandate is to provide flexibility to the Company to issue new shares without the need to convene a
separate general meeting to obtain shareholderss approval so as to avoid incurring cost and time. The purpose of
this general mandate is for fund raising exercise including but not limited to further placement of shares for purposes
of funding current and/or future investment projects, working capital and/or acquistions.
Pursuant to Paragraph 6.03 (3) of the Bursa Malaysia Securities Berhads Main Market Listing Requirements, the
Company is seeking renewal of the proposed authority to issue shares pursuant to Section 132D of the Companies
Act, 1965. During the financial year 2016, there were no issue of new ordinary shares.
iv. Authority to continue in office as independent non-executive director of the Company pursuant to the Malaysian
Code on Corporate Governance 2012 (Resolutions 14).
Dr Sia Teck Chin was appointed as an Independent Non-Executive Director of the Company on 18 November 2005
and has therefore served for more than nine (9) years as at the forthcoming 27th AGM. However, he has met the
independence criteria as set out in Chapter 1 of the Main Market Listing Requirements of Bursa Malaysia Securities
Berhad (MMLR). The Board, therefore, considers him to be independent and believes that he should be retained
as Independent Non-Executive Director.
NOTICE IS ALSO HEREBY GIVEN that the final single-tier dividend of 5.0 sen per ordinary share in respect of the financial year
ended 31 March 2016, if approved by members, will be paid on 21 September 2016. The entitlement date for the dividends
payment is 30 August 2016.
(a) shares transferred into the depositors securities account before 4.00 p.m. on 30 August 2016;
(b) shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia
Securities Berhad.
29 July 2016
PROXY FORM
I/We.........................................................................................................................................................................................
(FULL NAME IN CAPITAL)
of.............................................................................................................................................................................................
(ADDRESS)
................................................................................................................................................................................................
(FULL NAME)
of.............................................................................................................................................................................................
(ADDRESS)
of.............................................................................................................................................................................................
(ADDRESS)
or failing him, the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Twenty
Seventh Annual General Meeting of the Company to be held at Lot 30462 Jalan Kempas Baru, 81200 Johor Bahru, Johor on
27 August 2016 at 9.30 am or any adjournment thereof.
Please indicate with an X in the space below how you wish your votes to be cast. In the absence of specific directions, your
proxy will vote or abstain as he thinks fit.
RESOLUTIONS FOR AGAINST
1 Adoption of Reports and Accounts
2 Re-election of Director Mr Ong Eng Teck @ Ong Eng Fatt
3 Re-election of Director - Mr Ong Yoong Nyock
4 Re-election of Director Mr Chang Chu Shien
5 Payment of Directors Fees
6 Declaration of Final Single Tier Dividend
7 Appointment of KPMG as Auditors
8 Proposed New Shareholders Mandate & Renewal of Shareholders Mandate for
Recurrent Related Party Transaction
9 Proposed New Shareholders Mandate & Renewal of Shareholders Mandate for
Recurrent Related Party Transaction
10 Proposed Renewal of Shareholders Mandate for Recurrent Related Party Transaction
11 Proposed New Shareholders Mandate for Recurrent Related Party Transaction
12 Proposed Renewal of Share Buy-Back Authority
13 Authority to Directors to Allot and Issue Share Pursuant to Section 132D of the
Companies Act, 1965
14 Authority for Dr Sia Teck Chin to Continue in Office as Independent Non-Executive
Director
Notes:
1. Every member is entitled to appoint a proxy (or in the case of a corporation, to appoint a representative) to attend and vote in his place.
A proxy need not be a member of the Company. Where a member appoints two or more proxies, the appointment shall be
invalid unless he specifies the proportions of his holdings to be represented by each proxy.
2. The Proxy Form must be signed by the member and in the case of a corporation, executed under its common seal or attorney duly
authorised in writing or in that behalf. In the case of joint holders, all holders must sign the Proxy Form.
3. The Proxy Form must be deposited at the Companys Registered Office Lot 30462 Jalan Kempas Baru, 81200 Johor Bahru, Johor not less
than 48 hours before the time of holding the Meeting or any adjournment thereof.
4. For the purpose of determining who shall be entitled to attend this meeting, the Company shall be requesting Bursa Malaysia Depository
Sdn Bhd to make available to the Company pursuant to Paragraph 7.16(2) of the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad, a Record of Depositors as at 19 August 2016 and only a Depositor whose name appears on such Record of Depositors
shall be entitled to attend this meeting or appoint proxies to attend and/or vote on his/her behalf.
Affix
Stamp
Here
w w w. ti on g n am.c om