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 Annual Report 2014

TABLE OF CONTENTS

2. Contents 31. Corporate Social Responsibility

4. Our Vision & Mission 37. Calendar of Events

4. Our Objectives 53. Corporate Structure

5. About Us 54. Corporate Governance Statement

15. Five Years Group Financial Highlights 64. Report of the Audit Committee

16. Notice of 20th Annual General Meeting 69. Statement of Risk Management
and Internal Control
18. Financial Calendar
74. Financial Statements
19. Profile of Directors
170. List of Landed Properties
25. Corporate Information
181. Analysis of Shareholdings
26. Senior Management
184. Proxy Form
27. Group Managing Director’s
Review of Operations

Cover Rationale
As the king of the skies, the eagle is a symbol of courage, power and strength. It embodies the qualities
of Bina Darulaman Berhad and that of our workforce, whose passion and dedication contributed to the
company’s upward progress within the industries we serve. With a vision as keen as an eagle, we pledge
to accomplish greater heights with each passing year.

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Annual Report 2014

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 About Us
Bina Darulaman Berhad (BDB) was incorporated
on 7 February 1995 and is an investment holding
company responsible for the development of
township, construction, road works, quarry, golf,
and leisure via its subsidiaries in Kedah.

BDB is committed in ensuring a sound, stable, and

dynamic development by committing to the highest
principles and its core values in tandem with its
status as the sole public-listed Government-linked
entity in the Kedah.

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Annual Report 2014

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 Engineering & Construction
KEDAH SATO SDN BHD

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 Annual Report 2014

KEDAH SATO SDN BHD is a specialised General and Turnkey

Contracting Company incorporated in Malaysia in 1982 and
registered with CIDB under G7 Grade. The Company was formed
through a joint venture between Perbadanan Kemajuan Negeri
Kedah (PKNK) and Sato Kogyo Company Ltd. (SKCL). Kedah
Sato has a track record that spans more than 30 years. Kedah
Sato is widely recognised in the field of Civil Engineering and
Building Construction with experiences ranging from airports,
jetties, roadworks, waterworks, bridges, industrial buildings and
residentials as well as commercial properties. Kedah Sato has
completed projects with revenues exceeding RM1 billion since
its inception.

In line with its goal to increase productivity and to diversify

business activities, Kedah Sato is diversifying its sources of
income by venturing into renewable energy, commercial and
recreational developments.

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 Township & Property Development
DARULAMAN REALTY SDN BHD

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 Annual Report 2014

DARULAMAN REALTY SDN BHD (DRSB) was established in 1983 and is a leading name in Kedah for township
development. It pioneered Bandar Darulaman in Jitra as a self-contained satellite town of Alor Setar in 1984. To date,
DRSB had developed 5,735 houses in Bandar Darulaman, Jitra, Kedah. Way forward, DRSB will launch its new
township Taman Tunku Intan Safinaz with 1,533 houses to be built upon its completion. In 1999, Darulaman Utama was
conceived to bring large scale development to Kuala Ketil in the district of Baling. With strategic location which is close
to Kolej Universiti Insaniah, DRSB had developed 2,399 houses in Darulaman Utama and its milestone was to sell en
bloc 323 units of PR1MA Homes to PR1MA Corporation Malaysia in Taman Insaniah. This is followed by Darulaman
Perdana, which was launched in Sungai Petani as a premier location for quality homes. With the tagline ‘Ultimate Living
in Style’, Darulaman Perdana launched its new scheme of Emerald, Jade and Amber. These houses were built with
spacious designs at competitive prices.

Many other new developments and townships are in the pipeline to ensure sustainability of contribution of quality
homes to society and towards Group income and revenue.

Kedah Holdings Sdn Bhd

Incorporated in 1982, KEDAH HOLDINGS SDN BHD (KHSB) is another subsidiary specialising in property development
and property investment. Its focus is in the construction of commercial and residential development, landed and high-
rise building in Kedah.

KHSB started with the development of Kompleks Alor Setar, a high-rise office block owned by Bina Darulaman Berhad,
and moved to develop an upmarket housing development in Alor Setar and later involved in a joint venture with a
subsidiary of Perbadanan Kemajuan Negeri Kedah to develop a condominium in Kulim Golf & Country Resort.

Way forward, KHSB will launch its affordable apartments in Langkawi.

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 Road Building & Quarry
Bina & Kuari (K) Sdn Bhd

BINA & KUARI (K) SDN. BHD. has nearly 40 years of experience in road construction. Bina & Kuari (K) Sdn Bhd
is a Class ‘A’ contractor that is recognised as one of the most reputable contractors for road works in Northern
Malaysia. The Company incorporated in November 1973 to assist Jabatan Kerja Raya in road construction and
maintenance in Kedah State, the Company has since grown robustly by employing skilled and experienced
workforce of 200 over staffs.

In 2013, the Company has successfully completed the RM40.0 million subcontracts project from IJM Construction Sdn
Bhd for the construction of the access road from the mainland to the Second Penang Bridge.

Apart from that, Bina Kuari has completed many landmark projects such as Trans Eastern Kedah Interland Highway
(TEKIH), the North-South Expressway (Tikam Batu and Bukit Kayu Hitam stretch), Alor Setar Airport Runway, roadworks
for Kolej Universiti Insaniah at Kuala Ketil, Kompleks Tabung Haji at Kepala Batas and Istana Bukit Malut in Langkawi.
Due to good track records in pavement works, the Company is entrusted with routine highway maintenance works by
PROPEL and UEMC.

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Annual Report 2014

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 Tourism & Hospitality
Darulaman Golf Resort Berhad

DARULAMAN GOLF RESORT BERHAD owns and manages the Darulaman Golf and Country Club (DGCC) which is
home to a sprawling international standard 18-hole golf course covering an area of 189.61 acres.

The Club also provides a wide range of facilities such as swimming pool, badminton courts, gymnasium, conference
facilities, F&B outlets, chalets, equestrian park, theme park and spa. DGCC is aptly described as the “Pride of the
North” for being the only club with full range of leisure, sporting and accommodation facilities.

The restoration and upgrading of the golf course was successfully completed and open for play since June 2013. The
Company benefitted from continued patronage of our loyal members and their guests to the upgraded golf course.

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Annual Report 2014

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 Five Years Group Financial Highlights
YEAR 2010 2011 2012 2013 2014
RM RM RM RM RM

Revenue 182,408,181 229,725,767 311,908,919 281,002,192 328,878,785

Profit Before Tax 19,911,338 28,066,733 30,099,475 29,314,815 33,862,477

Net Profit 13,652,899 19,547,043 21,680,042 21,139,791 24,160,279

Share Capital 72,815,856 72,815,856 72,815,856 72,815,856 72,815,856

Earnings per Share (sen) 19.66 26.85 29.78 29.04 33.19

Shareholders’ Funds 215,642,410 231,410,727 249,183,545 265,229,702 284,290,031

Net Tangible Assets

per Share (RM) 2.96 3.18 3.42 3.64 3.90

Dividend Per Share (sen) 7 7 7 7 3.5*

Dividend Payment (net) 3,822,833 3,913,852 5,097,110 5,097,110 10,634,924*

* Based on the latest issued and paid up capital as at dividend closing date.
* Subject to shareholders’ approval

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 Annual Report 2014

Notice of 20th Annual General Meeting

NOTICE IS HEREBY GIVEN that the 20th Annual General Meeting of Bina Darulaman Berhad (the Company) will be
held at The Majestic Hotel Kuala Lumpur, 5, Jalan Sultan Hishamuddin, 50000 Kuala Lumpur on Thursday, 9 April 2015
at 11.00 a.m to transact the following businesses:

AGENDA

As Ordinary Business

1. To receive the Audited Financial Statements for the financial year ended 31 December 2014 (See Note 1)
together with the Reports of the Directors and Auditors thereon.

2. To approve a first and final tax exempt single tier dividend of 3.5 sen per ordinary share in (Resolution 1)
respect of the financial year ended 31 December 2014.

3. To approve the payment of Directors’ Fee for the financial year ended 31 December 2014. (Resolution 2)

4. To re-elect the following Directors retiring pursuant to Article 86 of the Company’s Articles of
Association and who, being eligible, offer themselves for re-election.

i. Dato’ Abdul Rahman bin Ibrahim (Resolution 3)

ii. Datuk Wan Azhar bin Wan Ahmad (Resolution 4)

5. To re-appoint Messrs. KPMG as Auditors of the Company for the ensuing year and to authorise (Resolution 5)
the Directors to fix their remuneration.

6. To transact any other ordinary business of which due notice shall have been received.

NOTICE OF DIVIDEND PAYMENT AND BOOK CLOSURE

NOTICE IS HEREBY GIVEN that a first and final single tier dividend of 3.5 sen per ordinary share in respect of the
financial year ended 31 December 2014, if approved by the shareholders, will be paid on 20 May 2015 to Depositors
whose names appear in the Record of Depositors on 23 April 2015.

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

a) Shares transferred into the Depositor’s Securities Account before 4.00 p.m on 23 April 2015 in respect of ordinary
transfer; and

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

By Order of the Board,

KHAIRULMUNA BINTI ABD GHANI

(LS 0008190)
Company Secretary
Alor Setar
Kedah Darul Aman

Date : 18 March 2015

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 Notes

1. With regards to deposited securities, only members whose names appear in the Record of Depositors as at 3 April
2015 shall be eligible to attend and vote at the meeting.

2. A member of the Company entitled to attend and vote at the meeting is entitled to appoint up to two proxies to attend
and vote in his stead. A member shall specify the shareholding proportion where two proxies are appointed. A proxy
need not be a member of the Company.

3. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised
in writing or if the appointer is a corporation either under its common seal or under the hand of an officer or attorney
duly authorised in writing.

4. The instrument appointing a proxy together with the power of attorney or other authority, shall be deposited at the
Company’s Registered Office at Level 9, Menara BDB, 88, Lebuhraya Darulaman, 05100 Alor Setar, Kedah Darul
Aman not less than forty eight (48) hours before the time set for holding the meeting or at any adjournment thereof.

5. For the purpose of determining who shall be entitled to attend this meeting the Company shall be requesting the
Bursa Malaysia Depository Sdn Bhd (Depository) in accordance with Rules of the Depository, to issue Record of
Depositors and make available to the Company pursuant to Article 52 (iii) of the Company’s Articles of Association and
Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

EXPLANATORY NOTES ON ORDINARY BUSINESS:

1. AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014

The Audited Financial Statements in Agenda 1 is meant for discussion only as the approval of Shareholders is not
required pursuant to the provision of section 169(1) of the Companies Act 1965. Hence this Agenda is not put
forward for voting by Shareholders of the Company.

2. Directors who are standing for re-election or re-appointment at the 20th Annual General Meeting of the Company
are as follows:

i. Dato’ Abdul Rahman bin Ibrahim

ii. Datuk Wan Azhar bin Wan Ahmad

3. The profiles of the Directors who are standing for re-election or re-appointment are set out on pages 22 to 23
of the Annual Report.

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 Annual Report 2014

Financial Calendar
Financial Year End 31.12.2014

ANNOUNCEMENT OF RESULTS
• First Quarter 19.05.2014
• Second Quarter 15.08.2014
• Third Quarter 17.11.2014
• Fourth Quarter 26.02.2015

Notice of Annual General Meeting 18.03.2015

ANNUAL GENERAL MEETING 09.04.2015

DIVIDEND
• First & Final Single Tier
• Announcement Date 18.03.2015
• Record Date 23.04.2015
• Payment Date 20.05.2015

Share Price Movement

Bina Darulaman Berhad
Period: 10 March 2014 until 9 March 2015

Volume

Stock Symbol: BDB Stock Code: 6173 Industry: Construction

Summary
Highest price during this period is RM2.480 on 19 Aug 2014
Lowest price during this period is RM0.715 on 20 Jan 2015
Highest volume during this period is 65,805 on 27 Feb 2015

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 Profile Of Directors

Standing from the left : Asri bin Hamidin @ Hamidon, Dato’ Izham bin Yusoff, Datuk Wan Azhar bin Wan Ahmad
Sitting from the left : Datuk Mohd Nasir bin Ahmad, Dato’ Abdul Rahman bin Ibrahim

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 Annual Report 2014

DATO’ IZHAM BIN YUSOFF

Group Managing Director
Non-Independent Executive Director

Date of Appointment
19 August 2013

Age
47 years

Qualifications
• Bachelor of Accounting and Master of
Business Administration (Accounting &
International Business) both from University
of Miami, United States of America
• Associate Member of Institute of Internal
Auditors Malaysia

Dato’ Izham bin Yusoff, a Malaysian aged 47, was appointed

to the Board on 19 August 2013 as an Independent
Non-Executive Director of Bina Darulaman Berhad. He was
re-designated as Non-Independent Executive Director and
Group Managing Director on 1 February 2014.

Dato’ Izham has more than 20 years experiences in large and

multinational companies with various senior management
positions, specialising in corporate planning and finance.

Prior to working with BDB, he was the Managing Director

and Chief Executive Officer of Percetakan Nasional Malaysia
Berhad (PNMB) from February 2010 until 31 January 2014.

He was Executive Director / Chief Operating Officer of Ninebio

Sdn Bhd. He was also the Managing Director / Chief Operating
Officer of KUB Malaysia Berhad and Amanah Raya Berhad.

He sat on numerous listed companies and was the former

Director of Bursa Malaysia Securities Berhad. Currently,
he is an Independent Non-Executive Director of Raya
International Berhad and a Director of Malaysian Alliance of
Corporate Directors (MACD).

Dato’ Izham does not have any family relationship with any
Director and/or major shareholder of the Company and has
no conflict of interest with the Company. He has no conviction
of any offences over the past 10 years.

Dato’ Izham attended 11 out of 12 Board Meetings of the

Company for the financial year ended 31 December 2014.

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 DATUK MOHD NASIR
BIN AHMAD
Senior Independent Non-Executive Director

Date of Appointment
27 February 2009

Age
60 years

Qualifications
• Fellow of the Association of
Chartered Certified Accountants (UK)
• Chartered Accountant,
Malaysian Institute of Accountants
• MBA (Finance), Universiti
Kebangsaan Malaysia

Datuk Mohd Nasir bin Ahmad, a Malaysian aged 60, is a Senior Independent Non-Executive Director of Bina Darulaman
Berhad. He was appointed to the Board and became Chairman of Audit Committee on 27 February 2009.

Datuk Mohd Nasir commenced his career in 1979 as a Trainee Accountant before being promoted to Manager in various
departments of the Finance Division of Tenaga Nasional Berhad (TNB). He later joined several other corporations.
In January 1993, he worked for Malaysia Transformer Manufacturing Sdn Bhd (MTM), a subsidiary of TNB as the
Financial Controller / Company Secretary, before being made Chief Executive in June 1994. In January 2000, he joined
Syarikat Permodalan Kebangsaan Berhad as its Chief Executive Officer. On 1 June 2001, he was appointed as Chief
Executive Officer of Perbadanan Usahawan Nasional Berhad, a position he held until his retirement.

Datuk Mohd Nasir is the former President of the Malaysian Institute of Accountants for two (2) years until 15 July 2013.
In September 2013 he was elected as a Council Member of the Association of Chartered Certified Accountants (UK).
He currently serves as the Independent Non-Executive Director of several government-owned companies and public
listed companies. Recently, Datuk Mohd Nasir was appointed as Director of Credit Guarantee Corporation Malaysia
Berhad (CGC), Independent Director at Sumatec Resources Berhad, Director at Aureos CGC Advisers Sdn Bhd and
Prokhas Sdn Bhd. He was appointed as the Independent Director and Chairman of Audit Committee for Small Medium
Enterprise Development Bank Malaysia Berhad and MIMOS Berhad.

Datuk Mohd Nasir is a board member of Universiti Kebangsaan Malaysia and Board of Trustee Member of Yayasan
Canselor UNITEN. He was also appointed as Chairman of UKM Holdings Sdn Bhd.

Datuk Mohd Nasir does not have any family relationship with any Director and/or major shareholder of the Company
and has no conflict of interest with the Company. He has no conviction of any offences over the past 10 years.

Datuk Mohd Nasir attended 11 out of 12 Board Meetings of the Company for the financial year ended 31 December 2014.

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 Annual Report 2014

DATO’ ABDUL RAHMAN

BIN IBRAHIM
Non-Independent Non-Executive Director

Date of Appointment
23 August 2006

Age
59 years

Qualifications
• Bachelor of Economics (Hons),
University of Malaya
• MBA, Santa Clara University,
United States of America

Dato’ Abdul Rahman bin Ibrahim, a Malaysian aged 59, is a Non-Independent Non-Executive Director of Bina Darulaman
Berhad. He was appointed to the Board on 23 August 2006.

Dato’ Abdul Rahman started his career as Assistant Economist in Bank Negara Malaysia after graduating in 1977.
He left the Central Bank in 1979 to join Perbadanan Kemajuan Negeri Kedah (PKNK) as Assistant Project Officer.
He worked his way up the career ladder in PKNK with various positions including Tourism and Special Project
Manager, Business Development Manager, Corporate Planning Manager and General Manager (Operations). He
was appointed as Chief Executive Officer of PKNK on 1 July 2006, a position he currently holds.

In addition to Bina Darulaman Berhad, Dato’ Abdul Rahman is also a Director of Kulim Technology Park Corporation,
KSDC Insurance Brokers Sdn Bhd, Tanjung Rhu Land Sdn Bhd, EUPE Corporation Berhad and Kedah BioResources
Corporation Sdn Bhd.

Dato’ Abdul Rahman does not have any family relationship with any Director and/or any major shareholder of the Company
and has no conflict of interest with the Company. He has no conviction of any offences over the past 10 years.

Dato’ Abdul Rahman attended 10 out of 12 Board Meetings of the Company held in the financial year ended
31 December 2014.

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 DATUK WAN AZHAR
BIN WAN AHMAD
Independent Non-Executive Director

Date of Appointment
9 October 2014

Age
56 years

Qualifications
• Master in Business Administration
(International Business) from National
University San Diego, CA, USA
• Bachelor in Business Administration
(Finance) from University of Pacific,
Stockton, CA, USA

Datuk Wan Azhar bin Wan Ahmad, a Malaysian aged 56, was appointed to the Board on 9 October 2014 as an
Independent Non-Executive Director of Bina Darulaman Berhad.

Datuk Wan Azhar began his career in 1985 as Loans Executive and left Hong Leong Bank in 1993 as Head of
Branches Operation. He was then appointed as a Manager in Credit Guarantee Corporation Malaysia Berhad (CGC)
by Bank Negara Malaysia in 1993. In 1995, he was promoted to Assistant General Manager and subsequently to Chief
Executive Officer in 1997. He was later appointed to the Board of Directors as Managing Director in 2000. One of
the highlights of his career is the transformation of CGC from a traditional credit guarantee provider into a market-driven
and financially sustainable SME-support institution.

Datuk Wan Azhar is currently the Chairman of Association of Development Financing Institutions in Asia and the Pacific
(ADFIAP). He was elected as a Council Member of the Association of Development Financial Institution in Malaysia
and the Small Debt Restructuring Council (SDRC), Bank Negara Malaysia. He was also appointed as Board Member
of Aureos CGC Advisers Sdn Bhd and Credit Bureau Malaysia (CBM).

Datuk Wan Azhar was Chairman of Credit Bureau Malaysia (CBM) from 2008 to 2014. He was also Chairman of the
World Federation of Development Financial Institutions (WFDIFI) from 2012 until 2013. In 1999 until 2006, he was a
Board Member of TEKUN Nasional.

Datuk Wan Azhar does not have any family relationship with any Director and/or major shareholder of the Company and
has no conflict of interest with the Company. He has no conviction of any offences over the past 10 years.

Datuk Wan Azhar attended 3 out of 4 Board Meetings of the Company for the financial year ended 31 December 2014.

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 Annual Report 2014

ASRI BIN HAMIDIN @

HAMIDON
Independent Non-Executive Director

Date of Appointment
30 December 2013

Age
49 years

Qualifications
• B.Econs of University of Malaya
• MA (Economy) from University of Hiroshima,
Japan
• Diploma in Public Administration
• Attended Harvard Premier Business
Management Programme

Asri bin Hamidin @ Hamidon, a Malaysian aged 49, was appointed to the Board on 30 December 2013 as an
Independent Non-Executive Director of Bina Darulaman Berhad and an Audit Committee Member.

Encik Asri began his career as Assistant Director of the Economic Planning Unit in the Prime Minister’s Department.
He was later appointed as Assistant Director of the Anti-Corruption Agency before serving as Administrative and
Diplomatic Officer in the Public Service Department, and then as Principal Assistant Secretary in the Ministry of Finance.

Encik Asri is currently a Deputy Under Secretary of Economic Sector, Investment, MOF Inc. & Privatisation Division at
the Ministry of Finance. He is a member of the Administrative and Diplomatic Officers Association.

He is also a Director in SME Bank, Sarawak Hidro Sdn Bhd, Syarikat Perumahan Negara Berhad (SPNB) and Malaysia
Convention and Exhibition Bureau (MyCEB).

Encik Asri does not have any family relationship with any Director and/or major shareholder of the Company and has
no conflict of interest with the Company. He has no conviction of any offences over the past 10 years.

Encik Asri attended all the 12 Board Meetings of the Company for the financial year ended 31 December 2014.

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 Corporate Information
BOARD OF DIRECTORS AUDITORS

Dato’ Abdul Rahman bin Ibrahim KPMG

Non-Independent Level 18, Hunza Tower
Non-Executive Director 163E Jalan Kelawei
BOARD OF NOMINATION 10250 Penang
Dato’ Izham bin Yusoff
AND REMUNERATION Tel: +6(04) 238 2288
Group Managing Director
COMMITTEE Fax: +6(04) 238 2222
Executive Director
Dato’ Abdul Rahman bin Ibrahim
Datuk Mohd Nasir bin Ahmad
Chairman
Senior Independent SOLICITOR
Non-Executive Director Asri bin Hamidon
Member Kadir Andri & Partners
Asri bin Hamidon
Level 10, Menara BRDB
Independent Datuk Mohd Nasir bin Ahmad 285 Jalan Maarof
Non-Executive Director Member 59000 Kuala Lumpur
Datuk Wan Azhar bin Wan Ahmad Tel: +6(03) 2780 2888
Dato’ Izham bin Yusoff
Independent Fax: +6 (03) 2780 2832
Member
Non-Executive Director

PRINCIPal BANK
COMPANY SECRETARY
BOARD OF
Affin Islamic Bank Berhad
AUDIT COMMITTEE
Khairulmuna binti Abd Ghani No. 147 & 148, Susuran Sultan
Datuk Mohd Nasir bin Ahmad (LS No. 0008190) Abdul Hamid 8
Chairman Kompleks Sultan Abdul Hamid
Fasa 2, Persiaran Sultan Abdul
Dato’ Abdul Rahman bin Ibrahim
REGISTERED OFFICE Hamid
Member
05050 Alor Setar
Asri bin Hamidon Level 9, Menara BDB Kedah Darul Aman
Member No. 88, Lebuhraya Darulaman Tel: +6 (04) 772 1477
05100 Alor Setar Fax: +6 (04) 771 4796
Datuk Wan Azhar bin Wan Ahmad
Kedah Darul Aman
Member
Tel: +6 (04) 730 0303
Fax: +6(04) 734 2714 STOCK EXCHANGE LISTING
E-mail: [email protected]
BOARD OF RISK Website: www.bdb.com.my Listed on the Main Board of Bursa
MANAGEMENT COMMITTEE Malaysia Securities Berhad
Stock Name : BDB
Datuk Wan Azhar bin Wan Ahmad Stock Code : 6173
SHARE REGISTRAR
Chairman

Dato’ Abdul Rahman bin Ibrahim Bina Management (M) Sdn Bhd
Member Lot 10, The Highway Centre
Jalan 51/205
Asri bin Hamidon 46050 Petaling Jaya
Member Selangor Darul Ehsan
Tel: +6(03) 7784 3922
Dato’ Izham bin Yusoff
Fax: +6(03) 7784 1988
Member

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 Annual Report 2014

Senior Management
Middle: Dato’ Izham bin Yusoff
Group Managing Director
Non-Independent Executive Director

Standing from left to right:

Zakba bin Shafie Muhammad Syukri bin Dollah Tahir bin Md Zin (not in the picture)
Senior Manager, Group Procurement Manager, Group IT General Manager,
Group Business Development
Noor Rosli bin Mohd Ali Sajahan bin Haji Abdul Waheed
Executive Director, Senior Manager, Mohd Firdaus Shah bin Amar
Kedah Sato Sdn Bhd Group Corporate Communication Shah (not in the picture)
Manager,
Khairulmuna binti Abdul Ghani Mohd Sobri bin Hussein Group Corporate Assurance
Deputy General Manager / Executive Director,
Company Secretary Bina & Kuari (K) Sdn Bhd Mohd Arfah bin Othman
Group Corporate Services & Legal (not in the picture)
Mohd Iskandar Dzulkarnain bin Acting Club Manager
Rosmin binti Said Ramli
Manager, Group Human Resource Senior Manager, Ahmad Fauzi bin Zainal Abidin
& Administration Group Corporate Planning & (not in the picture)
Enterprise Risk Management Hotel Manager

Fakhruzi bin Ahmad

Senior Manager,
Group Finance & Accounts

26
 Group Managing Director’s
Review OF Operations

Dear valued shareholder

It has been a commendable year for Bina Darulaman
Berhad (BDB) with the Group delivering a record
performance since its incorporation in 1995.

Financial Highlights
The Group registered revenue of RM328.9 million for the
year under review, an increase of 17% from RM281.0
million posted in 2013. The Group’s profit before tax
and the net profit increased by 16% to RM33.9 million
and 14% to RM24.2 million respectively as compared to
RM29.3 million and RM21.1 million recorded in 2013.

The Property Division remained the biggest contributor

and delivered its best performance in the year under
review mainly due to en-bloc sale of its residential
properties in Darulaman Utama township as well as sale of
land in Alor Setar under joint development arrangement.
The response to property launches in Bandar Darulaman
township and Taman Nusantara (Alor Setar) has been
very encouraging. The Division contributed RM166.1
million or 50% to Group’s revenue and RM18.9 million
or 45% in profit.

The Roads and Quarry Division maintained its steady

performance by contributing RM85.0 million or 26% in
Group’s revenue and RM11.9 million or 29% to profit.
Demand for quarry products was very encouraging
during the second half of the year.

The Construction Division contributed slightly higher

revenue but lesser profit during the year due to lower
margins from its on-going projects. The Division
contributed RM70.8 million or 22% to Group’s revenue
and RM11.8 million or 28% in profit.

27
 Annual Report 2014

The Golf and Hotel Division recorded higher revenue 72,815,856 bonus shares and 85,407,409 consideration
but higher losses of RM1.0 million as compared to shares on the Main Market of Bursa Securities on
RM0.3 million in the previous year mainly due to higher 28 January 2015. Consequently, the Company’s issued
operational costs such as manpower and repair and and paid up share capital increased to 303,854,977
maintenance costs. ordinary shares of RM1 each.

The Earnings Per Share (EPS) increased by 14% to

33.19 sen while our financial position remains strong with Prospects
total assets of RM959.7 million and Net Tangible Assets
Per Share of RM3.90. Bulk of the Group’s borrowing
Property division
is under a Private Finance Initiative (PFI) contract with
The Property Division should be able to maintain its
Kedah State Government.
performance given the encouraging responses for its
product launches in Bandar Darulaman, Darulaman

Dividend Utama and Darulaman Perdana.

The Division, through Darulaman Realty Sdn Bhd

In view of the Group’s good financial performance, the
(DRSB), has so far developed 5,735 houses in Bandar
Board of Directors has recommended the payment of a
Darulaman. DRSB will launch its new township called
first and final single tier dividend of 3.5 sen per share for
Taman Tunku Intan Safinaz (TTIS) with 1,615 houses to
the financial year ended 31 December 2014. The rate of
be built upon its completion. TTIS will consist of landed
dividend is lower than the previous year due to enlarged
properties and various type of apartments.
issued and paid-up share capital.

As for Darulaman Utama, DRSB has developed 2,399

The recommended dividend payment reflects our sincere
houses including 323 units being sold on En Bloc basis
appreciation to all our shareholders for giving us the support
to PR1MA Berhad. In addition, 406 units comprise of
and confidence to steer the Group to where it is today.
84 units of low cost terrace houses and 322 units of
affordable terrace houses are all sold out.
Corporate Exercise Meanwhile, Darulaman Perdana which was re-launched
in Sungai Petani with a new tag line ‘Ultimate Living in
On 4 September 2014, the Company had entered into
Style’ is a premier location with a new ambience and
the Sale and Purchase Agreement (SPA) with PKNK for
better living. It consists of 2,189 of various house types
the Acquisition of parcels of land measuring 1154 acres
that will be developed over 7 years.
from Perbadanan Kemajuan Negeri Kedah (PKNK). In
conjunction with the above mentioned acquisitions, the
Kedah Holdings Sdn Bhd (KHSB) will complement DRSB
Company proposed to implement the following:
by focusing on small scale property developments.
I. A Rights Issue
II. Increase in Authorised share capital of the Company
III. Amendment to Memorandum & Articles of
Association of the Company
Roads & Quarry Division
The Roads and Quarry Division more than 40 years track
On 23 November 2014, the shareholders of the Company
record and being the largest quarry operator in Kedah is
had approved all the above mentioned proposals in an
expected to continue dominating this sector in the State.
Extraordinary General Meeting.

The Division will also be focusing on delivering the

Subsequent to the financial year, the proposals (i), (ii), (iii)
on-going pavement works under the Lencongan Timur
and acquisition of land have been completed following
Sungai Petani. Furthermore, rehabilitation works for
the listing of and quotation for 72,815,856 rights shares,
PROPEL and routine highway maintenance jobs keeps

28
 the Division busy throughout the year. It is also awaiting 2015 set out to be a challenging year for property sector
approval from the State Government to undertake road as the depressed consumer sentiment brought about by
maintenance works throughout Kedah. underperforming Oil & Gas sector and implementation
of GST. Our property division is equal to task amidst
As part of expansion plans, the Division has identified a the current economic scenario. The management would
new quarry plant site in Kulim, Kedah. The new plant would embark on vigorous marketing efforts to support launch
allow the Division to serve Southern Kedah and Penang of new property developments in 2015. In addition,
market for asphalt bituminous mixes and aggregates. Engineering & Construction and Roads & Quarry Division
would expect to begin some new contracts in 2015.

Engineering & Construction Despite trying economic times, we believe BDB has the
tenacity and capabilities to deliver another set of good
Engineering & Construction is working towards increasing financial results in 2015.
its order books by identifying more key projects from

“
State and Federal Government agencies. Thank you

The Division will focus on completing and delivering all Dato’ Izham bin Yusoff
on-going projects at Bertam Perdana and Bekalan Air
Group Managing Director
SADA (Jeniang) within scheduled time, budget and quality.

The Division will also serve as a main contractor

for the redevelopment plan of Darulaman Park which
will be transformed into a new recreational hub for
Bandar Darulaman.

we believe BDB
Golf & Hotel has the tenacity

”
The Golf and Hotel Division, meanwhile, is expected to and capabilities
register a reasonable performance in the current year as
it continues to increase its promotional activities for hotel
to deliver
room occupancy and golf events. another set of
good financial
Conclusion results in 2015.
The commendable financial and operational achievements
in 2014 shows that BDB has the ability and capacity to
scale to greater heights. On behalf of the Management,
I would like to express my heartfelt appreciation to the board
members, management, staffs, shareholders, stakeholders
as well as suppliers for their role in delivering the Group’s
performance during the year, and their continued support.

I would like to take this opportunity to thank Dato Paduka

Mohd Saad Endut who has served on the BDB Board
for the past 13 years for all his support and guidance.
I would also like to welcome Datuk Wan Azhar Wan
Ahmad who was appointed as a board member effective
9 October 2014.

29
 Annual Report 2014

Group Managing Director’s

Review of Operations
Profit
Revenue Before Tax
(RM ‘million) (RM ‘million)

350 35
311.91 33.86
29.31 328.88
300 30
229.73 30.10
250 281.00 25
182.41
200 28.07 20

19.91
150 15

100 10

50 5

0 0
2010 2011 2012 2013 2014

Revenue Profit Before Tax

Roads & Property Roads & Property

26% Quarry
29% Quarry
45%
50%

Engineering & Engineering &

22% Construction 28% Construction

Hotel &
Golf 2% Hotel &
Golf -2%

30
CORPORATE SOCIAL
RESPONSIBILITY

01
GPMS (Sik / Baling)
Prime Motivational
ProgramME
28.10.2014

02
IFTAR AT SURAU
KG. KUALA JERLUN,
AIR HITAM
04.07.2014

31
 Annual Report 2014

03
IFTAR AT MASJID
SULTAN MUHAMMAD
AL-FATEH, SERDANG
06.07.2014

32
 04
IFTAR AT
MASJID AL-MUTTAQIN,
TAMAN MAHSURI, JITRA
09.07.2014

05
IFTAR AT
MASJID KUBUR PANJANG,
PENDANG
13.07.2014

33
 Annual Report 2014

06
IFTAR AT
RUMAH SERI KENANGAN,
BEDONG
16.07.2014

07
Handing over of
Qurban meat in
conjuction with
AidilAdha celebration
01.10.2014

34
 08
CORAL PROPAGATION
PROGRAMME & BEACH
CLEANING ACTIVITY
16.04.2014

09
Visiting Mak Cik
Meliah Md Diah in
Kuala Nerang, Kedah
23.07.2014

35
 Annual Report 2014

10
GOLF CHARITY
TO HELP FLOOD VICTIMS
IN KELANTAN
31.01.2015

36
 Calendar of
Events

37
 Annual Report 2014

01 06.04.2014
19 TH
ANNUAL General Meeting

38
 02 23.11.2014
EXTRAORDINARY
GENERAL MEETING

39
 Annual Report 2014

07.04.2014 - 08.04.2014 03
Course - becoming a powerful speaker

04 11.03.3014 - 12.03.2014
COURSE - ENHANCING YOUR PROFESSIONAL IMAGES &
PROFESSIONAL ETIQUETTE, PROTOCOL & USHERING SKILLS

40
 05 13.10.2014 - 16.10.2014
BDB MANAGEMENT RETREAT 2014

41
 Annual Report 2014

13.04.2014 - 15.04.2014 06
Raise The Bar: BDB Senior Management
Retreat in Langkawi

42
 07 04.09.2014
SIGNING CEREMONY OF SALES & PURCHASE AGREEMENT
BETWEEN PERBADANAN KEMAJUAN
NEGERI KEDAH & BINA DARULAMAN BERHAD

43
 Annual Report 2014

11.09.2014
08
SIGNING OF MASTER EN-BLOC
PURCHASE AGREEMENT BETWEEN PERBADANAN PR1MA
MALAYSIA (PR1MA) AND DARULAMAN REALTY SDN BHD

09 13.03.2014
VISIT OF TAN SRI NOR MOHAMED YAKCOP
TO BDB OFFICE

44
 10 23.11.2014 - 30.11.2014
BDB Showroom at Legar Putra,
PWTC in conjunction with
UMNO General Assembly 2014

23.06.2014 11
LAUNCHING OF BDB
KUALA LUMPUR OFFICE

45
 Annual Report 2014

26.03.2014
12
Launching of Taman Tunku
Intan Safinaz Development &
Construction of Low Cost
ApartmentS in Bandar Darulaman

13 24.10.2014 - 26.10.2014
Malaysian Writers Summit

46
 14 22.11.2014
Darulaman Perdana Carnival

47
 Annual Report 2014

08.02.2014
15
Mahabbatur Rasul - Kedah Blessing Ceremony

48
 16 26.08.2014
BDB Kuala Lumpur’s Aidilfitri Banquet

49
 Annual Report 2014

14.08.2014 17
BDB Group’s Aidilfitri Banquet

50
 18 31.08.2014
2014 MERDEKA PARADE

19 16.09.2014
Malaysia Day celebrations

51
 Annual Report 2014

05.03.2014
20
ANNUAL DINNER

52
 Corporate
Structure

ENGINEERING &
CONSTRUCTION

100% KEDAH SATO

SDN BHD (82740-W)

100% BDB CONSTRUCTION

SDN BHD (373716-P) (not active) TOWNSHIP & PROPERTY
DEVELOPMENT

100% DARULAMAN REALTY

SDN BHD (69284-P)

ROAD BUILDING & 100% KEDAH HOLDINGS

SDN BHD (80618-U)
QUARRYING

100% BINA & KUARI 100% AMAN LAGENDA

(K) SDN BHD (16289-A) SDN BHD (1116761-P)

100% BDB QUARRY

SDN BHD (387031-V)
(not active)
TOURISM & HOSPITALITY
98.6% DARULAMAN GOLF RESORT
BERHAD (254310-M)

100% BDB HOTELS

SDN BHD (384098-P)

53
 Annual Report 2014

Corporate Governance Statement

INTRODUCTION
The Board of Directors of Bina Darulaman Berhad (the Board) understands that the responsibility for good Corporate
Governance rests with them and therefore strives to follow the principles and best practices stated in the Malaysian
Code on Corporate Governance 2012 (MCCG 2012) and Main Market Listing Requirement (MMLR) of Bursa Malaysia
Securities Berhad (Bursa Malaysia). This is to ensure that a high standard of corporate governance is practised and
maintained throughout the Group as the underlying principle in discharging its responsibilities and not merely the form.

The Company complies with the various guidelines issued by Bursa Malaysia and the Securities Commission (SC)
relating to disclosure and internal audit functions.

The Board is pleased to present the Company’s Corporate Governance report for the year under review.

The following explains the application by the Board on the Principles of MCCG 2012.

Principle 1 – Establish clear roles and responsibilities

BOARD OF DIRECTORS

1. The Board
The Board is entrusted with leading and managing the Company in an effective and responsible manner towards
realising long term shareholders’ value. The Directors, collectively and individually, are aware of their responsibilities
to shareholders and stakeholders in managing the Company’s affairs. The Board sets the Company’s values and
standards and ensures that its obligations to its shareholders and stakeholders are understood and met.

The Board meets at least once every quarter with additional meetings convened as and when necessary. For the
financial year ended 31 December 2014, twelve (12) Board Meetings were held and each Director attended at least
50% of the total meetings held during the year. Details of attendance and a brief profile of each member of the Board
are set out in the Directors’ Profile section of this Annual Report.

2. Composition of the Board

As part of providing informed and critical decisions for the Company, it is vital that the Board is composed of
Directors with appropriate knowledge, skills and experience to govern and achieve the Group’s objectives and
performance targets with good corporate governance.

The Articles of Association of the Company provides for a minimum of two (2) directors and a maximum of ten
(10) directors. At any one time, at least two (2) or one-third (1/3), whichever is higher, of the Board members
are Independent Directors. The Independent Directors provide independent judgment, experience and objectivity
without being subordinated to operational considerations. They help to ensure that the interests of all shareholders,
and not only the interests of a particular fraction or group, are taken into account and that the relevant issues are
subjected to objective and impartial consideration by the Board.

The Board may appoint a Senior Independent Director to whom shareholders’ concerns can be conveyed if there
are reasons that communication through the normal channels of the Chairman have failed to resolve them. The
Senior Independent Director chairs the meetings among the Non-Executive Directors when both the Chairman and
Executive Director are not present.

54
 The Board is made up of five (5) members comprising one (1) Non-Independent Non-Executive Director, three
(3) Independent Non-Executive Directors and one (1) Executive Director. Datuk Mohd Nasir bin Ahmad is the
Senior Independent Non-Executive Director who will attend to any query concerning the Group besides the Group
Managing Director (GMD).

Generally, the GMD along with the Management Team are responsible for making and implementing operational
decisions. Non-Executive Directors play a key supporting role by contributing their skills, expertise and knowledge
towards the formulation of the Group’s strategic and corporate objectives, policies and decisions.

The composition of the Board is reviewed before the Annual General Meeting (AGM) by the Board of Nomination
& Remuneration Committee (BNRC) to ensure compliance, appropriateness and relevancy. Since the number of
directors is smaller, appointments of new Committee will be finalised after the AGM. Any BNRC proposal will be
deliberated at the Board level.

Profiles of Board members are included in page 19 to 24 of this Annual Report.

3. Duties and Responsibilities of the Board

The Board is led by Y.Bhg. Dato’ Paduka Haji Mohd Saad bin Endut until the last AGM on 7 April 2014. The position
of Chairman is vacant and Dato’ Abdul Rahman bin Ibrahim has been appointed as Chairman of the meeting. The
Board is responsible for the corporate governance practices of the Group. It includes establishing and monitoring the
corporate vision and mission as well as setting the aims of the Management and performance of the Management.

The Company’s Articles of Association outlines the powers and duties assumed by the Board in addition to its
statutory and fiduciary duties and responsibilities. The Board plays a strategic role in its review and approval of the
Group’s budgets and performance targets to ensure effective use of the Group’s resources and profitability of the
Group’s businesses in an ever changing environment.

The Board is responsible for establishing and reviewing the strategic direction of the Group, overseeing and
evaluating the conduct of the Group’s businesses and identifying principal risks and ensuring that the risks are
properly managed. In ensuring that the policies and procedures are duly implemented in the Group’s operation,
the Board is also tasked with developing and implementing an investor’s relations programme or shareholder
communication policy and reviewing the adequacy of the internal control policy.

The Board is assisted by the Board Committees namely Board of Audit Committee (BAC), Board of Nomination
and Remuneration Committee (BNRC) and Board of Risk Management Committee (BRMC). Each Committee
operates within its respective defined terms of reference which have been approved by the Board. The Board,
through the BAC, comprises four (4) members, a majority of whom are Independent Directors. Its main functions
are to address and monitor the principal risks affecting or that may affect the Group’s operations and the measures
that could be taken to mitigate such risks.

The Board is guided by the documented and approved Terms of Reference, Standard Operating Procedures and
Delegated Authority Limit. These guidelines define matters specifically reserved for the Board as well as day-to-day
management of the Group delegated to the GMD. This formal structure of delegation is further cascaded by the GMD
to the senior management team within the Group. However, the GMD and the senior management team remain
accountable to the Board for the authority that is delegated.

In performing their duties, all Directors are assisted by the Company Secretary who plays an important advisory role.
The Company Secretary must fulfil the functions for which he/she has been appointed. The Directors, if necessary,
may seek independent professional advice about the affairs of the Group. The Company Secretary is accountable
to the Board through the Committees on all governance matters and is a central source of information and advice
to the Board and its Committees on issues relating to compliance with laws, rules, procedures and regulations
affecting the Group.

55
 Annual Report 2014

4. Board Meetings
The Board meetings for each financial year are scheduled before the end of the preceding financial year, to enable
the Directors to plan ahead and fit the year’s meetings into their own schedules.

During the financial year ended 31 December 2014, the Board met twelve (12) times. The details of the attendance
are as follows:-

Director Directorship Total meetings attended

Dato’ Izham bin Yusoff Executive Director 11/12

Dato’ Abdul Rahman bin Ibrahim Non-Independent Non-Executive Director 10/12
Datuk Mohd Nasir bin Ahmad Senior Independent Non-Executive Director 11/12
Asri bin Hamidon Independent Non-Executive Director 12/12
Datuk Wan Azhar bin Wan Ahmad Independent Non-Executive Director 3/12
(Appointed with effect on 9 October 2014)

The Directors also held informal meetings and consultations frequently and freely to share expertise and experiences.

The Board shall conduct at least six (6) scheduled meetings annually, in addition to additional meetings to be
convened as and when necessary. All Directors are encouraged to attend as many as possible and participate in
the deliberations actively, especially when due notice has been given.

The BAC reviews and deliberates on the Group’s financial performance and results and tables to the Board for
approval. The BRMC reviews and deliberates on the Group Business Plan and operations, corporate exercises and
strategic financials and investments decisions.

In the intervals between Board meetings, any matters requiring urgent Board decisions and/or approvals will be
sought via circular resolutions which are supported with all the relevant information and explanations required for
an informed decision to be made. The circular resolutions will be tabled in the next Board meeting for ratification
and information.

COMMITTEES ESTABLISHED BY THE BOARD

The Board delegates specific responsibilities to the respective Committees of the Board, each of which has clearly
defined terms of reference and its own functions, delegated roles, duties and responsibilities. The Board reviews the
functions and terms of reference of Board Committees from time to time to ensure that they are relevant and updated
in line with the MCCG 2012, the Main Market Listing Requirements (MMLR) and other related policies or regulatory
requirements.

The Board Committees have the authority to examine specific issues and report to the Board with their proceedings,
deliberations, findings and recommendations. The Board also reviews the minutes of the Board Committees’ meetings
presented at Board meetings.

During Board meetings, the Chairman of the various Committees provide summary reports of the decisions and
recommendations made at the respective Board Committees’ meetings and highlight to the Board on any further
deliberation and/or approval that is required at the Board level. The Board Committees shall deliberate and thereafter
recommend their decisions to the Board for its approval. The relevant decisions and recommendations of the Board
Committees are incorporated into the minutes of the Board meetings accordingly.

56
 Principle 2 – Strengthen Composition
Board of Nomination and Remuneration Committee (BNRC)
The BNRC was established to manage the recruitment, performance assessment and remuneration process for Board
members and also, key management personnel of the Group. The BNRC further sets the procedure and policy pertaining
to the remuneration fundamental for employees in the Group. Among the key roles of BNRC is to chair the recruitment
process for new Directors. The BNRC will consider and recommend candidates for the Board’s approval based on the
criteria as stipulated in the TOR of BNRC. In addition to the appointment of new Directors, BNRC also recommends to
the Board on the remuneration package of respective Directors. BNRC is chaired by Dato’ Abdul Rahman bin Ibrahim.
The BNRC will meet as and when required. During the year under review, two (2) meetings were held.

DIRECTORS’ REMUNERATION
The Company’s framework on Directors’ remuneration has the underlying objectives of attracting and retaining Directors
of high calibre needed to run the Group successfully. In the case of the Executive Director, the various components
of the remuneration are structured so as to link rewards to corporate and individual performance. In the case of Non-
Executive Directors, the level of remuneration reflects the expertise, experience and level of responsibilities undertaken
by a particular Non-Executive Director concerned. Where applicable, the Board also considers any relevant information
provided by independent consultants or from survey data.

The aggregate remuneration for the year under review consisted of the following components below:

Directors’ Remuneration Executive Director (RM) Non-Executive Director (RM) Total (RM)

Salaries and 521,458.00 208,500.00 729,958.00

other emoluments**

Fees* 36,000.00 117,000.00 153,000.00

Benefits in Kind** 4,800.00 1,625.00 6,425.00

Total 562,258.00 327,125.00 889,383.00

* To be approved at the forthcoming Annual General Meeting ** Approved by the Board

It is not the Board’s policy to disclose the remuneration of each director due to the Company’s concerns for the
sensitivity and confidentiality of such information. However it has resolved to disclose their salaries in the manner
shown here below only for the purposes of complying with the MMLR to differentiate the numbers between executive
and non-executive directors.

Number of Directors
Range of Remuneration Executive Non-Executive

RM650,001 – RM700,000 1 -

RM500,001 – RM550,000 - -

RM100,001 – RM150,000 - -

RM50,001 – RM100,000 - 3

RM0 – RM50,000 - 1

Total 1 4

All Directors were paid meeting allowances as determined by the Board. Expenses incurred by the Directors in the
course of performing their duties are reimbursed.

57
 Annual Report 2014

Principle 3 – Reinforce Independence

APPOINTMENTS TO THE BOARD
The BNRC is responsible for making recommendations for the appointment of Directors to the Board, including those
of subsidiaries and associated companies. The BNRC will take into consideration on the right candidates with the
necessary mix skills, experience and competencies to be appointed to the Board and Board Committees to ensure
the effectiveness of the Board. Newly-appointed Directors will be given sufficient information and/or documents to
familiarise themselves with the Group’s operations to better understand the Group’s business.

The process of assessing the Directors is an on-going responsibility of the BNRC and the Board.

RE-ELECTION OF DIRECTORS
In accordance with the Company’s Articles of Association, one-third (1/3) of the Directors or if the number is not
a multiple of three (3) then the number nearest to one-third (1/3), shall retire from office at each AGM of the company.
All retiring Directors can offer themselves for re-election.

Directors who are appointed by the Board during the year under review before the AGM are also required to retire from
office and shall seek re-election by the shareholders at the first opportunity after their appointment.

The Articles further provide that all Directors except GMD shall retire from office at least once in every three (3) years
but shall be eligible for re-election.

The Board does not fix a tenure limit for Directors as there are significant advantages to be gained from the long-
serving Directors who possess greater insight and knowledge of the Company’s affairs.

RESTRICTION ON DIRECTORSHIPS IN LISTED COMPANY

Directors are required to declare respective shareholdings in the Company and related companies and their interests in
any contracts with the Company or any of its related companies. Directors are also required to declare their directorships
in other companies and shall abstain from any discussions and decision-making in relation to these companies.

The Board members’ directorship in companies other than the Company and the Group, are well within the restriction
of not more than five (5) public listed companies. This is to ensure that their commitment, resources and time
are focused on the affairs of the Company and the Group thereby enabling them to discharge their duties and
responsibilities effectively.

Principle 4 – Foster commitment

DIRECTORS’ TRAINING
As part of the application by the Company of MCCG 2012 that the Board should ensure its members have access
to appropriate education programmes constantly, the Company acknowledges that continuous education is vital for
the Board members to gain insight into the regulatory updates and management studies to enhance the Directors’
skills and knowledge in discharging their responsibilities.

In addition to the Mandatory Accreditation Programme, Board members are also encouraged to attend training programmes
conducted by highly competent professionals that are relevant to the Company’s operations and businesses.

All Directors have successfully completed the Mandatory Accreditation Programme prescribed by Bursa Malaysia.
Induction programmes were also arranged for newly-appointed Directors to facilitate their understanding of the Group’s
business and operations. The Directors will continue to attend other relevant training programmes to keep abreast with
developments on a continuous basis in compliance with the MMLR.

58
 During the financial year under review, the Directors had participated in various programmes, courses and forums
which they have individually or collectively considered as relevant and useful in contributing to the effective discharge
of their duties.

The Directors are also constantly updated by the Company Secretary on new and/or revised requirements to the Listing
Requirements as and when the same were advised by Bursa Malaysia.

The Board will continually evaluate and determine the training needs of each Director, particularly on relevant new
laws and regulations, and essential practices for effective corporate governance and risk management to enable the
Directors to sustain their active participation in board deliberations and effectively discharge their duties.

Principle 5 – Uphold integrity in financial reporting

ACCOUNTABILITY AND AUDIT

The Audit Committee supports the Board in its responsibility to oversee the financial reporting and the effectiveness of the
internal controls of the Group.

1. Financial Reporting
The Company aims to present a clear and balanced assessment of the Company’s financial position and future
prospects that extends to the interim and price-sensitive information and other relevant reports submitted to regulators.
The Directors ensure that the financial statements are prepared so as to give a true and fair view of the current
financial status of the Company in accordance with the approved accounting standards.

The Company’s practice is to announce to Bursa Securities its quarterly financial results as early as possible within
two (2) months after the end of each quarterly financial period.

The BAC is assisting the Board in maintaining a sound system of internal control across the Group. In ensuring that
the financial statements use appropriate accounting policies, the BAC will meet with the external auditors without the
presence of Management, and it will be a session where the external auditors may raise any concern pertaining to
the compliance of the financial statements.

2. Internal Control
The Board has overall responsibility for maintaining a sound system of internal control, which encompasses risk
management, financial, organisational, operational and compliance controls necessary for the Group to achieve its
objectives within an acceptable risk profile. These controls can only provide reasonable but not absolute assurance
against material misstatement, errors of judgment, loss or fraud.

Information on the Group’s Internal Control is as set out in the Group Statement of Internal Control set out in page
69 to 71 of this Annual Report.

3. Relationship with the Auditors

The Board has established a formal and transparent relationship with the auditor, Messrs. KPMG appointed by the
Company and its subsidiaries within its fold.

Messrs. KPMG is invited to attend the Audit Committee Meeting where the Group’s annual financial results are
considered, as well as at meetings to review and discuss the Group’s audit findings, internal controls and accounting
policies, whenever the need arises.

Messrs. KPMG will also be present in each AGM in order to address clarifications pertaining to the audited financial
statements sought by the shareholders.

59
 Annual Report 2014

The role of the Audit Committee in relation to the External Auditors can be found in the Report of the Audit Committee
as set out in pages 64 to 68 of this Annual Report.

Principle 6 – Recognise and manage risks

1. Board of Audit Committee (BAC)
The BAC’s key functions are to review the audit plan, evaluation of the system of internal controls, audit report and
resources of internal audit functions with the Auditor. The BAC is chaired by Datuk Mohd Nasir Bin Ahmad. The
other members are Dato’ Abdul Rahman bin Ibrahim, Asri bin Hamidin @ Hamidon and Datuk Wan Azhar bin Wan
Ahmad. The BAC meets on a quarterly basis in order to carry out its functions.

All BAC members are financially literate and responsible for recommending the person or persons to act as the
external Auditor and the remuneration and the terms of engagement of the external Auditor. The Terms of Reference
and summary of activities and attendance record of the AC are set out on pages 64 to 68 of this Annual Report.

2. Board of Risk Management Committee (BRMC)

The BRMC’s role is to impose disciplinary level on the Board and Management to be continuously aware of,
and consider the risk of possible impact on the Group. It regularly reviews and recommends the Group’s risk
management policies and strategies for the Board. Datuk Mohd Nasir bin Ahmad was the Chairman of BRMC until
31 December 2014. Beginning 1 January 2015, Datuk Wan Azhar bin Wan Ahmad has been appointed as Chairman
of the BRMC.

CORPORATE SOCIAL RESPONSIBILITY

BDB’s CSR Report 2014
This is BDB’s inaugural Corporate Social Responsibility (CSR) report. In this report, we strive to provide our shareholders
and other stakeholders with a balanced view of our CSR initiatives and sustainability in our operations during the
financial year ended 31 December 2014.

Our CSR mission statement is “Giving back to communities and the environment. Treating people with respect and
dignity. Progressing with the people.”

Every day, we demonstrate our beliefs in the guiding principles of our mission statement as we strive to be a leader
in corporate citizenship and sustainable development, caring for our employees and customers, seeking to enrich the
quality of life for the communities in which we operate, and serve as good stewards of society and the environment.

We are also committed to a strategy that integrates CSR and sustainability across all of our business platforms and
functions in order to build long-term business and shareholders’ value.

Our Community and Social Development initiatives are specifically channelled towards instilling good civic values
among our employees and empower them as ambassadors in furthering the worthy causes of charitable and non-
governmental organisations for the community, environment and needy individuals.

Here are some of the initiatives and commitments we have undertaken throughout 2014 so that our CSR can be used
as a more significant tool towards social and economic development:

60
 CONSERVING THE ENVIRONMENT

Coral Propagation Programme and Beach Cleaning Activity: 16 April 2014

This activity was held at Pulau Payar in Langkawi, Kedah and was one of the earliest CSR initiatives undertaken by the
Group during the year under review.

The programme, organised in collaboration with Kedah Marine Park and Ocean Quest Sdn Bhd, was led by our
Managing Director Dato’ Izham Yusoff. It involved more than 50 participants comprising senior management of BDB,
scuba divers of Ocean Quest and media representatives.

During the Coral Propagation Introductory Workshop conducted by En. Anuar Abdullah from Ocean Quest, participants
were exposed to the importance of conserving coral life as well as the proper technique of coral propagation.

The participants managed to propagate more than 30 corals from various species throughout the one-day programme.
The participants also carried out beach cleaning.

Dato’ Izham said the programme is geared more towards the community service as the Group believes in giving
back to the nature as much as it benefits from it. Such activity will help to convey the message to the public that the
responsibility of coral reef conservation is not limited to certain authorities, but also to everyone.

GIVING BACK TO COMMUNITIES

Visiting Mak Cik Meliah Md Diah in Kuala Nerang, Kedah: February 2014

She may be 100 years old and weak, but that has not stopped Mak Cik Meliah Md Diah from looking after her mentally
and physically disabled son, 62-year-old Abdul Rahman Saud.

Mak Cik Meliah has been taking care of her youngest son who was disabled since childhood due to seizures.

Rahman is the only child left for Mak Cik Meliah. Two of her other children died during infancy and a third died at the
age of 23. Since the death of her husband 20 years ago, Mak Cik Meliah has been taking care of Rahman on her own.

Her grand-nephew Mohd Sufian A Rahman, who lives next door, helps whenever he can.

He buys groceries for the mother and son, and helps Mak Cik Meliah move Rahman.

Each morning, Mak Cik Meliah bathes Rahman on the verandah. She then feeds him and they both spend the day there
before going into the house in the evening.

“He can only lie on his front and move about bit by bit,” the widow, who lives with her son in a wooden house in
Kampung Bukit Nambua, Kuala Nerang, told an English newspaper.

Following the report on her plight by the New Straits Times of 8 February 2014, BDB’s Group Managing Director
Dato’ Izham Yusoff and other management visited Mak Cik Meliah.

Dato’ Izham also gave out cash donation and daily essentials such as rice, coffee, sugar as well as clothes for the
upcoming Hari Raya Puasa.

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 Annual Report 2014

“The Company’s objective is to help those who are less privileged and we have identified Mak Cik Diah from the article
published on 8 February 2014. We are most humbled to be able to help Mak Cik Meliah and her son.”

Although she receives financial assistance from the Welfare Department and Kedah Tithe Department, Dato’ Izham
said the Group will ensure that Mak Cik Diah’s other needs are taken care of.

Iftar in celebration of the holy month of Ramadan: July 2014

The Group, through our subsidiary Darulaman Realty Sdn Bhd, had on 9 July 2014 organised an Iftar to celebrate the
fasting month of Ramadan at Masjid Al Muttaqin in Bandar Darul Aman in Jitra, Kedah.

A total of 600 guests had been invited to the breaking of fast, which also saw the BDB Group contributing 50 pairs of
veils and two units of air-conditioning system to the mosque.

Our representatives also handed out cash contribution to about 100 orphans who were the special guests at the Iftar.

The Group also organised similar Iftar at Masjid Kubur Panjang in Pendang, Masjid Al-Majidi in Sungai Layar and
Rumah Seri Kenangan in Bedong, all in Kedah.

Handing over of Qurban (sacrifice) meat in conjuction with AidilAdha

celebration: October 2014
The BDB Group organised a Hari Raya AidilAdha celebration for the first time in its history during the year under
review by distributing the Qurban meat to the locals in 10 locations throughout Kedah.

BDB’s Group Managing Director Dato’ Izham Yusoff said the Qurban distribution will be made an annual event for
the Group.

The programme involving areas such as Serdang, Bedong, Sik, Siong, Jerlun, Pendang, Alor Setar and Kemunting, is
aimed at sharing the “rezeki” (wealth) as well as a mark of thank you from the Group to the locals.

A total of 20 cows were sacrificed under the programme and they were distributed to about 10 mosques in the state.

“We are hopeful that the programme in the coming years will continue to be warmly supported by the public,” Dato’
Izham said, adding that such initiative will strengthen the relationship between the locals and BDB citizens.

Other events, zakat and sports

During the year under review, the Group supported a variety of events in Kedah.

The Group participated as a Government-linked Company contingent in “Kawad Merdeka 2014” and “Kedah Berselawat
2014” organised by the Kedah State Government.

The Group contributed zakat (tithe) to the state through Kedah Tithe Department. The Group was also a frequent donor
to schools, mosques and non-governmental organisations during the year.

In the development of sports in Kedah, the Group played an active role especially through certain sponsorships.

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 Corporate Social Responsibilities (CSR)
1. Community

The Group is fully committed to the surrounding community in which it operates. During the year under review,
the Group participated in a variety of events organised by the State such “Kawad Merdeka 2014” and “Kedah
Berselawat 2014”.

The Group is an active sponsor for sports in Kedah besides being a frequent donor to schools, mosques and NGOs
and a contributor to Zakat Negeri Kedah.

2. Human Capital Development

The Group values its human capital and ensures its continuous development through education and training.

Several in-house trainings were held in 2014 by bringing in experts to conduct courses customised to the needs of
the Group. The staff was also encouraged to attend external trainings that will help them acquire additional skills
while enhancing their knowledge.

The group Service Scheme provides and encourages staff members to further their studies by providing study leave
and loans (where applicable) for approved Masters, Degree and Professional Qualification Programmes.

3. Staff Welfare

The Group supported staff activities by funding the Sports & Recreation Club within the Group and organising family
outings, annual dinners and other events which were beneficial in bringing about better team spirit and cooperation.

Cash prizes were awarded to employees’ children who had obtained outstanding results in their UPSR, SPM and
STPM, as a token of recognition for the excellent performance. Additionally, cash was also given to those who were
pursuing their studies at approved local institutions.

The Group also donated to employees who were hit by natural disasters such as floods and employees whose
house caught on fire.

Other benefits enjoyed by the employees are Personal Accident Insurance, Medical and Dental treatment and
hospitalisation. Additionally, the staff also enjoyed some discounts on the purchase of properties developed by
companies within the Group.

4. Corporate Integrity Pledge

The Group committed itself to a Corporate Integrity Pledge (CIP) on 4th September 2012 as part of ongoing effort
towards total integrity, greater transparency and enhanced corporate governance. The CIP programme organised
by the Malaysian Anti-Corruption Commission (MACC) is marked in BDB’s yearly calendar.

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 Annual Report 2014

Report of the Audit Committee

The Audit Committee of Bina Darulaman Berhad is pleased to present the Report of the Audit Committee for the
financial year ended 31 December 2014.

1. MEMBERS

The Audit Committee comprises four (4) members of the Board made up of three (3) Independent Non-Executive
Directors and one (1) Non-Independent Non-Executive Director, with an Independent Non-Executive Director
presiding as the Chairman. Bina Darulaman Berhad (the Company) has complied with Paragraph 15.09 of Main
Market Listing Requirements of Bursa Malaysia Securities Berhad (Bursa Malaysia), which requires that all the
Audit Committee members must be Non-Executive Directors, with a majority of them being independent directors.
The members of the Audit Committee are as follows:

Name Directorial Status

1. Datuk Mohd Nasir bin Ahmad Chairman / Senior Independent

Non-Executive Director
2. Dato’ Abdul Rahman bin Ibrahim Member / Non-Independent
Non-Executive Director
3. Encik Asri bin Hamidon Member / Independent
Non-Executive Director
4. Dato’ Haji Izham bin Yusoff Member / Independent
(Resigned on 01.02.2014) Non-Executive Director

2. CONSTITUTION

The Audit Committee of the Company was established by the Board of Directors in 1996.

3. MEETINGS

During the year ended 31 December 2014, the Committee met four (4) times by way of ordinary meetings on 09
February 2014, 18 May 2014, 13 August 2014 and 16 November 2014 and four (4) in a Special Meeting on 23
February 2014, 07 July 2014, 04 September 2014 and 02 October 2014.

Name Number of Meetings

Held Attendance

1. Datuk Mohd Nasir bin Ahmad 8 8/8

2. Dato’ Abdul Rahman bin Ibrahim 8 7/8

3. Encik Asri bin Hamidon 8 8/8

4. Dato’ Haji Izham bin Yusoff 8 0/0

(Resigned on 01.02.2014)

64
 4. TERMS OF REFERENCE OF THE AUDIT COMMITTEE

Membership
The Audit Committee shall be appointed by the Board of Directors from amongst the Non-Executive Directors and
must be composed of not fewer than three (3) members, with a majority of them being Independent Directors.
The members of the Audit Committee must elect a Chairman amongst themselves who is an Independent Director.
An alternate director shall not be appointed as a member of the Audit Committee.

At least one member of the Audit Committee:

a. must be a member of the Malaysian Institute of Accountants (MIA); or

b. if he is not a member of MIA, he must have at least 3 years’ working experience and :
• he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act
1967; or
• he must be a member of one of the Associations of Accountants specified in Part II of the 1st Schedule of the
Accountants Act 1967; or
c. fulfils such other requirements as prescribed or approved by the Bursa Malaysia.

In the event of any vacancy in the Audit Committee resulting in non-compliance with Bursa Malaysia Listing
Requirements on the composition of Audit Committee, the Board of Directors must fill the vacancy within three
(3) months.

The Board of Directors must review the term of office and performance of the Audit Committee and each of its
members at least once every three (3) years to determine whether the Audit Committee has carried out its duties
in accordance with its terms of reference.

Meetings and Minutes

Meetings shall be held at least four (4) times a year with the attendance of the Group Managing Director (GMD),
Heads of Group Finance & Accounts, Group Corporate Services & Legal/Company Secretary and Group Corporate
Assurance. Other Board members and Senior Management may attend meetings at the invitation of the Audit
Committee. Additional meetings may be held upon request by any Audit Committee member, the Management,
Internal or External Auditors. At least twice (2) a year, the Audit Committee shall meet with the external auditors
and internal auditors without any Executive Director or Officer of the Group being present.

The minutes shall be circulated to the Audit Committee members and to all other members of the Board. The
Chairman of the Audit Committee engages on a continuous basis with Senior Management such as the GMD,
Heads of Group Finance & Accounts, Group Corporate Services & Legal/Company Secretary, Group Corporate
Assurance and the external auditors in order to keep abreast of matters and issues affecting the Group. Key
issues discussed are reported by the Chairman of the Audit Committee to the Board.

Secretary
The Company Secretary shall act as Secretary of the Audit Committee. The Secretary of the Audit Committee
shall provide the necessary administrative and secretarial services for the effective functioning of the Committee.

Quorum
The quorum shall consist of a majority of Independent Directors and shall not be less than two (2).

Voting
Each member of the Audit Committee is entitled to one (1) vote in deciding the matters deliberated in the meeting.
The decision that gained the majority votes shall be the decision of the Audit Committee. In the event of an
equality of votes, the Chairman of the Audit Committee shall be entitled to a second or casting vote.

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 Annual Report 2014

Authority
In view of its duties and functions, the Audit Committee has the following authority, as empowered by the Board to:

(i) investigate any matters within the scope of the Committee’s duties and its terms of reference;

(ii) obtain external independent legal or other professional advice as necessary;

(iii) secure full, free and unrestricted access to any information, records, properties and personnel of the
Company and any other companies within the Group;

(iv) communicate directly with the External Auditors, Internal Auditors and all employees of the Group;

(v) be able to convene meetings with the External Auditors, the Internal Auditors or both, excluding the
attendance of other Board of Directors, Senior Management and employees, where necessary; and

(vi) report to the Bursa Malaysia matters duly reported by it to the Board which have not been satisfactorily
resolved resulting in a breach of any regulatory requirements.

All costs involved in the exercise of the Audit Committee’s authority shall be absorbed by the Company.

Duties
The following are the main duties and responsibilities of the Audit Committee collectively:

(i) to consider the nomination and appointment of the external auditors, the audit fee and resignation,
replacement or termination;

(ii) to discuss with the external auditor before the commencement of audit, their nature and scope of audit and
to ensure co-ordination where more than one audit firm is involved;

(iii) to review the quarterly financial results and year-end financial statements prior to deliberation and approval
by the Board, focusing particularly on:
• any changes in accounting policies and practices;
• significant adjustments arising from the audit;
• the going concern assumption ;
• compliance with accounting standards, regulatory and other legal requirements; and
• other judgmental areas.
(iv) to discuss problems and reservations arising from the interim and final audits and any matters the
external and internal auditors may wish to discuss (in the absence of Management where necessary);

(v) to discuss the impact of any proposed changes in accounting principles on future financial statements;

(vi) to review the assistance given by the employees of the Company and the Group to the External Auditors;

(vii) to review with the External Auditors, their evaluation of system of internal controls, their management letter
and management responses;

(viii) to do the following, in relation to the internal audit function:

• review the adequacy of the scope, functions, competency and resources of the internal audit function
and that it has the necessary authority to carry out its duties;

66
 • to consider the major findings or internal investigations and management’s responses;
• review the internal audit plan, programme and results of the internal audit process and ensure appropriate
actions are taken on the recommendations of the internal audit function;
• assessment of the performance of the staff of the internal audit function;
• approve any appointment, replacement or termination of senior staff members of the internal audit
function; and
• take cognisance of resignations of internal audit staff members and provide the resigning staff member
an opportunity to submit his reasons for resigning.

(ix) to monitor any related party transactions and situation where a conflict of interest may arise within
the company or Group, including any transaction procedure or course of conduct that raises questions of
management integrity and ensure that the Directors report such transactions annually to the shareholders
in the Annual Report;

(x) to review all prospective financial information provided to the regulators and/or the public;

(xi) to report promptly to Bursa Malaysia on any matter reported by it to the Board of Directors, which has not
been satisfactorily resolved resulting in a breach of Bursa Malaysia Listing Requirements; and

(xii) to consider other topics defined by the Board of Directors from time to time.

5. SUMMARY OF THE AUDIT COMMITTEE’S ACTIVITIES

During the financial year, the Audit Committee met eight (8) times. Activities carried out by the Audit Committee
included the deliberation and review of:

(i) the audit plan of the External Auditors in terms of their scope of audit prior to commencement of the interim
and annual audit;

(ii) the unaudited quarterly financial results and the announcements thereof and made recommendations to the
Board for consideration and approval;

(iii) the audited year-end financial results of the Group prior to submission to the Board for consideration
and approval;

(iv) the audit reports of the External Auditors in relation to audit and accounting issues arising from the audit;

(v) matters arising from the audit of the Group in a meeting with the External Auditors without the presence of
the Management;

(vi) the performance of the External Auditors and the recommendations to the Board on their re-appointment
and remuneration;

(vii) the Audit Committee Report and its recommendation to the Board for inclusion in the Annual Report;

(viii) the Statement on Internal Control and Statement of Corporate Governance and its recommendation to the
Board for inclusion in the Annual Report;

(ix) related party transactions as required under the Bursa Malaysia Listing Requirements to ascertain
that transactions are conducted at arm’s length prior to submission for the Board’s consideration and where
appropriate, shareholders’ approval;

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 Annual Report 2014

(x) the risk-based annual audit plan proposed by the Internal Auditors to ensure adequacy of the scope
and coverage;

(xi) the effectiveness of the audit process, resource requirements for the year and assessed the performance of
the internal auditors;

(xii) the audit reports presented by the Internal Auditors on major findings and recommendations with respect
to system and control weaknesses. The Committee then proposed that control weaknesses be rectified and
recommendation for improvements be implemented; and

(xiii) the results of follow-up audits conducted by Internal Auditors on the managements’ implementation of audit
recommendations.

6. INTERNAL AUDIT FUNCTION

The Group’s internal audit function is carried out by the Group Corporate Assurance, which reports directly to the Audit
Committee. Its principal role is to undertake independent regular and systematic reviews of internal controls, so as to
provide the Audit Committee with independent and objective feedback, performed with impartiality, proficiency and
due professional care and report that the internal control systems continue to operate satisfactorily and effectively,
within the Group. The Group Corporate Assurance adopts a risk-based auditing approach, taking into account global
best practices and industry standard, in preparing its audit plan and strategy. The approved annual audit plan covers
all the business units, departments and projects of the Group on a rotation basis.

The Board and Audit Committee are assisted by Group Corporate Assurance Department (Internal staff) and JSA
Business Advisory Sdn Bhd (External consultant) to lead and manage the internal audit function through co-sourcing
arrangement in maintaining a sound system of internal controls to provide reasonable assurance against any
irregularities arising from the daily operational activities.

The Group Corporate Assurance Manager reports directly to the Audit Committee and has direct access to the
Chairman of the Audit Committee on all the internal control and audit issues.

The total cost incurred for the Internal Audit Function in respect of the financial year was RM 365,206.88.

Throughout the year, six (6) audit assignments, one (1) special audit assignment and quarterly follow up audits were
carried out and completed by the Group Corporate Assurance Department on the various business units and projects.
Areas of audit focus were on financial operation and reporting, project implementation and defect management,
quarry operation, golf operation, stock management and maintenance, and hotel operation and performance.

The resulting reports of the audits undertaken were presented to the Audit Committee and forwarded to the parties
concerned for their attention and necessary action. The respective Management of the business units and projects
are responsible in ensuring that corrective actions are taken on reported weaknesses within the required time frame.
The Management is also responsible for ensuring that status reports of actions taken pursuant to audit findings are
sent to the internal auditors for review and subsequently presented to the Audit Committee.

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 Statement of Risk Management and Internal Control

Statement on Internal Control

This statement is made in accordance with the Malaysian Code on Corporate Governance 2012 (“The Code”) and
Paragraph 15.26(b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Malaysia”).
Set out below is the Board’s Statement on Internal Control which has been prepared in accordance with the “Statement
on Internal Control: Guidance for Directors of Public Listed Companies” issued by the Institute of Internal Auditors
Malaysia and adopted by Bursa Malaysia.

Board Responsibility
The Board acknowledges its responsibility for maintaining a sound system of internal control and the need to review its
adequacy and integrity on a regular basis. The system of internal control is meant to effectively manage business risk
towards the achievement of objectives so as to enhance the value of shareholders’ investments and to safeguard the
Group’s assets.

The Board maintains overall responsibility for the Group’s system of internal controls and has reviewed the effectiveness
of the controls established. The Board has delegated the implementation of the system of internal control within an
established framework throughout the Group to the Management. The system of internal control includes not only
financial controls but operational and compliance controls as well as risk management.

The Board through its Risk Management Committee is responsible for identifying, evaluating and managing major
business risks faced by the Group. The Committee will continuously evaluate suggested mitigation measures and
quarterly review planned actions and implementation strategies to ensure that key risks are mitigated and well managed.

The Board is satisfied that throughout the year the Company’s Risk Management and internal control system operated
adequately and effectively in all material aspects based on the Risk Management Model adopted by the Company.

In line with the Code, the system of internal controls are designed to safeguard the assets of the Group and shareholders’
investment, by ensuring the maintenance of proper accounting records and providing reliable financial information
for use within the business and for publications. However, these controls provide only reasonable and not absolute
assurance against material error, misstatement, loss or breach. In addition, the concept of reasonable assurance also
recognises that the overall cost of control procedures shall not exceed the expected benefits.

Key Internal Control Features

The key features of the Group’s internal control comprise the following components which have been in place throughout
the financial year:

CONTROL ENVIRONMENT
Clear Lines of Accountability and Reporting within the Organisation:

Clear definition to the terms of reference including functions, authorities and responsibilities of the Board Committees
and Management Committees have been established in the Group, to assist the Board in discharging its duties.
The Board Committees comprise:

• Audit Committee
• Risk Management Committee
• Nomination & Remuneration Committee

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 Annual Report 2014

Organisation Structure & Authority Limits

The Group maintains organisation structure with delegation of responsibilities and accountability within the Group’s
Senior Management. The Group, via its Delegation Authority Limit (DAL), assigns authority to appropriate levels of
management to exercise control over the Group’s commitment on both capital and operational expenditure.

The DAL is approved by the Board and is regularly reviewed and updated to reflect changing conditions. The DAL has
strict authorisation, approval and control procedures within which the Senior Management operates. All subsidiaries
have similar internal control system as the holding company. The subsidiaries’ management teams also operate within
an overall framework which is determined by the Board.

Internal control system has been established in all business units. Among the internal controls established are clearly
defined lines of responsibilities, authority limits for major capital expenditure, contract awards and other significant
transactions, segregation of duties, performance monitoring and safeguarding of assets. The approval of capital
expenditure proposals above certain limits and investments are reserved to the Board. The authority of the Directors is
required for key treasury matters including changes to equity and loan financing, interest rates, cheque signatories, the
opening of bank accounts and foreign currency transactions.

StandardiSed and Documented Policies and Procedures

Standardised and documented internal procedures as set-out in Standard Operating Procedures are made available
to guide Management and staff in their day-to-day work. All policies and guidelines are revised regularly and updated
when necessary with approval of the Board. Cases of non-compliance will be reported to the Board.

Strategic Business Planning

The BDB Group practises a detailed budgeting process where subsidiaries and departments prepare their annual
budgets, three (3) years’ Business Plans and performance reports for consideration by the Group Managing Director
before being presented to the Board for approval. The Board has reviewed and approved the annual budgets and three
(3) year Business Plans within which the business objectives, strategies and targets are articulated. Key business risks
are identified and mitigated during the business planning process and reviewed regularly during the year.

Staff Development and Training

External training is developed and provided to all employees to meet their performance and job expectations. Corporate
values, which emphasise teamwork and ethical behavior, have been fully communicated to the Group’s staff.

Whistle Blowing
The Group also has in place a whistle blowing policy to provide an avenue for employees to report any breach or
suspected breach of any law or regulation, including business principles and the Group’s policies and guidelines in a
safe and confidential manner.

Control Activities
Control activities are part of the Group’s system of internal control. Control activities are performed at all levels of the
entity and at various stages within business processes. They include a range of activities as diverse as approvals,
authorisations, verifications, reconciliations, reviews of operating performance, security of assets and segregation of
duties. Among the significant control activities are:

• The preparation of quarterly and full year financial results, as announced or otherwise published to shareholders.
The Group monitors compliance with its internal financial controls through management reviews and reports which
are internally reviewed by key personnel. Analysis of actual financial performance versus business plans are carried
out on quarterly basis.

70
 • Group Managing Director and Senior Management staff conduct regular site visits and communicate with employees
of different levels to have first-hand knowledge of significant operational issues and risks.
• Quarterly reporting of legal, accounting and other newer developments to the Board.
• An ISO 9001 Quality Management System, which is subject to regular review and improvement, continuously
manages and controls the quality requirement of the Company’s products and services.

Review and Monitoring Process

The Board has initiated an ongoing process to ensure the achievement of the Group business objectives where
budgets, key business indicators and performance results on operations are in place to monitor performance. The
system allows the Management and Group Managing Director to review business unit’s performance against budgets
and other performance indicators on a monthly basis. Key variances are followed up by Management and reported on
quarterly basis to the Board.

The Directors have continuously taken the necessary measures and reviewed the effectiveness of the system of
internal control during the financial year through the review and monitoring process set out above.

Internal Audit Function

The Internal Audit function includes undertaking regular reviews to evaluate the adequacy and effectiveness of financial
and operating controls and highlight significant risks and non-compliance impacting the Group. Where applicable they
provide recommendations to improve on the effectiveness of risk management, control and governance process. Audits
are carried out on Subsidiaries, Departments and Units on a rotation basis using risk based approach.

The Audit Committee meets on a quarterly basis and when required to review the internal control issues identified in
reports prepared by Internal Audit, in order to ensure the effectiveness and adequacy of the Group’s internal control
system. Management’s response will always be sought on comments and suggestions by the Internal Audit as well as
on the status of follow up action taken. The Audit Committee has active oversight on the internal audit’s independence,
scope of work and resources. It also reviews the Internal Audit function, particularly the scope of the annual audit
plan and frequency of the internal audit activities. The details of the activities undertaken by the Audit Committee are
highlighted in the Audit Committee Report.

State of Internal Control During the Year Under Review

• The Board is of the view that the existing Group’s system of internal controls in place for the year under review and
up to the date of issuance of financial statements is generally sound and adequate to safeguard the shareholders’
investment, the interest of customers, regulators, employees and the Group’s assets. None of the control weaknesses
identified if any have resulted in any material losses, contingencies or uncertainties that would require disclosure in
the Annual Report.

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 Annual Report 2014

Statement On Risk Management /

Enterprise Risk Management Framework
The Group has established an Enterprise Risk Management (ERM) framework to proactively identify, evaluate and
manage key risks to an optimal level in line with the Group’s commitment to deliver sustainable value. This framework
aims to provide an integrated and organised approach entity-wide.

During the financial year ended 31 December 2014, the Group had actively executed the ERM initiatives based on the
approved ERM Framework; which includes the establishments of the key mitigation strategies for the key risk areas
identified; the tracking and monitoring of its implementation Group wide.

Risk Policy
BDB Group committed in meeting its vision, mission and corporate objectives. It is critical for BDB Group to have the
ability of managing risk to an acceptable level. In 2014, Risk Management has concluded five (5) RMC Meetings where
during the meeting risks were identified, assessed and ranked accordingly with regards to the mitigating actions.

The Board has a responsibility to understand risks, give guidance when dealing with risks to ensure all risks are
managed in an organised and consistent manner. The policies of the Board for ERM are as follows:
• To integrate risk management into the culture, business activities and decision making processes.
• To anticipate and respond to the changing operational, social, environmental and regulatory requirements proactively.
• To manage risks pragmatically, to an acceptable level given the particular circumstances of each situation.
• To require that all papers submitted to the Board of Directors by Management relating to strategy, key project
approval, significant action or investment must include a comprehensive risk assessment report.
• To implement a robust and sustainable ERM framework that is aligned with BDB Group’s vision, mission, corporate
objectives, and in accordance with best practices.

Above policies will be attained through:-

• Periodic reporting to the Board on ERM activities and keep the Board updated of all ERM aspects including
significant risks and risk trends;
• Provision of adequate and suitable resources, including tools and manpower to ensure ERM framework and
system operate effectively;
• Provision of adequate education and communication to ensure staff understand the requirement, benefits, their
roles and responsibilities associated to ERM; and
• Maintain documented risk information (risk registers and action plans) for continuous ERM activities.

The Group Risk Management Department is responsible for developing, coordinating and facilitating the Risk
Management processes within the Group. A database of risks and control information is captured in the format of risk
registers. Key risks of key business units are identified, assessed and categorised to highlight the source of risks,
their impact and the likelihood of occurrence and it is being monitored by respective Senior Management.

Risk profiles for the key business units are presented to the Management Committee, Board Risk Management
Committee and Board of Directors for deliberation and approval for adaptation. Key action plans to address key risks
were developed and the implementation status was tracked, monitored and reported on quarterly basis.

Roles and Responsibilities of the Group Risk Management (RMD) can be summarised as follows:
• To continuously communicate, evaluate and improve the ERM Policy and Mechanism;
• Facilitate the risk assessment and risk action plan processes;
• Provide independent input on risk assessment (risk type and rating) and action plans;
• Prepare and report to RMC in a timely manner; and
• Lead the ERM educational programmes and continuous sharing of risk and market trends.

72
 Assurance Received from Group Managing Director
and Head of Group Finance & Accounts
In accordance with the Statement on Risk Management and Internal Control – Guidelines for Directors of Listed issuers,
the Board has received assurance from the Group Managing Director and Head of Group Finance & Accounts that to the
best of their knowledge the risk management and internal control of the Group are operating effectively and adequately,
in all material aspects, based on the risk management and internal control framework adopted by the Group.

Review of Statements by the External Auditors

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 issued by the Malaysian Institute of Accountants (MIA) for inclusion in
the annual report of the Group for the year ended 31 December 2014, and reported to the Board that nothing has come
to their attention that cause them to believe that the statement is inconsistent with their understanding of the process
the Board has adopted in the review of the adequacy and effectiveness of risk management and internal controls within
the Group.

RPG 5 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
Group’s risk management and internal control system including the assessment and opinion by the Directors and
management thereon.

Conclusion
Risk Management in BDB Group has been accepted not merely as a compliance tool but to the extent of becoming
a business culture. The Risk Management framework and findings act as an additional decision-making tool to drive
towards an excellent business strategy planning and execution. In this regard, an effective Risk Management lies on its
ability to implement the framework and create values throughout BDB Group in order to achieve its established vision,
mission, and objectives that lead towards enhancing shareholders’ value.

This statement is made in accordance with the resolution of the Board of Directors dated 9 March 2015.

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 Annual Report 2014

Financial
Statements
Directors’ Report
Consolidated Statement of Financial Position
Consolidated Statement of Profit or Loss
and other Comprehensive Income
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Statement of Financial Position
Statement of Profit or Loss and other
Comprehensive Income
Statement of Changes in Equity
Statement of Cash Flows
Notes to the Financial Statements

74
 Directors’ report for the year
ended 31 December 2014
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the
Company for the year ended 31 December 2014.

Principal activities

The principal activities of the Company are investment holding, provision of management services, oil palm plantation and
property development whilst the principal activities of the subsidiaries are as stated in Note 5 to the financial statements.

There has been no significant change in the nature of these activities during the financial year.

Results

Group Company
RM RM

Profit for the year attributable to :

Owners of the Company 24,167,717 18,471,776
Non-controlling interests (7,438) -

24,160,279 18,471,776

Reserves and provisions

There were no material transfers to or from reserves and provisions during the financial year except as disclosed in the
financial statements.

Dividends

Since the end of the previous financial year, the Company paid a final single-tier dividend of 7 sen per ordinary share,
totalling RM5,097,110 in respect of the financial year ended 31 December 2013 on 20 May 2014.

At the forthcoming Annual General Meeting, a first and a final single tier dividend in respect of the financial year
ended 31 December 2014, of 3.50 sen on 303,854,977 ordinary shares, totalling RM10,634,924 will be proposed for
shareholders’ approval.

Directors of the Company

Directors who served since the date of the last report are:

Dato’ Abdul Rahman bin Ibrahim

Datuk Mohd. Nasir bin Ahmad
Dato’ Izham bin Yusoff
Asri bin Hamidin @ Hamidon
Datuk Wan Azhar bin Wan Ahmad (Appointed on 9.10.2014)
Dato’ Paduka Mohd Saad bin Endut (Retired on 7.4.2014)

75
 Annual Report 2014

Directors’ interests in shares

None of the Directors holding office at 31 December 2014 had any interest in the shares and options over shares 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.

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
corporate body.

Issue of shares and debentures

During the financial year, the Company has increased its authorised share capital from 100,000,000 ordinary shares of
RM1 each to 400,000,000 ordinary shares of RM1 each.

There were no changes in issued and paid-up capital of the Company during the financial year.

There were no debentures issued during the financial year.

Options granted over unissued shares

No options were granted to any person to take up unissued shares of the Company during the financial year.

Other statutory information

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 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

76
 Other statutory information (continued)

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.

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

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 year ended 31
December 2014 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.

Significant events

The details of such events are disclosed in Note 33 to the financial statements.

Subsequent event

The details of such event are disclosed in Note 34 to the financial statements.

Auditors

The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment.

Signed on behalf of the Board in accordance with a resolution of the Directors :

Dato’ Izham Bin Yusoff Dato’ Abdul Rahman bin Ibrahim

Alor Setar,

Date : 9 March 2015

77
 Annual Report 2014

Consolidated statement of financial position

as at 31 December 2014
Note 2014 2013
RM RM

Assets

Property, plant and equipment 3 64,087,340 62,924,220

Interest in unincorporated joint venture 6 - 449,802

Other investments 7 2,546,837 5,381,811

Land held for property development 8 277,011,663 98,248,821

Deferred tax assets 9 304,870 727,263

Trade and other receivables 10 286,521,531 253,967,412

Total non-current assets 630,472,241 421,699,329

Property development costs 11 40,364,491 76,411,044

Inventories 12 21,567,249 16,452,303

Trade and other receivables 10 173,989,403 188,614,955

Current tax assets 972,289 592,092

Deposits with licensed banks 13 25,994,352 47,851,205

Cash and bank balances 14 66,305,945 53,737,438

Total current assets 329,193,729 383,659,037

Total assets 959,665,970 805,358,366

The note on pages 91 to 165 are an integral part of these financial statements

78
 Consolidated statement of financial position as at
31 December 2014 (continued)
Note 2014 2013
RM RM

Equity

Share capital 15 72,815,856 72,815,856

Reserves 16 211,474,175 192,413,846

Total equity attributable to 284,290,031 265,229,702

owners of the Company

Non-controlling interests 8,060,562 8,068,000

Total equity 292,350,593 273,297,702

Liabilities

Deferred tax liabilities 9 679,008 1,790,350

Loans and borrowings 17 269,505,909 318,080,971

Total non-current liability 270,184,917 319,871,321

Trade and other payables 18 353,016,370 185,144,146

Current tax payables 2,180,466 1,933,744

Loans and borrowings 17 41,933,624 25,111,453

Total current liabilities 397,130,460 212,189,343

Total liabilities 667,315,377 532,060,664

Total equity and liabilities 959,665,970 805,358,366

The note on pages 91 to 165 are an integral part of these financial statements

79
 Annual Report 2014

Consolidated statement of profit or loss and

other comprehensive income for the year ended
31 December 2014
Note 2014 2013
RM RM

Continuing operations

Revenue 19 328,878,785 281,002,192

Cost of sales 20 (266,543,748) (237,219,728)

Gross profit 62,335,037 43,782,464

Distribution expenses (6,690,550) (1,245,787)

Administrative expenses (22,655,411) (21,944,213)

Other operating income 4,862,325 10,969,151

Other operating expenses (10,077,430) (12,143,467)

Results from operating activities 27,773,971 19,418,148

Unwinding of discount on
non-current receivables 23,861,226 25,367,137

Finance cost 21 (17,770,217) (15,469,065)

Share of loss of jointly control entity (2,503) (1,405)

Profit before tax 22 33,862,477 29,314,815

Tax expense 25 (9,702,198) (8,175,024)

Profit and total comprehensive

income for the year 24,160,279 21,139,791

Profit and total comprehensive

income for the year attributable to :

Owners of the Company 24,167,717 21,143,267

Non-controlling interests (7,438) (3,476)

Profit and total comprehensive

income for the year 24,160,279 21,139,791

Basic earnings per ordinary share

(sen) 26 33.19 29.04

The note on pages 91 to 165 are an integral part of these financial statements

80
 Consolidated statement of
changes in equity for the year ended
31 December 2014

Note Share Share

capital premium
RM RM

At 1 January 2013 72,815,856 17,062,137

Profit and total comprehensive income

for the year - -

Total distribution to owners

- Dividend to owners of the Company 27 - -

At 31 December 2013 /1 January 2014 72,815,856 17,062,137

Profit and total comprehensive income

for the year - -

Total distribution to owners

- Dividend to owners of the Company 27 - -

Dissolution of a foreign subsidiary - -

At 31 December 2014 72,815,856 17,062,137

The note on pages 91 to 165 are an integral part of these financial statements

81
 Annual Report 2014

Attributable to owners of the Company

Non-distributable Distributable

Foreign currency Retained Non-controlling Total

translation reserves earnings Total interests equity
RM RM RM RM RM

10,278 159,295,274 249,183,545 8,071,476 257,255,021

- 21,143,267 21,143,267 (3,476) 21,139,791

- (5,097,110) (5,097,110) - (5,097,110)

10,278 175,341,431 265,229,702 8,068,000 273,297,702

- 24,167,717 24,167,717 (7,438) 24,160,279

- (5,097,110) (5,097,110) - (5,097,110)

(10,278) - (10,278) - (10,278)

- 194,412,038 284,290,031 8,060,562 292,350,593

The note on pages 91 to 165 are an integral part of these financial statements

82
 Consolidated statement of cash flows for the year
ended 31 December 2014

Note 2014 2013

RM RM

Cash flows from operating activities

Profit before tax 33,862,477 29,314,815

Adjustments for :

Depreciation of property,
plant and equipment 3 4,949,241 4,670,742

Property, plant and equipment written off 31,921 1,438

Gain on disposal of property, plant and

equipment (199,048) (38,832)

Loss on disposal of other investments - 45,118

Share of loss of unincorporated

joint venture 6 2,503 1,405

Government grant (185,950) (1,164,732)

Changes in fair value of other investments - (17,836)

Dividend income from other investments (6,392) (21,811)

Interest income (1,912,288) (3,075,596)

Unwinding of discount on
non-current receivables (23,861,226) (25,367,137)

Interest expense 17,770,217 15,469,065

Operating profit before working

capital changes 30,451,455 19,816,639

Increase in land held for development and

property development costs (142,716,289) (22,968,104)

Increase in trade and other receivables 6,104,667 (22,326,444)

Increase in inventories (5,114,946) (7,223,389)

Increase in trade and other payables 167,668,174 20,453,382

56,393,061 (12,247,916)

The note on pages 91 to 165 are an integral part of these financial statements

83
 Annual Report 2014

Consolidated statement of cash flows for the year

ended 31 December 2014 (continued)
Note 2014 2013
RM RM

Cash generated from/(used in) operations 56,393,061 (12,247,916)

Interest paid (17,770,217) (15,469,065)

Income taxes paid (10,524,622) (9,181,687)

Net cash from/(used in) operating activities 28,098,222 (36,898,668)

Cash flows from investing activities

Distribution of joint venture’s interest 6 447,299 -

Purchase of property, plant and equipment 3.1 (6,142,839) (3,277,959)

Proceeds from disposal of property, plant and

equipment 314,838 41,239

Proceeds from disposal of other investments 2,834,974 663,960

Purchase of other investments - (171,186)

Dividend received 6,392 21,811

Interest income received 1,912,288 3,075,596

Net cash (used in)/from investing activities (627,048) 353,461

Cash flows from financing activities

Dividends paid to shareholders

of the Company 27 (5,097,110) (5,098,282)

Drawdown of term loan 5,855,800 37,918,125

Repayment of term loan (41,797,943) (18,419,575)

Government grant received 390,000 232,800

Movement of other borrowings 5,000,000 9,000,000

Repayment of finance lease creditors (1,110,267) (979,123)

Placement/(Withdrawal) of pledged deposits 11,986,338 (7,836,165)

Net cash (used in) /

from financing activities (24,773,182) 14,817,780

The note on pages 91 to 165 are an integral part of these financial statements

84
 Consolidated statement of cash flows for the year
ended 31 December 2014 (continued)

Note 2014 2013

RM RM

Net increase/(decrease)
in cash and cash equivalents 2,697,992 (21,727,427)

Cash and cash equivalents

at beginning of the year 83,888,333 105,615,760

Cash and cash equivalents

at end of the year A 86,586,325 83,888,333

NOTE

A. Cash and cash equivalents

Cash and bank balances 66,305,945 53,737,438

Deposits placed with licensed banks 25,994,352 47,851,205
Less : Deposits pledged (5,713,972) (17,700,310)

86,586,325 83,888,333

The note on pages 91 to 165 are an integral part of these financial statements

85
 Annual Report 2014

Statement of financial position as

at 31 December 2014
Note 2014 2013
RM RM

Assets

Property, plant and equipment 3 16,714,424 15,175,836

Investment property 4 8,103,610 8,275,787

Investment in subsidiaries 5 56,157,529 56,257,529

Other investments 7 2,373,800 5,177,168

Land held for property development 8 202,448,722 14,114,745

Deferred tax assets 9 133,807 634,111

Total non-current assets 285,931,892 99,635,176

Inventories 12 7,123,000 -

Trade and other receivables 10 63,465,925 48,485,844

Current tax assets 404,983 378,496

Deposits with licensed banks 13 - 9,644,295

Cash and bank balances 14 3,093,807 889,193

Total current assets 74,087,715 59,397,828

Total assets 360,019,607 159,033,004

Equity

Share capital 15 72,815,856 72,815,856

Reserves 16 69,134,366 55,759,700

Total equity 141,950,222 128,575,556

Loans and borrowings 17 - 19,140

Total non-current liabilities - 19,140

Loans and borrowings 17 - 15,016,772

Trade and other payables 18 218,069,385 15,421,536

Total current liabilities 218,069,385 30,438,308

Total liabilities 218,069,385 30,457,448

Total equity and liabilities 360,019,607 159,033,004

The note on pages 91 to 165 are an integral part of these financial statements

86
 Statement of comprehensive income for the year
ended 31 December 2014

Note 2014 2013

RM RM

Continuing operations

Revenue 19 43,671,522 20,813,857

Cost of sales 20 (14,584,821) (1,312,386)

Gross profit 29,086,701 19,501,471

Distribution expenses (2,469,232) (234,930)

Administrative expenses (9,140,140) (9,863,601)

Other operating income 2,760,025 3,862,538

Other operating expenses (666,985) (1,894,999)

Results from operating activities 19,570,369 11,370,479

Finance costs 21 (488,776) (1,387,133)

Profit before tax 22 19,081,593 9,983,346

Tax expense 25 (609,817) (3,696,771)

Profit and total comprehensive income for 18,471,776 6,286,575

the year

The note on pages 91 to 165 are an integral part of these financial statements

87
 Annual Report 2014

Statement of changes in equity for the year ended

31 December 2014
Non-
distributable Distributable

Note Share Share Retained

capital premium earnings Total equity
RM RM RM RM

At 1 January 2013 72,815,856 17,062,137 37,508,098 127,386,091

Profit and total

comprehensive income
for the year - - 6,286,575 6,286,575

Total distribution
to owners
- Dividend to owners
of the Company 27 - - (5,097,110) (5,097,110)

At 31 December 2013/
1 January 2014 72,815,856 17,062,137 38,697,563 128,575,556

Profit and total

comprehensive income
for the year - - 18,471,776 18,471,776

Total distribution
to owners
- Dividend to owners
of the Company 27 - - (5,097,110) (5,097,110)

At 31 December 2014 72,815,856 17,062,137 52,072,229 141,950,222

The note on pages 91 to 165 are an integral part of these financial statements

88
 Statement of cash flows for the year ended
31 December 2014
Note 2014 2013
RM RM

Cash flows from operating activities

Profit before tax 19,081,593 9,983,346

Adjustments for :
Depreciation of :
- property, plant and equipment 3 867,293 905,595
- investment property 4 172,177 172,177

Gain on disposal of property,

plant and equipment - (28,619)

Property, plant and equipment written off - 722

Impairment loss on investments

in a subsidiary 100,000 500,000

Dividend income (20,100,000) (17,500,000)

Interest income (1,005,797) (1,593,055)

Interest expense 488,776 1,387,133

Operating loss before working capital changes (395,958) (6,172,701)

Increase in land held for development (188,333,977) (421,118)

Increase in trade and other receivables (14,980,081) (794,913)

Increase in inventories (7,123,000) -

Increase in trade and other payables 202,647,849 5,373,161

Cash used in operations (8,185,167) (2,015,571)

Interest paid (488,776) (1,387,133)

Taxes (paid)/refund (136,000) 779,009

Net cash used in operating activities (8,809,943) (2,623,695)

The note on pages 91 to 165 are an integral part of these financial statements

89
 Annual Report 2014

Statement of cash flows for the year ended

31 December 2014 (continued)
Note 2014 2013
RM RM

Cash flows from investing activities

Purchase of property, plant and equipment (2,405,881) (507,578)

Proceeds from disposal of property,

plant and equipment - 30,979

Proceeds from disposal of other investments 2,803,368 -

Purchase of other investments - (171,186)

Dividend received 20,100,000 13,125,000

Interest income received 1,005,797 1,593,055

Net cash from investing activities 21,503,284 14,070,270

Cash flows from financing activities

Dividends paid to shareholders

of the Company 27 (5,097,110) (5,097,110)

Repayment of borrowings (15,035,912) (15,022,706)

Net cash used in financing activities (20,133,022) (20,119,816)

Net decrease in cash and cash equivalents (7,439,681) (8,673,241)

Cash and cash equivalents

at beginning of the year 10,533,488 19,206,729

Cash and cash equivalents 3,093,807 10,533,488

at end of the year

NOTE

A. Cash and cash equivalents

Cash and bank balances 3,093,807 889,193

Deposits placed with licensed banks - 9,644,295

3,093,807 10,533,488

The note on pages 91 to 165 are an integral part of these financial statements

90
 Notes to the financial statements
Bina Darulaman 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 principal place of business and registered office
of the Company is as follows :

9th Floor, Menara Bina Darulaman Berhad

No. 88, Lebuhraya Darulaman
05100 Alor Setar
Kedah Darul Aman

The consolidated financial statements of the Company as at and for the year ended 31 December 2014 comprise
the Company and its subsidiaries (together referred to as the “Group” and individually referred to as “Group entities”)
and the Group’s interest in joint venture. The financial statements of the Company as at and for the year ended 31
December 2014 do not include other entities.

The principal activities of the Company are investment holding, provision of management services, oil palm
plantation and property development whilst the principal activities of the subsidiaries are as stated in Note 5 to the
financial statements.

The ultimate holding company is Perbadanan Kemajuan Negeri Kedah, a statutory body formed in Malaysia.

The financial statements were approved by the Board of Directors on 9 March 2015.

1. Basis of preparation

(a) Statement of compliance

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 July 2014

• Amendments to FRS 1, First-time Adoption of Malaysian Financial Reporting Standards

(Annual Improvements 2011-2013 Cycle)
• Amendments to FRS 2, Share-based Payment (Annual Improvements 2010-2012 Cycle)
• Amendments to FRS 3, Business Combinations
(Annual Improvements 2010-2012 Cycle and 2011-2013 Cycle)
• Amendments to FRS 8, Operating Segments (Annual Improvements 2010-2012 Cycle)
• Amendments to FRS 13, Fair Value Measurement
(Annual Improvements 2010-2012 Cycle and 2011-2013 Cycle)
• Amendments to FRS 116, Property, Plant and Equipment (Annual Improvements 2010-2012 Cycle)
• Amendments to FRS 119, Employee Benefits – Defined Benefit Plans: Employee Contributions
• Amendments to FRS 124, Related Party Disclosures (Annual Improvements 2010-2012 Cycle)
• Amendments to FRS 138, Intangible Assets (Annual Improvements 2010-2012 Cycle)
• Amendments to FRS 140, Investment Property (Annual Improvements 2011-2013 Cycle)

91
 Annual Report 2014

1. Basis of preparation (continued)

(a) Statement of compliance (continued)

FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2016

• 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 and FRS 128, Investments in Associates and
Joint Ventures – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
• 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
• FRS 14, Regulatory Deferral Account
• 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 116, Property, Plant and Equipment and FRS 141, Agriculture – Agriculture: Bearer Plants
• 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)

FRS, 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 or interpretations
in the respective financial year when the abovementioned standards, amendments or interpretations
become effective.

The Group’s and Company’s financial statements for annual period beginning on 1 January 2017 will be
prepared in accordance with the Malaysian Financial Reporting Standards (“MFRS”) issued by the MASB and
International Financial Reporting Standards (“IFRS”).

The initial application of the other accounting standards, amendments and interpretations are not expected to
have any material financial impacts to the current period and prior period financial statements of the Group and
of the Company except as mentioned below:

FRS 9, Financial Instruments

FRS 9 replaces the guidance in FRS139, Financial Instruments: Recognition and Measurement on the
classification and measurement of financial assets and financial liabilities, and on hedge accounting.

The Group and the Company are currently assessing the financial impact that may arise from the adoption
of FRS 9.

The Group and Company fall within the scope of IC Interpretation 15, Agreements for the Construction of Real
Estate and MFRS 141, Agriculture. Therefore, the Group and Company is currently exempted from adopting the
Malaysian Financial Reporting Standards (“MFRS”) and is referred to as a “Transitioning Entity”.

92
 1. Basis of preparation (continued)

(b) Basis of measurement

The financial statements have been prepared on the historical cost basis other than as disclosed in Note 2 to
the financial statements.

(c) Functional and presentation currency

These financial statements are presented in Ringgit Malaysia (RM), which is the Company’s functional
currency. All financial information is presented in RM, unless otherwise stated.

(d) Use of estimates and judgements

The preparation of financial statements in conformity with FRS 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 estimate is revised and in any future periods affected.

There are no significant areas of estimation uncertainty and critical judgements in applying accounting
policies that have the significant effect on the amounts recognised in the financial statements other than those
disclosed in the following notes :

• Note 9 Deferred tax assets

• Note 10.1 Net present value of amount due from a related party
• Note 11.2 Recognition of property development cost.

2. Significant accounting policies

The accounting policies set out below have been applied consistently to the periods presented in these financial
statements, and have been applied consistently by Group entities, unless otherwise stated.

(a) Basis of consolidation

(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 investee’s return.

Investments in subsidiaries are measured in the Company’s statement of financial position at cost less any
impairment losses, unless the investment is classified as held for sale or distribution. The cost of investments
includes transaction costs.

93
 Annual Report 2014

2. Significant accounting policies (continued)

(ii) Business combinations

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:
• the fair value of the consideration transferred; plus
• the recognised amount of any non-controlling interests in the acquiree; plus
• if the business combination is achieved in stages, the fair value of the existing equity interest in the
acquiree; less
• the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

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 acquiree’s 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.

(iii) Acquisitions of non-controlling interests

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 Group’s share of net assets before and after the change, and any consideration received or
paid, is adjusted to or against Group reserves.

Business combinations arising from transfers of interests in entities that are under the control of the
shareholder that controls the Group are accounted for as if the acquisition had occurred at the beginning of
the earliest comparative period presented or, if later, at the date that common control was established; for
this purpose comparatives are restated. The assets and liabilities acquired are recognised at the carrying
amounts recognised previously in the Group controlling shareholder’s consolidated financial statements.
The components of equity of the acquired entities are added to the same components within Group equity
and any resulting gain/loss is recognised directly in equity.

(iv) Loss of control

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.

94
 2. Significant accounting policies (continued)

(v) Joint arrangements

Joint arrangements are arrangements of which the Group has joint control, established by contracts requiring
unanimous consent for decisions about the activities that significantly affect the arrangements’ returns.

Joint arrangements are classified and accounted for as follows :

• A joint arrangement is classified as “joint operation” when the Group or the Company has rights to the
assets and obligations for the liabilities relating to an arrangement. The Group and the Company account
for each of its share of the assets, liabilities and transactions, including its share of those held or incurred
jointly with the other investors, in relation to the joint operation.

• A joint arrangement is classified as “joint venture” when the Group or the Company has rights only to the
net assets of the arrangements. The Group accounts for its interest in the joint venture using the equity
method. Investments in joint venture are measured in the Company’s 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.

(vi) Non-controlling interests

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 the
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.

(vii) Transactions eliminated on consolidation

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 investees are eliminated against the
investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same
way as unrealised gains, but only to the extent that there is no evidence of impairment.

(b) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are stated at cost less accumulated depreciation and accumulated
impairment losses, if any.

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 Annual Report 2014

2. Significant accounting policies (continued)

(b) Property, plant and equipment (continued)

(i) Recognition and measurement (continued)

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 includes the cost of materials and direct labour. For qualifying assets, borrowing costs
are capitalised in accordance with the accounting policy on borrowing costs. 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 are recognised net
within “other income” or “other expenses” respectively in profit or loss.

(ii) Reclassification to investment property

Property that is being constructed for future use as investment property is accounted for as property,
plant and equipment until construction or development is complete, at which time it is reclassified as
investment property.

When the use of a property changes from owner-occupied to investment property, the property is reclassified
as investment property.

(iii) Subsequent costs

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 part will flow to the
Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The
costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

(iv) Depreciation

Freehold land has an unlimited useful life and therefore is not depreciated. Construction work-in-progress
are also not depreciated as these assets are not available for use. The cost of the golf course, which
consists of freehold land and the related development expenditure, is not depreciated. 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.

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 2. Significant accounting policies (continued)

(iv) Depreciation (continued)

Depreciation of other property, plant and equipment is provided for on a straight-line basis to write off the
cost of each asset to its residual value over the estimated useful life, at the following annual rates :

Leasehold land 1.25%

Office building 2%
Golf course, club house, chalets and other buildings 2%
Estate development expenditure 10%
Instruments, plant and machinery and site equipment 10% - 20%
Furniture and fittings, electrical installations and office equipment 20% - 25%
Renovation 20%
Motor vehicles 20%

Depreciation methods, useful lives and residual values are reviewed at end of the reporting period, and
adjusted as appropriate.

(c) Investment properties

Investment properties are properties which are held either to earn rental income or for capital appreciation or for
both. Such properties are measured initially at cost, including transaction costs. Subsequent to initial recognition,
investment properties are stated at cost less accumulated depreciation and any accumulated impairment losses.

Freehold land is not depreciated. Depreciation is provided for on a straight-line basis to write off the cost of the
investment properties to its residual value over the estimated useful life at an annual rate of 2%.

Investment properties are derecognised when either they have been disposed of or when the investment property
is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or
losses on the retirement or disposal of an investment property are recognised in profit or loss in the year in which
they arise.

Determination of fair value

The Directors will estimate the fair value of the Group’s investment property with involvement of an
independent valuer.

An external, independent valuation firm, having appropriate recognised professional qualifications and recent
experience in the location and category of property being valued, values the Group’s investment property portfolio.

(d) Land held for property development

Land held for property development consists of land or such portions thereof on which no development activities
have been carried out or where development activities are not expected to be completed within the normal
operating cycle. Such land is classified within non-current assets and is stated at cost less any accumulated
impairment losses.

Land held for property development is reclassified as property development costs at the point when development
activities have commenced and where it can be demonstrated that the development activities can be completed
within the normal operating cycle.

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 Annual Report 2014

2. Significant accounting policies (continued)

(d) Land held for property development (continued)

Cost associated with the acquisition of land includes the purchase price of the land, professional fees, stamp
duties, commissions, conversion fees and other relevant levies.

(e) Property development costs

Property development costs comprise costs associated with the acquisition of land and all costs that are directly
attributable to development activities or that can be allocated on a reasonable basis to such activities, including
interest expense incurred during the period of active development.

Property development costs not recognised as an expense are recognised as an asset, which is measured at the
lower of cost and net realisable value.

The excess of revenue recognised in profit or loss over billings to purchasers is classified as accrued billings
within trade receivables and the excess of billings to purchasers over revenue recognised in profit and loss is
classified as progress billings within trade payables.

(f) Construction contracts

Where the outcome of a construction contract can be reliably estimated, contract revenue and contract costs
are recognised as revenue and expenses respectively using the stage of completion method. The stage of
completion is measured by reference to the proportion of contract costs incurred for work performed to date bear
to the estimated total contract costs.

Where the outcome of a construction contract cannot be reliably estimated, contract revenue is recognised to the
extent of contract cost incurred that it is probable will be recoverable. Contract costs are recognised as expenses
in the period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised
as an expense immediately.

When the total of costs incurred on construction contracts plus recognised profits (less recognised losses) exceed
progress billings, the balance is classified as amount due from customers on contracts. When progress billings
exceed costs incurred plus recognised profits (less recognised losses), the balance is classified as amount due
to customers on contracts.

(g) Financial instruments

(i) Initial recognition and measurement

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.

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 2. Significant accounting policies (continued)

(g) Financial instruments (continued)

(i) Initial recognition and measurement (continued)

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.

(ii) Financial instrument categories and subsequent measurement

The Group and the Company categorise financial instruments as follows:

Financial assets

(a) Financial assets at fair value through profit or loss

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.

(b) Loans and receivables

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.

All financial assets are subject to review for impairment (see Note 2(i)(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.

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 Annual Report 2014

2. Significant accounting policies (continued)

(ii) Financial instrument categories and subsequent measurement (continued)

Financial liabilities (continued)

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.

(iii) Financial guarantee contracts

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

Fair value arising from financial guarantee contracts are classified as deferred income and is 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.

(iv) Regular way purchase or sale of financial assets

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.

100
 2. Significant accounting policies (continued)

(h) Inventories

Inventories are stated at lower of cost and net realisable value.

The cost of building materials and consumables is determined using the weighted average method and comprises
the cost of purchase of the inventories.

The cost of completed properties is determined on the specific identification basis and comprises cost associated
with the acquisition of land, direct costs and appropriate proportions of common costs.

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.

(i) Impairment

(i) Financial assets

All financial assets (except for financial assets categories as fair value through profit or loss, investment
in subsidiaries and investment in joint venture) 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 is recognised in profit or loss and is measured as
the difference between the asset’s carrying amount and the present value of estimated future cash flows
discounted at the asset’s 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 unquoted equity instrument that is carried at cost is recognised in profit or
loss and is measured as the difference between the financial asset’s 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 asset’s 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.

(ii) Other assets

The carrying amounts of other assets (except for inventories and deferred tax assets) 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 asset’s recoverable amount is estimated.

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

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 Annual Report 2014

2. Significant accounting policies (continued)

(ii) Other assets (continued)

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 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
(group of cash-generating units) and then to reduce the carrying amount of the other assets in the cash-
generating unit (group of cash-generating units) on a pro rata basis.

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 asset’s
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.

(j) Leases assets

(i) Finance lease

Leases in terms of which the Group and the Company assume 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.

Leases in terms of which the Group and the Company assume 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.

102
 2. Significant accounting policies (continued)

(j) Leases assets (continued)

(i) Finance lease (continued)

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 an
investment property if held to earn rental income or for capital appreciation or for both.

(ii) Operating lease

Leases, where the Group or the Company does not assume substantially all the risks and rewards of
ownership are classified as operating leases and, 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.

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.

(k) Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, balances and deposits with banks including the accounts
maintained pursuant to the Housing Developers (Housing Development Account) (Amendment) Regulations
2002), 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 pledged deposits.

(l) Provisions

Provisions are recognised when the Group has a present obligation as a result of a past event and it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation,
and a reliable estimate of the amount can be made. Provisions are reviewed at each balance sheet date
and adjusted to reflect the current best estimate. Where the effect of the time value of money is material,
provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to
the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised
as finance cost.

Contingent liabilities

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

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 Annual Report 2014

2. Significant accounting policies (continued)

(l) Provisions (continued)

of one or more future events, are also disclosed as contingent liabilities unless the probability of outflow of
economic benefits is remote.

Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies
within its group, the Company considers these to be insurance arrangements, and accounts for them as such.
In this respect, the Company treats the guarantee contract as a contingent liability until such time as it becomes
probable that the Company will be required to make a payment under the guarantee.

(m) Income tax

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 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.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities
and assets, and they relate to income taxes levied by the same taxation authority on the same taxable entity, or
on different tax entities, but they intend to settle current tax liabilities and assets 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, being a tax incentive that is not a tax base of an asset, is recognised as
a deferred tax asset to the extent that it is probable that the future taxable profits will be available against the
unutilised tax incentive can be utilised.

104
 2. Significant accounting policies (continued)

(n) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the
revenue can be reliably measured. The following specific recognition criteria must also be met before revenue
is recognised:

(i) Sale of development properties

Revenue from sale of development properties is recognised based on the stage of completion measured
by reference to the proportion that property development costs incurred for work performed to date bear to
the estimated total property development costs.

Where 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.

Any expected loss on a development project, including costs to be incurred over the defects liability period,
is recognised immediately in profit or loss.

(ii) Completed development properties and development land

Revenue relating to sale of completed development properties and development land is recognised net of
discounts when transfer of risks and rewards has been completed.

(iii) Construction contracts and road paving works

Revenue from construction contracts and road paving works is accounted for using the stage of completion
method as described in Note 2(f).

(iv) Goods sold

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, 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.

(v) Rental income

Rental income is recognised on a straight-line basis over the term of the lease. The aggregate cost of
incentives provided to lessees is recognised as a reduction of rental income over the lease term on a
straight-line basis.

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 Annual Report 2014

2. Significant accounting policies (continued)

(n) Revenue recognition (continued)

(vi) Revenue from hotel and golf resort operations

The income from rental of rooms, subscription and green fees, rental of golfing facilities and other related
income are recognised on an accrual basis.

(vii) Dividend income

Dividend income is recognised when the Group’s right to receive payment is established.

(viii) Management fees

Management fees are recognised when services are rendered.

(ix) Interest income and profit from Islamic deposit

Interest income is recognised as it accrues, using the effective interest method.

(x) Project management fee

The project management fee is recognised based on certain percentage of the gross sales value of the
development project.

(xi) Government grant

Government grant are recognised on an accrual basis as describe in Note 2(t).

(o) Employee benefits

(i) Short-term employee benefits

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.

(ii) State plans

The Group’s 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.

(p) 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.

106
 2. Significant accounting policies (continued)

(p) Borrowing costs (continued)

Borrowing costs that are 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.

(q) Earnings per ordinary share

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. 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.

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 convertible notes and share options granted to employees.

(r) Operating segment

A segment is a distinguishable component of the Group that is engaged either in providing products or services
(business segment), or in providing products or services within a particular economic environment (geographical
segment), which is subject to risks and rewards that are different from those of other segments.

(s) Equity instruments

Instruments classified as equity are measured at cost on initial recognition and are not remeasured subsequently.

(i) Issue expenses

Costs directly attributable to the issue of instruments classified as equity are recognised as a deduction
from equity.

(ii) Ordinary shares

Ordinary shares are classified as equity.

(t) Government grant

Government grants are in respect of advances and subsidies awarded by the Government for the upgrading of
green and golf course. Grants that compensate expenses incurred are recognised as income to match the costs
that it is intended to compensate.

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 Annual Report 2014

2. Significant accounting policies (continued)

(t) Government grant (continued)

An asset-related grant is recorded as a deduction against the carrying amount of the related asset which is
subsequently recognised in income by way of reduced depreciation charges.

(u) Fair value measurement

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 participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that
would use the asset in its highest and best use.

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as
possible. Fair value are categorised into different levels in a fair value hierarchy based on the input 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.

108
 3. Property, plant and equipment

* Land, buildings Instruments,

and estate plant and machinery
development expenditure and site equipment
RM RM

Group
Cost

At 1 January 2013 57,006,384 46,534,704

Additions 601,206 2,738,184
Disposals - -
Write off - -

At 31 December 2013/ 1 January 2014 57,607,590 49,272,888

Additions 26,937 1,620,733
Disposals - (717,702)
Write off - -
Adjustments ^ (1,638,329) (1,534)

At 31 December 2014 55,996,198 50,174,385

Accumulated depreciation

At 1 January 2013 10,184,245 32,840,366

Depreciation charge for the year (Note 22) 716,730 3,080,060
Depreciation capitalised in construction
contract costs (Note 18.1) - -
Disposals - -
Write off - -

At 31 December 2013/1 January 2014 10,900,975 35,920,426

Depreciation charge for the year (Note 22) 1,331,543 2,288,358
Depreciation capitalised in construction
contract costs (Note 18.1) - -
Disposals - (717,509)
Write off - -
Adjustments ^ (1,077,993) (6,131)

At 31 December 2014 11,154,525 37,485,144

Carrying amounts

At 31 December 2013/1 January 2014 46,706,615 13,352,462

At 31 December 2014 44,841,673 12,689,241

# Others comprise furniture and fittings, electrical installations and office equipment as well as renovation.
^ Adjustments comprise reclassifications and changes to previously recorded amounts.

109
 Annual Report 2014

Construction
# Others Motor vehicles work-in-progress Total
RM RM RM RM

8,455,407 7,947,060 95,177 120,038,732

789,086 749,283 - 4,877,759
(121,805) (345,532) - (467,337)
(23,151) - - (23,151)

9,099,537 8,350,811 95,177 124,426,003

3,427,867 1,366,821 - 6,442,358
(726,498) (628,375) - (2,072,575)
(348,402) (129,829) - (478,231)
134,598 9,247 - (1,496,018)

11,587,102 8,968,675 95,177 126,821,537

7,295,034 6,845,530 - 57,165,175

522,221 351,731 - 4,670,742

- 152,509 - 152,509
(119,400) (345,530) - (464,930)
(21,713) - - (21,713)

7,676,142 7,004,240 - 61,501,783

866,455 462,885 - 4,949,241

- 182,286 - 182,286
(723,344) (515,932) - (1,956,785)
(336,630) (116,703) - (453,333)
(314,408) (90,463) - (1,488,995)

7,168,215 6,926,313 - 62,734,197

1,423,395 1,346,571 95,177 62,924,220

4,418,887 2,042,362 95,177 64,087,340

110
 3. Property, plant and equipment (continued)

* Land, buildings and estate development expenditure for the Group

Freehold Long term

land leasehold land Office building
RM RM RM

Group
Cost

At 1 January 2013 3,513,402 8,578,151 11,161,953

Additions - - -

At 31 December 2013/ 1 January 2014 3,513,402 8,578,151 11,161,953

Additions - - -
Adjustments ^ 409,643 (2,262,265) 1,127,903

At 31 December 2014 3,923,045 6,315,886 12,289,856

Accumulated depreciation

At 1 January 2013 - 2,107,272 1,895,930

Depreciation charge for the year - 75,000 56,977

At 31 December 2013/ 1 January 2014 - 2,182,272 1,952,907

Depreciation charge for the year - 78,949 278,844
Adjustments ^ - (1,286,206) 703,685

At 31 December 2014 - 975,015 2,935,436

Carrying amounts

At 31 December 2013/ 1 January 2014 3,513,402 6,395,879 9,209,046

At 31 December 2014 3,923,045 5,340,871 9,354,420

111
 Annual Report 2014

Club house, Estate

chalets and development
Golf course other buildings expenditure Total
RM RM RM RM

9,605,754 23,286,445 860,679 57,006,384

- 601,206 - 601,206

9,605,754 23,887,651 860,679 57,607,590

- 26,937 - 26,937
- (913,610) - (1,638,329)

9,605,754 23,000,978 860,679 55,996,198

- 5,320,365 860,678 10,184,245

- 584,753 - 716,730

- 5,905,118 860,678 10,900,975

- 973,750 - 1,331,543
- (495,472) - (1,077,993)

- 6,383,396 860,678 11,154,525

9,605,754 17,982,533 1 46,706,615

9,605,754 16,617,582 1 44,841,673

112
 3. Property, plant and equipment (continued)

Long term Estate

leasehold development
land Office building expenditure
RM RM RM

Company
Cost

At 1 January 2013 6,000,000 11,457,680 860,679

Additions - - -
Write off - - -
Disposals - - -

At 31 December 2013/ 1 January 2014 6,000,000 11,457,680 860,679

Additions - - -

At 31 December 2014 6,000,000 11,457,680 860,679

Accumulated depreciation

At 1 January 2013 787,500 2,062,380 860,679

Depreciation charge for the year (Note 22) 75,000 229,154 -
Write off - - -
Disposals - - -

At 31 December 2013 862,500 2,291,534 860,679

Depreciation charge for the year (Note 22) 75,000 229,154 -

At 31 December 2014 937,500 2,520,688 860,679

Carrying amounts

At 31 December 2013/ 1 January 2014 5,137,500 9,166,146 -

At 31 December 2014 5,062,500 8,936,992 -

# Others comprise furniture and fittings, electrical installations and office equipment as well as renovation

113
 Annual Report 2014

Plant and
machinery # Others Motor vehicles Total
RM RM RM RM

3,343,160 1,512,444 1,026,759 24,200,722

- 413,758 93,820 507,578
- (2,890) - (2,890)
- (116,775) (173,707) (290,482)

3,343,160 1,806,537 946,872 24,414,928

- 2,170,339 235,542 2,405,881

3,343,160 3,976,876 1,182,414 26,820,809

3,008,844 1,191,454 712,930 8,623,787

334,315 149,720 117,406 905,595
- (2,168) - (2,168)
- (114,416) (173,706) (288,122)

3,343,159 1,224,590 656,630 9,239,092

- 426,992 136,147 867,293

3,343,159 1,651,582 792,777 10,106,385

1 581,947 290,242 15,175,836

1 2,325,294 389,637 16,714,424

114
 3. Property, plant and equipment (continued)

3.1 Assets under finance lease

During the financial year, the Group and the Company acquired property, plant and equipment by the
following means :

Group Company

2014 2013 2014 2013

RM RM RM RM

Finance lease 299,519 1,599,800 - -

Cash and cash

equivalents 6,142,839 3,277,959 2,405,881 507,578

6,442,358 4,877,759 2,405,881 507,578

Included in the carrying amount of property, plant and equipment are the following assets acquired under
finance lease :

Group Company

2014 2013 2014 2013

RM RM RM RM

Plant and
machinery 2,964,378 3,184,873 - -

Motor vehicles 383,290 222,334 - 1

3,347,668 3,407,207 - 1

Details of the terms and conditions of the finance lease arrangements are disclosed in Note 17.

3.2 Security

Property, plant and equipment of the Group/Company with the carrying amount of RM13,999,492
(2013 : RM14,303,646) is pledged as security for borrowing (Note 17).

During the financial year, the borrowing has been fully settled and title deed of the asset pledged was in the
process of being discharged to the Group/Company.

3.3 Fully depreciated assets

Included in property, plant and equipment of the Group and the Company are fully depreciated assets which are
still in use costing RM35,052,955 (2013 : RM30,190,664) and RM1,313,745 (2013 : RM1,267,915) respectively.

115
 Annual Report 2014

4. Investment property - Company

Freehold land Buildings Total

RM RM RM

Cost

At 1 January 2013/
31 December 2013 700,000 8,608,849 9,308,849

At 1 January 2014/
31 December 2014 700,000 8,608,849 9,308,849

Accumulated
depreciation

At 1 January 2013 - 860,885 860,885

Depreciation charge for
the year (Note 22) - 172,177 172,177

At 31 December 2013/
1 January 2014 - 1,033,062 1,033,062

Depreciation charge for

the year (Note 22) - 172,177 172,177

At 31 December 2014 - 1,205,239 1,205,239

Carrying amount

At 31 December 2013/
1 January 2014 700,000 7,575,787 8,275,787

At 31 December 2014 700,000 7,403,610 8,103,610

The following are recognised in profit or loss in respect of investment property :

2014 2013
RM RM

Rental income 120,000 120,000

Direct operating expenses :
- income generating investment property 184,187 184,187

116
 4. Investment property - Company (continued)

4.1 Fair value information

Investment property comprises serviced apartment that is leased to a subsidiary to earn rental income or held
for capital appreciation. The fair value of serviced apartment is classified as level 3 where there have been no
recent transactions of similar properties at or near reporting date. The fair value of the investment property of
the Company as at 31 December 2014 is determined as RM15,000,000 (2013: RM17,000,000).

Fair value is determined by the independent external valuer, fair value is determined based on comparable
transactions with relevant adjustments being made to key attributes such as the timing of the transaction, land
size and shape, accessibility of the location, zoning and etc.

5. Investment in subsidiaries - Company

2014 2013
RM RM

Unquoted shares, at cost 57,257,531 57,257,531

Accumulated impairment losses (1,100,002) (1,000,002)

56,157,529 56,257,529

Movement in impairment losses :

2014 2013
RM RM

At 1 January 1,000,002 500,002

Charge for the year (Note 22) 100,000 500,000

At 31 December 1,100,002 1,000,002

117
 Annual Report 2014

5. Investment in subsidiaries - Company (continued)

5.1 The details of the subsidiaries are as follows :

Name of subsidiaries Country of Principal activities Effective ownership

incorporation interest and voting interest

2014 2013
% %

Darulaman Realty Malaysia Property development, 100 100

Sdn Bhd** investment holding and
project management
services

Kedah Sato Sdn Bhd Malaysia Building and general 100 100
contractor

Bina and Kuari (K) Malaysia Granite quarry operator 100 100
Sdn Bhd and civil engineering
contractor

Darulaman Golf Resort Malaysia Golf resort owner and 99 99

Berhad (DGRB)* operator

Kedah Holdings Sdn Bhd Malaysia Property development 100 100

and property investment

BDB Construction Malaysia General contractor 100 100

Sdn Bhd

BDB Quarry Sdn Bhd Malaysia Sand and granite quarry 100 100
operator, and supplying
construction materials.
During the year, the
Company has temporary
ceased its operation.

BDB Hotels Sdn Bhd** Malaysia Hotel business 100 100

BDB Trading Sdn Bhd** Malaysia Dormant 100 100

PT Darulaman ^ Indonesia Liquidated - 100

* 52,218 ordinary shares of RM100 each which is equivalent to 99% is held by subsidiaries of the Company.
^ Held through Syarikat Bina and Kuari (K) Sdn Bhd and BDB Quarry Sdn Bhd with 80% and 20% equity
interest respectively.
** The Company has provided financial support to these subsidiaries.

118
 5. Investment in subsidiaries - Company (continued)
5.2 Non-controlling interest in a subsidiary

The Group’s subsidiary that have material non-controlling interests (“NCI”) is as follows :

2014 2013
RM RM

NCI percentage of ownership interest 1% 1%

and voting interest - DGRB

Carrying amount of NCI 8,060,562 8,068,000

Loss allocated to NCI 7,438 3,476

Summarised financial information

before intra-group elimination :

As at 31 December

Non-current assets 14,457,455 14,819,779

Current assets 1,367,188 832,477

Non-current liabilities (51,589) (33,152)

Current liabilities (8,076,114) (7,341,080)

Net assets 7,696,940 8,278,024

Year ended 31 December

Revenue 3,569,556 3,657,908

Loss for the year and comprehensive

expense 581,083 271,590

Cash flows used in operating activities (158,251) (430,244)

Cash flows used in investing activities (123,337) (49,025)

Cash flows from financing activities 222,687 92,002

Net decrease in cash and cash

equivalents (58,901) (387,267)

Dividend paid to NCI - -

119
 Annual Report 2014

6. Interest in unincorporated joint venture - Group

2014 2013
RM RM

At 1 January 449,802 451,207

Share of loss (2,503) (1,405)
Distribution (447,299) -

At 31 December - 449,802

Summary of financial information of the unincorporated joint venture is as follows :

2014 2013
RM RM

Current assets 696,200 2,304,249

Current liabilities (696,200) (813,368)

The interest of the Group in jointly controlled entity is listed below :

Unincorporated joint venture Principal activities Profit sharing rate (%)

2014 2013

TH Universal Builders - Bina Darulaman Design, construction,

30 30
Berhad J.V. (held by the Company ) equipping, commissioning
and maintenance of a new
Sungai Petani Hospital

The unincorporated joint venture has started the dissolution process. Full distribution has been made during
the year.

7. Other investments

Group Company

2014 2013 2014 2013

RM RM RM RM
Financial assets
at fair value through
profit or loss :

- Held for trading 2,546,837 5,381,811 2,373,800 5,177,168

120
 8. Land held for property development

Freehold land Leasehold land Total

RM RM RM

Group

At 1 January 2013 83,403,257 26,333,584 109,736,841

Additions 1,773,792 421,117 2,194,909

Transfer to cost of sales (13,334,449) - (13,334,449)
Transfer to property
development cost
(Note 11) (348,480) - (348,480)
Reclassification 12,639,956 (12,639,956) -

At 31 December 2013/ 84,134,076 14,114,745 98,248,821

1 January 2014

Additions 165,533,886 45,483,000 211,016,886

Transfer to cost of sales (85,670) (13,693,627) (13,779,297)
Transfer to property
development costs
(Note 11) (18,474,747) - (18,474,747)

At 31 December 2014 231,107,545 45,904,118 277,011,663

Company

At 1 January 2013 - 13,693,628 13,693,628

Additions - 421,117 421,117

At 31 December 2013/
1 January 2014 - 14,114,745 14,114,745

Additions 156,544,605 45,483,000 202,027,605

Disposal - (13,693,627) (13,693,627)

156,544,605 45,904,118 202,448,723

121
 Annual Report 2014

8. Land held for property development

8.1 Other outgoing costs

Included in land held for property development of the Group and Company are amount of RM37,762,838
(2013 : RM31,952,226) and RM47,544 (2013 : RM735,567) respectively representing other outgoing
cost incurred.

8.2 Security

Freehold land of the Group with carrying amount of RM5,640,519 (2013 : RM5,640,519) are pledged as security
for borrowings (Note 17).

8.3 Title deed

The title deed to the land held for property development with a carrying amount of RM202,020,000 (2013 : Nil) has
yet to be issued under the name of the Company.

8.4 Joint venture arrangement

Included in land held for property development is an amount of RM17,181,523 (2013 : RM24,916,845) representing
freehold land and development expenditure incurred for a joint venture project.

The joint venture agreement is with the ultimate holding company whereby the Group acquired a piece of
land from the ultimate holding company for mixed development purposes. The profits, if any, from the joint
venture project is to be shared at the following proportion by the two parties and are payable on percentage of
completion basis.

2014 2013

The Group 80% 80%

Ultimate holding company 20% 20%

Losses, if any, from the joint venture project will be borne by the Group.

122
 9. Deferred tax assets/(liabilities)

Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following :

Assets Liabilities Net

Group 2014 2013 2014 2013 2014 2013

RM RM RM RM RM RM

Capital allowance 384,271 - - - 384,271 -

carry-forwards

Property, plant and

equipment
- capital allowances - - (2,457,297) (2,127,596) (2,457,297) (2,127,596)

Other temporary
differences 1,698,888 1,064,509 - - 1,698,888 1,064,509

Tax assets/ 2,083,159 1,064,509 (2,457,297) (2,127,596) (374,138) (1,063,087)

(liabilities)

Set-off of tax (1,778,289) (337,246) 1,778,289 337,246 - -

304,870 727,263 (679,008) (1,790,350) (374,138) (1,063,087)

2014 2013
RM RM
Company

Deferred tax asset

Other temporary differences 133,807 634,111

Deferred tax assets and liabilities are offset when there are legally enforceable rights to set off current tax assets
against current tax liabilities and when the deferred taxes relate to the same taxation authority. Deferred tax assets
are recognised to the extent that it is probable that future taxable profits will be available against which the temporary
differences can be utilised.

123
 Annual Report 2014

9. Deferred tax assets/(liabilities) (continued)

Recognised deferred tax assets and liabilities (continued)

Movements in temporary differences during the year are as follows :

At 31
December
Charged to 2013/ Charged to At 31
At 1 January profit or loss 1 January profit or loss December
2013 (Note 25) 2014 (Note 25) 2014
(RM) (RM) (RM) (RM) (RM)

Group

Capital allowance - - - 384,271 384,271

carry-forwards
Property, plant and
equipment-capital
allowances (2,277,508) 149,912 (2,127,596) (329,701) (2,457,297)
Other temporary
differences 151,540 912,969 1,064,509 634,379 1,698,888

(2,125,968) 1,062,881 (1,063,087) 688,949 (374,138)

Company

Other temporary
differences 166,916 467,195 634,111 (500,304) 133,807

Unrecognised deferred tax assets

No deferred tax assets have been recognised for the following items (stated at gross) :

Group Company

2014 2013 2014 2013

RM RM RM RM

Tax losses
carry-forwards 7,846,000 9,039,000 1,806,000 3,853,000
Capital allowances
carry-forwards 15,335,000 15,057,000 - -
Other temporary
differences 304,000 277,000 - -

23,485,000 24,373,000 1,806,000 3,853,000

The tax losses carry-forwards, capital allowances carry-forwards and other temporary differences 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 profits will be available against which the subsidiaries and the Company can utilise
the benefits therefrom.

The comparative figures have been restated to reflect the revised tax losses carry-forwards, capital allowances
carry-forwards and other temporary differences available to the subsidiaries and the Company.

124
 10. Trade and other receivables

Note Group Company

2014 2013 2014 2013

RM RM RM RM
Non-current
Trade
Amounts due from a
related party 10.1 286,521,531 253,441,162 - -

Non-trade
Other receivables - 526,250 - -

286,521,531 253,967,412 - -

Current
Trade
Third parties 93,472,420 59,182,194 849,182 399,389
Accrued billings 20,144,434 2,095,769 - -
Amount due from
related parties 10.1 27,032,431 58,274,197 - -
Amount due from
ultimate holding
company 10.2 6,329,778 3,697,414 - -

146,979,063 123,249,574 849,182 399,389

Less : Allowance
for impairment (11,724,482) (5,567,305) - -

135,254,581 117,682,269 849,182 399,389

Construction
contracts :
Amount due from
contract customers
(Note 18.1) 10,334,925 43,203,289 - -

Retention sums 3,117,966 5,050,874 - -

148,707,472 165,936,432 849,182 399,389

125
 Annual Report 2014

10. Trade and other receivables (continued)

Note Group Company

2014 2013 2014 2013

RM RM RM RM

Non-trade
Amount due from
ultimate holding
company 10.3 - 3,797,451 - -
Amount due from
subsidiaries 10.3 - - 44,665,461 47,120,639

Prepayments 338,370 72,009 41,652 31,589

Refundable
deposits 13,643,441 2,435,998 11,186,281 932,198
Other receivables 11,744,923 17,072,935 8,759,197 1,475,881

25,726,734 23,378,393 64,652,591 49,560,307

Less : Allowance
for impairment
- third parties (444,803) (699,870) (52,854) (52,854)
- subsidiaries - - (1,982,994) (1,420,998)

25,281,931 22,678,523 62,616,743 48,086,455

173,989,403 188,614,955 63,465,925 48,485,844

10.1 Amount due from related parties

Included in non-current and current trade receivable is an amount of RM308,796,065 (2013 : RM311,715,359)
due from a related party of the Group is amount due from the Kedah State Government for the Kolej
Universiti Insaniah (KUIN) project completed during 2013 which are unsecured, subject to fixed interest at
4.20% (2013 : 4.20%) per annum. The Group has granted deferred payment terms and the receivables are
recognised based on their net present values discounted at a rate of 5.96% (2013 : 5.96%) per annum. The
discount rate was estimated based on cost of borrowings on inception date.

During the financial year, the management has made its best estimate of the total contract amount to be
received on deferred payment terms from a related party, upon completion of the contract. Any revision of
the amount subsequent to the reporting date will be taken to profit or loss as an adjustment against future
income receivable from the related party.

10.2 Amount due from ultimate holding company

The trade amount due from ultimate holding company is subject to normal trade terms.

10.3 Amounts due from ultimate holding company and subsidiaries

The non-trade amounts due from ultimate holding company and subsidiaries are unsecured, interest-free
and repayable on demand.

126
 11. Property development costs - Group

2014 2013
RM RM
At 1 January

Land 11,177,595 10,829,115

Development costs 221,749,733 221,247,054
Accumulated costs charged to profit or loss (156,516,284) (190,121,250)

76,411,044 41,954,919

Add :
Development costs incurred during the year 60,172,241 105,294,968
Transfer from land held for property
development (Note 8) 18,474,747 348,480

78,646,988 105,643,448

Less :
Costs charged to profit or loss (102,142,330) (71,187,323)
Transfer to inventories (12,551,211) -

(114,693,541) (71,187,323)

At 31 December * 40,364,491 76,411,044

2014 2013
RM RM
* This amount comprises :

Freehold land 2,485,406 11,177,595

Development costs 82,990,382 221,749,733
Accumulated costs charged to profit or loss (45,111,297) (156,516,284)

40,364,491 76,411,044

11.1 Development costs incurred during the year

Included in the development costs incurred during the year are the following costs:

2014 2013
RM RM

Interest expense 804,774 550,154

127
 Annual Report 2014

11. Property development costs - Group (continued)

11.2 Estimates and judgements

The Group recognised property development revenue and expenses in profit or loss by using the stage of
completion method. The stage of completion is determined by the proportion that property development costs
incurred for work performed to date compared to the estimated total property development costs.

Significant judgement is required in determining the stage of completion, the extent of the property
development costs incurred, the estimated total property development revenue and costs, as well as the
recoverability of the development projects. In making the judgement, the Group evaluates based on past
experience and by relying on the work of specialists.

12. Inventories - Group

Group Company

2014 2013 2014 2013

RM RM RM RM

At cost :
Properties held for 8,473,937 12,295,713 - -
sale
Work-in-progress 7,123,000 - 7,123,000 -
Consumables and 1,649,500 1,288,848 - -
spares
Building materials 4,320,812 2,867,742 - -

21,567,249 16,452,303 7,123,000 -

During the year, the amount of inventories recognised as an expense in cost of sales of the Group was
RM19,179,304 (2013 : RM10,906,278).

128
 13. Deposits with licensed banks

Group Company

2014 2013 2014 2013

RM RM RM RM

Aged more than 4,702,629 1,140,354 - -

3 months
Aged within 3 months 21,291,723 46,710,851 - 9,644,295

25,994,352 47,851,205 - 9,644,295

Deposits placed with the licensed banks which are government-related entities amounted to RM13,697,170
(2013 : RM18,348,228).

Deposits of the Group amounted to RM5,713,972 (2013 : RM17,700,310) are pledged for bank facilities granted
to the Group.

14. Cash and bank balances

Included in cash and bank balances of the Group are amounts of RM6,386,641 (2013 : RM20,817,531), where the
utilisation is subject to the Housing Developers (Housing Development Account) (Amendment) Regulations 2002.

Cash and bank balances placed in banks which are government-related entitles amounted to RM34,266,508
(2013 : RM33,675,491).

15. Share capital - Group/Company

2014 2013

Amount Number of Amount Number of

RM shares RM shares

Ordinary shares of
RM1 each
Authorised :
At 1 January 100,000,000 100,000,000 100,000,000 100,000,000

Created during
the year 300,000,000 300,000,000 - -

At 31 December 400,000,000 400,000,000 100,000,000 100,000,000

Issued and
fully paid :

Balance at 1 January/ 72,815,856 72,815,856 72,815,856 72,815,856

31 December

129
 Annual Report 2014

15. Share capital - Group/Company (continued)

Share capital

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. All ordinary shares rank equally with regard to the Company’s
residual assets.

16. Reserves

Group Company

2014 2013 2014 2013

RM RM RM RM

Non-distributable :
Share premium 17,062,137 17,062,137 17,062,137 17,062,137
Exchange fluctuation
reserve - 10,278 - -

17,062,137 17,072,415 17,062,137 17,062,137

Distributable :
Retained earnings 194,412,038 175,341,431 52,072,229 38,697,563

211,474,175 192,413,846 69,134,366 55,759,700

The movements in the reserves are disclosed in statements of changes in equity.

Share premium

Share premium comprise the premium paid on subscription of shares in the Company over and above the par
value of the shares.

Exchange fluctuation reserve

The exchange fluctuation reserve comprise all foreign currency differences arising from the translation of the
financial statements of foreign operations.

130
 17. Loans and borrowings

Group Company

2014 2013 2014 2013

RM RM RM RM

Current

Secured :
Finance lease
liabilities 957,245 1,111,453 - 16,772

Term loans :
Term loan 1 - 15,000,000 - 15,000,000
Term loan 2 26,976,379 - - -
Revolving credit 14,000,000 9,000,000 - -

41,933,624 25,111,453 - 15,016,772

Non-current

Secured :
Finance lease
liabilities 334,406 990,946 - 19,140
Term loans :
Term loan 2 269,171,503 317,090,025 - -

269,505,909 318,080,971 - 19,140

311,439,533 343,192,424 - 15,035,912

17.1 Security

Term loan 1

The term loan agreement was entered into with Affin Islamic Bank on 13 July 2009 to refinance existing
Murabahah Commercial Paper in relation to working capital purposes and secured by way of :

(a) Islamic facility agreement stamped for RM60,000,000;

(b) Lease and insurance assignment over Menara Bina Darulaman Berhad.

Term loan 2

Term loan 2 relates to Syndicated Islamic Financing Facility up to RM330 million, (RM200 million by Bank
Islam Malaysia Berhad and RM130 million by Affin Islamic Bank) for the Kolej Universiti Insaniah (KUIN)
project and is secured by way of :

(a) first legal charge over the KUIN Campus;

(b) deposits pledged with licensed banks as disclosed in Note 13;

131
 Annual Report 2014

17. Loans and borrowings (continued)

17.1 Security (continued)

Term loan 2 (continued)

(c) letter of comfort from Kedah State Government;

(d) letter of support from the holding corporation;
(e) assignment of project site rights; and
(f) a first fixed charge over the Designated Accounts.

Revolving credit

Revolving credit relates to facility from Affin Islamic Bank for working capital purpose. Revolving credit is
secured by a fixed and floating charge over the assets of a subsidiary.

17.2 Finance lease liabilities - Group/Company

Finance lease liabilities are payable as follows :

2014 2013

Present Present
Future value of Future value of
minimum minimum minimum minimum
lease lease lease lease
payments Interest payments payments Interest payments
RM RM RM RM RM RM

Group

Less than
1 year 1,001,598 44,353 957,245 1,204,611 93,158 1,111,453
Between 1
and 5 years 354,242 19,836 334,406 1,021,090 30,144 990,946

1,355,840 64,189 1,291,651 2,225,701 123,302 2,102,399

Company

Less than
1 year - - - 18,192 1,420 16,772
Between 1
and 5 years - - - 19,692 552 19,140

- - - 37,884 1,972 35,912

132
 18. Trade and other payables

Note Group Company

2014 2013 2014 2013

RM RM RM RM

Trade

Trade payables 122,308,916 132,742,192 341,354 76,094

Progress billing 7,533,932 - - -

Amount due
to contract
customers 18.1 161,255 2,629,282 - -

130,004,103 135,371,474 341,354 76,094

Non-trade

Other payables
and accruals 18.3 221,686,760 48,418,030 206,745,391 10,366,682

Refundable
deposits 1,280,238 1,309,339 995,637 974,139

Amount due to
related companies 18.2 29,763 29,763 9,971,497 3,989,081

Dividend payable 15,506 15,540 15,506 15,540

223,012,267 49,772,672 217,728,031 15,345,442

353,016,370 185,144,146 218,069,385 15,421,536

133
 Annual Report 2014

18. Trade and other payables (continued)

18.1 Amount due from/to contract customers

2014 2013
RM RM

Construction contract costs

incurred to date 551,046,844 609,292,190

Attributable profits 32,430,797 50,565,188

583,477,641 659,857,378

Less : Progress billings (573,303,971) (619,283,371)

10,173,670 40,574,007

Represented by :

Amount due from contract customers

(Note 10) 10,334,925 43,203,289

Amount due to contract customers (161,255) (2,629,282)

10,173,670 40,574,007

The cost incurred to date on construction contracts included the following charges made during the
financial year :

2014 2013
RM RM

Depreciation (Note 3) 182,286 152,509

Hire of plant and machinery 1,165,479 244,346
Rental of premises 29,685 55,118
Interest expense (Note 21) 14,499 2,064,550
Employee benefit expenses 729,178 592,412

18.2 Amount due to related companies

The non-trade amounts due to related companies are unsecured, interest-free and payable on demand.

18.3 Other payables and accruals

Included in other payables and accruals of the Group and the Company is an amount of RM202,020,000
(2013 : Nil), payable to ultimate holding company for acquisition of land during the financial year as disclosed
in Note 33. The repayment of the amount will be settled in accordance with the corporate exercise disclosed
in Note 33.

134
 19. Revenue

Group Company

2014 2013 2014 2013

RM RM RM RM

Sales of development
properties and land 165,472,595 104,371,240 20,792,000 -
Revenue from sand
quarry, road paving
and premix aggregate 85,000,812 100,672,830 - -
Revenue from
construction contracts 70,761,096 67,797,816 -
Revenue from golf -
resort and hotel
operations 3,907,663 4,605,003 - -
Sales of oil palm fresh
fruit bunches 2,514,004 3,260,997 1,987,522 2,521,857
Management fees
from subsidiaries - - 792,000 792,000
Dividend income from
subsidiaries - - 20,100,000 17,500,000
Others 1,222,615 294,306 - -

328,878,785 281,002,192 43,671,522 20,813,857

20. Costs of sales

Group Company

2014 2013 2014 2013

RM RM RM RM

Cost of development
properties and
land sold 135,261,719 86,130,524 13,693,627 -
Sand quarry, road
paving and premix
aggregate costs 64,114,305 91,322,648 - -
Construction
contract costs 61,573,273 53,701,899 - -
Cost of golf resort and
hotel operations 2,631,202 4,161,286 - -
Cost of oil palm fresh
fruit bunches sold 1,177,671 1,599,661 891,194 1,312,386
Others 1,785,578 303,710 - -

266,543,748 237,219,728 14,584,821 1,312,386

135
 Annual Report 2014

21. Finance costs

Group Company

2014 2013 2014 2013

RM RM RM RM

Interest expense on :
- Bank loans and
bank overdrafts 1,109,159 586,680 - -

- Obligations under
finance lease 109,044 146,156 1,173 2,489

Profit payable on
Islamic loans 17,371,287 17,350,933 487,603 1,384,644

Less : Interest
expense capitalised in 18,589,490 18,083,769 488,776 1,387,133

- construction contract
costs (Note 18.1) (14,499) (2,064,550) - -

- property
development costs
(Note 11.1) (804,774) (550,154) - -

17,770,217 15,469,065 488,776 1,387,133

136
 22. Profit before tax

Profit before tax is arrived at :

Group Company

2014 2013 2014 2013

RM RM RM RM
After charging :

Auditors’ remuneration
- Statutory audit 242,000 174,500 75,000 45,000
- Other services 160,000 35,500 160,000 10,000

Depreciation of :
- property, plant and
equipment (Note 3) 4,949,241 4,670,742 867,293 905,595
- investment
property (Note 4) - - 172,177 172,177

Property, plant and

equipment written off
(net of adjustments) 31,921 1,438 - 722

Impairment loss
on investments in
subsidiaries (Note 5) - - 100,000 500,000

Loss on disposal of
other investments - 45,118 - -

Loss on re-estimation
of present value
on non-current
receivables - 11,800,587 - -

Operating lease
- minimum lease
payments for :
- land and buildings 107,494 208,370 128,370 128,370
- plant and
machinery 20,198 5,095 - -
- office equipment 19,440 16,128 19,440 16,178

Office rental - 10,350 96,178 3,000

Allowance for
impairment on :
- trade receivables 6,852,721 167,433 566,985 1,394,277
- other receivables - 72,091 - -

137
 Annual Report 2014

22. Profit before tax (continued)

Group Company

2014 2013 2014 2013

RM RM RM RM

Bad debts written off 2,708,951 - - -

Share of loss of
unincorporated joint
venture 2,503 1,405 - -

Royalties and tributes 911,080 1,113,149 - -

and after crediting :

Government grant 185,950 1,164,732 - -

Rental income from

other property 954,761 588,229 1,258,013 723,445

Rental income from

machinery 7,000 39,395 - -

Gain on disposal of
property, plant and
equipment 199,048 38,832 - 28,619

Interest income 1,912,288 3,075,596 1,005,797 1,593,055

Unwinding of discount
on non current
receivables 23,861,226 25,367,137 - -

Dividend income from

6,392 21,811 - -
other investments

Changes in fair value

- 17,836 - -
of other investments

Project management
40,475 - 40,475 -
fees

354,736 -
Bad debts recovered 1,582,211 4,989

Reversal of
impairment loss of
- - -
trade receivables 2,245,224

138
 23. Employee benefits

Group Company

2014 2013 2014 2013

RM RM RM RM

Personnel expense
(including key
management
personnel)

Wages and salaries 16,039,945 13,323,750 3,497,731 2,095,389

Social security costs 289,191 145,655 24,855 15,257

Contributions to
defined contribution
plan 2,095,210 1,999,442 366,561 237,377

Other benefits 2,175,979 1,734,399 679,892 226,642

20,600,325 17,203,246 4,569,039 2,574,665

139
 Annual Report 2014

24. Key management personnel compensation

The key management personnel compensation are as follows:

Group Company

2014 2013 2014 2013

RM RM RM RM

Executive directors :
Fees 36,000 - 36,000 -
Salaries and other
emoluments 600,358 609,917 521,458 602,917

636,358 609,917 557,458 602,917

Non-Executive
directors :
Fees 400,317 185,000 117,000 123,000
Other emoluments 238,850 236,800 208,500 190,250

639,167 421,800 325,500 313,250

Total directors’
remuneration 1,275,525 1,031,717 882,958 916,167
Estimated monetary
value of benefits-in-
kind 6,425 9,750 6,425 9,750

Total directors’
remuneration including
benefits-in-kind 1,281,950 1,041,467 889,383 925,917

Senior management of
the Group :
Salaries and other
emoluments 1,899,938 1,303,819 1,077,370 555,162

3,181,888 2,345,286 1,966,753 1,481,079

140
 25. Tax expense

Recognised in profit or loss

Group Company

2014 2013 2014 2013

RM RM RM RM

Income tax expense 9,702,198 8,175,024 609,817 3,696,771

Major components of income tax expense include :

Group Company

2014 2013 2014 2013

RM RM RM RM

Current tax expense

- Current year 10,763,310 9,386,088 - 4,236,503

- (Over)/Under
provision in prior
years (372,163) (148,183) 109,513 (72,537)

10,391,147 9,237,905 109,513 4,163,966

Deferred tax expense

- Origination and
reversal of
temporary
differences (1,205,936) (528,417) 93,234 (465,838)
- Under/(Over)
provision in
prior years 516,987 (534,464) 407,070 (1,357)

(688,949) (1,062,881) 500,304 (467,195)

Total income tax

expense 9,702,198 8,175,024 609,817 3,696,771

141
 Annual Report 2014

25. Tax expense (continued)

Reconciliation of tax expense

Group Company

2014 2013 2014 2013

RM RM RM RM

Profit before tax 33,862,477 29,314,815 19,081,593 9,983,346

Tax calculated using

Malaysian tax rate at
25% 8,465,619 7,328,704 4,770,398 2,495,837

Non-deductible
expenses 1,362,618 1,401,562 859,640 1,274,828

Non-taxable income (49,975) (257,086) (5,025,000) -

Effect of deferred tax

assets not recognised 293,616 411,751 - -

Effect of deferred tax

assets previously not
recognised (515,447) (27,260) (511,804) -

Under/(Over) provision
in prior years 144,824 (682,647) 516,583 (73,894)

Others 943 - - -

Income tax expense

recognised in profit
or loss 9,702,198 8,175,024 609,817 3,696,771

26. Earnings per share

The calculation of basic earnings per ordinary share at 31 December 2014 was based on the profit attributable
to ordinary shareholders and a weighted average number of ordinary shares outstanding, calculated as follows :

Group

2014 2013
RM RM

Profit for the year attributable to owners

Number of ordinary shares issued at 1 January/
31 December 24,167,717 21,143,267

Basic earnings per ordinary share (sen) 72,815,856 72,815,856

33.19 29.04

142
 27. Dividends

Total Date of
amount payment
RM

2014
Final single tier dividend of 7.00 sen per share for
financial year 2013 5,097,110 20 May 2014

2013
Final single tier dividend of 7.00 sen per share for
financial year 2012 5,097,110 11 July 2013

At the forthcoming Annual General Meeting, a first and final single-tier dividend in respect of the financial year
ended 31 December 2014, of 3.50 sen on 303,854,977 ordinary shares, totalling RM10,634,924 will be proposed
for shareholders’ approval. The financial statements for the current financial year do not reflect this proposed
dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of
retained earnings in the financial year ending 31 December 2015.

28. Commitments

Group Company

2014 2013 2014 2013

RM RM RM RM

Property, plant
and equipment

Authorised but not 4,901,000 1,807,000 2,693,900 -

contracted for
Contracted but not
provided for 1,560,000 1,632,000 - -

29. Related party disclosures

For the purpose 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 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 or common significant influence. Related parties may be individuals
or other entities.

Key management personnel are 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.

(a) In addition to the related party information disclosed elsewhere in the financial statements, the following
significant transactions between the Group and related parties took place at terms agreed between the
parties during the financial year :

143
 Annual Report 2014

29. Related party disclosures (continued)

Group Company

2014 2013 2014 2013

RM RM RM RM

Subsidiaries :
Rental income - - 255,216 255,216
Dividend income - - 20,100,100 17,500,000
Management fees - - 792,000 792,000
Rendering of
services - - 162,000 126,000
Interest charged - - 582,403 832,562
Rental expenses - - 134,370 131,370

Ultimate holding
company :
Progress billings
charged 5,186,021 8,923,176 - -
Rental of quarry
land 50,000 50,000 - -
Tributes charged 163,062 199,227 - -
Acquisition of land 202,020,000 - 202,020,000 -

Related party
-subsidiaries of
ultimate holding
company :
Insurance paid 1,454,306 1,215,629 407,942 543,247
Property
management fee 89,444 92,011 89,444 92,011
Estate agency fee 229,732 204,128 229,732 204,128

Government-
related financial
institutions :
Interest income 282,103 351,691 - -

State Government-
related entities :
Quit rent and
assessment
Water 1,119,915 1,124,241 59,836 59,836
102,685 67,264 7,273 6,453
Federal
Government-
related entities :
Sewerage
Electricity 57,900 12,765 - 10,291
1,671,442 971,279 167,228 117,704

144
 29. Related party disclosures (continued)
(b) Transaction with Directors and key management personnel

There were no transactions with the Directors and key management personnel other than the remuneration
package paid to them in accordance with the terms and conditions of their appointment as disclosed in
Note 24.

30. Financial instruments

30.1 Categories of financial instruments

The table below provides an analysis of financial instruments categorised as follows :

(a) Loans and receivables (“L&R”);

(b) Fair value through profit and loss (“FVTPL”); and
(c) Financial liabilities measured at amortised cost (“FL”).

Carrying amount L&R FVTPL

RM RM RM

Financial assets
2014
Group

Other investments 2,546,837 - 2,546,837

Trade and other receivables

(excluding amount due
from contract customers,
prepayments and accrued
billings) 429,693,205 429,693,205 -

Deposits with licensed

banks 25,994,352 25,994,352 -

Cash and bank balances 66,305,945 66,305,945 -

524,540,339 521,993,502 2,546,837

Company

Other investments 2,373,800 - 2,373,800

Trade and other receivables

(excluding prepayments) 63,424,273 63,424,273 -

Cash and bank balances 3,093,807 3,093,807 -

68,891,880 66,518,080 2,373,800

145
 Annual Report 2014

30. Financial instruments (continued)

30.1 Categories of financial instruments (continued)

Carrying amount L&R FVTPL

RM RM RM

Financial assets
2013
Group

Other investments 5,381,811 - 5,381,811

Trade and other receivables

(excluding amount due
from contract customers,
prepayments and accrued
billings) 397,211,300 397,211,300 -

Deposits with licensed

banks 47,851,205 47,851,205 -

Cash and bank balances 53,737,438 53,737,438 -

504,181,754 498,799,943 5,381,811

Company

Other investments 5,177,168 - 5,177,168

Trade and other receivables

(excluding prepayments) 48,454,255 48,454,255 -

Deposits with licensed

banks 9,644,295 9,644,295 -

Cash and bank balances 889,193 889,193 -

64,164,911 58,987,743 5,177,168

146
 30. Financial instruments (continued)

30.1 Categories of financial instruments (continued)

Carrying amount FL
RM RM

Financial liabilities
2014
Group

Loans and borrowings 311,439,533 311,439,533

Trade and other payables

(excluding progress billings and
amount due to contract customers) 345,321,183 345,321,183

656,760,716 656,760,716

Company

Trade and other payables 218,069,385 218,069,385

2013
Group

Loans and borrowings 343,192,424 343,192,424

Trade and other payables

(excluding amount due to contract
customers) 182,514,864 182,514,864

525,707,288 525,707,288

Company

Loans and borrowings 15,035,912 15,035,912

Trade and other payables 15,421,536 15,421,536

30,457,448 30,457,448

147
 Annual Report 2014

30. Financial instruments (continued)

30.2 Net gains and losses arising from financial instruments :

Group Company

2014 2013 2014 2013

RM RM RM RM

Net gains/(losses) arising on :

- Fair value through profit

or loss - held for trading - 17,836 - -
- Loans and receivables 16,566,578 20,230,057 443,801 198,778
- Finance liabilities measured
at amortised cost (18,589,490) (18,083,769) (488,776) (1,387,133)

30.3 Financial risk management

The Group has exposure to the following risks from its use of financial instruments :

• Credit risk • Liquidity risk • Interest rate risk

30.4 Credit risk

Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default
on its obligations. The Group’s and the Company’s exposure to credit risk arises primarily from trade and
other receivables. For other financial assets (including other investments, short term deposits and cash and
bank balances), the Group and the Company minimise credit risk by dealing exclusively with counterparties
of high credit rating and good business track record.

The Group’s objective is to seek continual revenue growth while minimising losses incurred due to increased
credit risk exposure. The Group trades only with recognised and creditworthy third parties. It is the Group’s
policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In
addition, receivable balances are monitored on an ongoing basis.

Receivables

Exposure to credit risk

At the reporting date, the Group’s and the Company’s maximum exposure to credit risk is represented by the
carrying amount of each class of financial assets recognised in the statements of financial position.

Credit risk concentration profile

The Group determines concentrations of credit risk by monitoring individual receivables balances on an
ongoing basis.

At the reporting date, approximately 22% (2013: 13%) of the Group’s trade receivables were due from a
group of customers which are past due but not impaired. The Directors of the Company are of the opinion
that no allowance for impairment is necessary as the balances are still considered fully recoverable.

148
 30. Financial instruments (continued)

30.4 Credit risk (continued)

Receivables (continued)

Credit risk concentration profile (continued)

The non-current and current trade amount due from a related party of the Group is amount due from the
Kedah State Government for the Kolej Universiti Insaniah (KUIN) project completed during 2013. The Group
has granted deferred payment terms to the receivables. The Directors of the Company are of the opinion that
no allowance for impairment is necessary as the payments follows repayment schedule.

Other than the above and the amounts due from related companies as disclosed in Note 10, the Group and
Company have no significant concentration of credit risk that may arise from exposures to a single debtor
or to groups of debtors.

Financial assets that are neither past due nor impaired

Trade and other receivables that are neither past due nor impaired are creditworthy debtors with good
payment records with the Group. Cash and cash equivalents and derivatives that are neither past due nor
impaired are placed with or entered into with reputable financial institutions with high credit ratings and no
history of default.

Impairment losses

The Group maintains an ageing analysis in respect of trade receivables (excluded amount due from
customers on construction contract, accrued billings and retention sum) only. The ageing of receivables as
at the end of the reporting period was :

Gross Individual Net

RM impairment RM
RM
2014

Not past due 315,096,689 - 315,096,689

Past due less than 30 days 58,617,662 - 58,617,662
Past due 31 - 60 days 8,287,809 - 8,287,809
Past due 61 - 90 days 6,217,518 - 6,217,518
Past due more than 90 days 25,136,482 (11,724,482) 13,412,000

413,356,160 (11,724,482) 401,631,678

2013

Not past due 322,089,878 - 322,089,878

Past due less than 30 days 17,392,269 - 17,392,269
Past due 31 - 60 days 9,079,873 - 9,079,873
Past due 61 - 90 days 6,981,332 - 6,981,332
Past due more than 90 days 19,051,615 (5,567,305) 13,484,310

374,594,967 (5,567,305) 369,027,662

149
 Annual Report 2014

30. Financial instruments (continued)

30.4 Credit risk (continued)

Receivables (continued)

Impairment losses (continued)

The movements in the allowance for impairment losses of trade receivables during the financial year were :

Group

2014 2013
RM RM

At 1 January 5,567,305 7,659,710

Impairment loss recognised 6,852,721 167,433
Impairment loss reversal - (2,245,224)
Write off (695,544) (14,614)

At 31 December 11,724,482 5,567,305

The allowance account in respect of receivable 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.

Investments and other financial assets

Investments are allowed only in liquid securities and only with counterparties that have a credit rating equal
to or better than the Group.

The maximum exposure to credit risk is represented by the carrying amounts in the statement of financial
position. Management does not expect any counterparty to fail to meet its obligations. The Group does not
have overdue investments that have not been impaired.

The investments and other financial assets are unsecured.

Inter company balances

The Company provides unsecured advances to subsidiaries within the Group. The Company monitors the
results of the subsidiaries regularly.

Financial guarantees

Risk management objectives, policies and processes for managing the risk

The Company provides unsecured financial guarantees to banks in respect of banking facilities granted to
certain subsidiaries and jointly controlled entity. The Company monitors on an ongoing basis the results
of the subsidiaries and jointly controlled entity and repayments made by the subsidiaries and jointly
controlled entity.

150
 30. Financial instruments (continued)

30.4 Credit risk (continued)

Financial guarantees (continued)

Exposure to credit risk, credit quality and collateral

The maximum exposure to credit risk amounts to RM360,250,000 (2013 : RM360,250,000) representing
the outstanding banking facilities to certain subsidiaries 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.

30.5 Liquidity risk

Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligations
due to shortage of funds. The Group’s and the Company’s exposure to liquidity risk arises primarily from
mismatches of the maturities of financial assets and liabilities.

The Group actively manages its debt maturity profile, operating cash flows and the availability of funding so
as to ensure that all refinancing, repayment and funding needs are met. As part of its overall prudent liquidity
management, the Group maintains sufficient levels of cash, cash convertible investments and committed
credit lines to meet its working requirements.

Maturity analysis

The table below summarises the maturity profile of the Group’s and the Company’s financial liabilities as at
the end of the reporting period based on undiscounted contractual payments:

151
 30. Financial instruments (continued)

Carrying Contractual Contractual Under 1-2 2-5 More than

amount interest rates cash flows 1 year years years 5 years
RM % RM RM RM RM RM

2014
Group
Non-derivative financial liabilities
Term loans 296,147,882 5.35 - 5.90 407,707,918 45,297,789 43,677,606 121,764,735 196,967,788
Revolving credit 14,000,000 5.30 - 5.45 14,000,000 14,000,000 - - -
Finance lease liabilities 1,291,651 2.39 - 6.60 1,355,840 1,001,598 212,349 141,893 -
Trade and other payables 345,321,183 - 345,321,183 345,321,183 - - -

656,760,716 768,384,941 405,620,570 43,889,955 121,906,628 196,967,788

Company
Non-derivative financial liabilities
Trade and other payables 218,069,385 - 218,069,385 218,069,385 - - -

2013
Group
Non-derivative financial liabilities
Term loans 332,090,025 5.35 - 6.00 466,681,179 58,973,261 45,297,789 126,452,622 235,957,507
Revolving credit 9,000,000 5.30 - 5.40 9,000,000 9,000,000 - - -
Finance lease liabilities 2,102,399 2.39 - 6.60 2,225,701 1,204,611 928,518 92,572 -
Trade and other payables 182,514,864 - 182,514,864 182,514,864 - - -

525,707,288 660,421,744 251,692,736 46,226,307 126,545,194 235,957,507

Company
Non-derivative financial liabilities
Term loans 15,000,000 6.00 15,000,000 15,000,000 - - -
Finance lease liabilities 35,912 5.67 37,884 18,192 18,192 1,500 -
Trade and other payables 15,421,536 - 15,421,536 15,421,536 - - -

30,457,448 30,459,420 30,439,728 18,192 1,500 -

Annual Report 2014

152
 30. Financial instruments (continued)

30.6 Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of the Group’s and the Company’s financial
instruments will fluctuate because of changes in market interest rates.

The Group’s interest rate risk arises primarily from interest-earning financial assets and interest-bearing
financial liabilities. Borrowings and deposits at floating rates expose the Group to cash flow interest rate
risk. Borrowings and receivables at fixed rates expose the Group to fair value interest rate risk. The Group
manages its interest rate exposure by maintaining a mix of fixed and floating rate borrowings.

Exposure to interest rate risk

The interest rate profile of the Group’s and of the Company’s significant interest-bearing financial instruments,
based on carrying amounts as at the end of the reporting period was :

Group Company

2014 2013 2014 2013

RM RM RM RM

Fixed rate
instrument

Financial assets
- Amount due from
a related party 308,796,065 311,715,359 - -

- Deposits placed
with licensed banks 25,994,352 47,851,205 - 9,644,295

334,790,417 359,566,564 - 9,644,295

Financial liabilities
- Finance lease
liabilities 1,291,651 2,102,399 - 35,912

- Term loan - 15,000,000 - 15,000,000

1,291,651 17,102,399 - 15,035,912

Floating risk
instrument

Financial liabilities
- Term loan 296,147,882 317,090,025 - -

- Revolving credit 14,000,000 9,000,000 - -

310,147,882 326,090,025 - -

153
 Annual Report 2014

30. Financial instruments (continued)

30.6 Interest rate risk (continued)

Interest rate risk sensitivity analysis

Fair value sensitivity analysis for fixed rate instruments

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 hedged
accounting model. Therefore, a change in interest rates at the end of the reporting period would not affect
profit or loss.

Sensitivity analysis for interest rate risk

At the reporting date, if interest rates had been 50 basis points lower/higher, will all other variables held
constant, the Group’s post-tax profit or loss would have been RM1,163,054 (2013 : RM1,222,837) higher/
lower, arising mainly as a result of lower/higher interest expense on floating rate loans and borrowings. The
assumed movement in basis points for interest rate sensitivity analysis is based on the currently observable
market environment.

30.7 Fair value information

The carrying amounts of cash and bank balances, receivables and payables approximate fair values due to
the relatively short term nature of these financial instruments.

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 statements
of financial position.

154
 30. Financial instruments (continued)

30.7 Fair value information (continued)

Fair value of financial instruments carried at fair value

Level 1 Level 2 Level 3 Total

RM RM RM RM

Group

2014

Financial assets

Trade and other

receivable
(non-current) - - - -

Other investments 2,546,837 - - 2,546,837

2013

Financial assets

Trade and other

receivable
(non-current) - - - -

Other investments 5,381,811 - - 5,381,811

Company

2014

Financial assets

Other investments 2,373,800 - - 2,373,800

2013

Financial assets

Other investments 5,177,168 - - 5,177,168

155
 Annual Report 2014

Fair value of financial instruments not carried at fair value

Level 1 Level 2 Level 3 Total Total fair value Carrying amount

RM RM RM RM RM RM

- - 286,521,531 286,521,531 286,521,531 286,521,531

- - - - 2,546,837 2,546,837

- - 253,967,412 253,967,412 253,967,412 253,967,412

- - - - 5,381,811 5,381,811

- - - - 2,373,800 2,373,800

- - - - 5,177,168 5,177,168

156
 30. Financial instruments (continued)

30.7 Fair value information (continued)

Policy on transfer between levels

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

Level 1 fair value

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

Level 2 fair value is estimated using inputs other than quoted prices included within Level 1 that are
observable for the financial assets or liabilities, either directly or indirectly.

Derivatives

The fair value of forward exchange contracts is estimated by discounting the difference between the
contractual forward price and the current forward price for the residual maturity of the contract using a risk-
free interest rate (based on government bonds).

Non-derivative financial liabilities

Fair value, which is determined for disclosure purposes, is calculated based on the present value of future
principal and interest cash flows, discounted at the market rate of interest at the end of the reporting period. In
respect of the liability component of convertible notes, the market rate of interest is determined by reference
to similar liabilities that do not have a conversion option. For other borrowings, the market rate of interest is
determined by reference to similar borrowing arrangements.

Transfers between Level 1 and Level 2 fair values

There has been no transfer between Level 1 and 2 fair values during the financial year. (2013: no transfer
in either directions)

Level 3 fair value

Level 3 fair value is estimated using unobservable inputs for the financial assets and liabilities.

Non-current trade and other receivables not carried at fair value

The non-current and current trade amount due from a related party of the Group is amount due from the
Kedah State Government for the Kolej Universiti Insaniah (KUIN) project. The Group has granted deferred
payment terms and the receivables are recognised based on their net present values discounted at a rate of
5.96% (2013 : 5.96%) per annum, which the management does not expect the fair value to differ significantly
from its carrying amount.

Sensitivity analysis

At the reporting date, if interest rates had been 50 basis points lower/higher, will all other variables held
constant, the Group’s post-tax profit or loss would have been RM1,074,456 (2013 : RM952,378) higher/lower.

157
 Annual Report 2014

31. Capital management

The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and
healthy capital ratios in order to support its business and maximise shareholder value.

The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions.
To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders or issue
new shares. No changes were made in the objectives, policies or processes during the years ended 31 December
2014 and 2013.

32. Segment information

The Group is organised into four major business segments for each of the strategic business units, the Chief
Operating Decision Maker (“CODM”) (ie. The Group’s Managing Director) reviews internal management reports
at least on a quarterly basis.

(i) Property development - the development of residential and commercial properties

(ii) Quarrying and road paving work - granite quarry operator and civil engineering contractor

(iii) Construction - building and general contractor

(iv) Operation of golf resort and hotel - golf resort owner and operator and hotel operation

Other non-reportable segments comprise operations related trading of consumables and investment holding.
None of these segments met the quantitative thresholds for reporting segments in 2014 and 2013.

Segment profit

Performance is measured based on segment from profit as included in the internal management reports that
are reviewed by the CODM. Segment profit is used to measure performance as management believes that such
information is the most relevant in evaluating the results of certain segments relative to other entities that operate
within these industries.

Segment assets

The total of segment asset is measured based on all assets of a segment, as included in the internal
management reports that are reviewed by the CODM. Segment total asset is used to measure the return on
assets of each segment.

Segment liabilities

Segment liabilities is measured based on all liabilities of a segment, as included in the internal management
reports that are reviewed by CODM.

Segment capital expenditure

Segment capital expenditure is the total cost incurred during the financial year to acquire property, plant and
equipment and land held for development.

158
 32. Segment information (continued)

Property Quarrying and

development road paving Construction
RM’000 RM’000 RM’000

2014

Revenue

External sales 166,133 85,001 70,761

Inter-segment sales 131 12,701 46,797

Total revenue 166,264 97,702 117,558

Segment profit/(loss) 18,937 11,907 11,773

Included in the measure of segment

profit are:
- Finance income (including unwinding of
discount on non-current receivables) 565 568 24,475
- Finance costs 791 78 17,187

2014

Assets

Segment assets 595,204 72,844 424,945

Included in the measure of segment

assets is:
Additions to non-current assets other than
financial instruments and deferred tax
assets
- Property, plant and equipment 1,126 2,287 405
- Land held for development 211,017 - -

Liabilities

Segment liabilities 348,247 27,131 369,674

Other information

Tax expense 2,932 3,127 3,034

Depreciation of property,
plant and equipment 1,261 2,657 338

159
 Annual Report 2014

Operation of golf Total reportable Other non-reportable

resort and hotel segments segments Elimination Consolidated
RM’000 RM’000 RM’000 RM’000 RM’000

4,996 326,891 1,987 - 328,878

1,634 61,263 20,892 (82,155) -

6,630 388,154 22,879 (82,155) 328,878

(986) 41,631 11,981 (19,750) 33,862

- 25,608 1,006 (841) 25,773

18 18,074 - (304) 17,770

17,332 1,110,325 10 (150,669) 959,666

218 4,036 2,406 - 6,442

- 211,017 - - 211,017

10,852 755,904 79 (88,668) 667,315

- 9,093 609 - 9,702

550 4,806 - 325 5,131

160
 32. Segment information (continued)

Property Quarrying and

development road paving Construction
RM’000 RM’000 RM’000

2013

Revenue

External sales 105,239 100,673 67,798

Inter-segment sales 131 11,629 58,647

Total revenue 105,370 112,302 126,445

Segment profit/(loss) 13,230 8,615 13,996

Included in the measure of segment

profit are:
- Finance income (including unwinding of
discount on non-current receivables) 416 602 26,175
- Finance costs 862 113 13,915

2013

Assets

Segment assets 407,981 77,540 458,926

Included in the measure of segment

assets is:
Additions to non-current assets other than
financial instruments and deferred tax
assets
- Property, plant and equipment 219 3,582 442
- Land held for development 2,195 - -

Liabilities

Segment liabilities 181,154 26,612 408,495

Other information

Tax expense 3,628 2,568 3,224

Depreciation of property,
plant and equipment 1,066 3,000 314

161
 Annual Report 2014

Operation of golf Total reportable Other non-reportable

resort and hotel segments segments Elimination Consolidated
RM’000 RM’000 RM’000 RM’000 RM’000

4,770 278,480 2,522 - 281,002

1,702 72,109 18,292 (90,401) -

6,472 350,589 20,814 (90,401) 281,002

(255) 35,586 9,981 (16,252) 29,315

- 27,193 1,593 (344) 28,442

25 14,915 1,387 (833) 15,469

16,697 961,144 13 (155,799) 805,358

127 4,370 508 - 4,878

- 2,195 - - 2,195

8,980 625,241 88 (93,268) 532,061

(252) 9,168 3,697 (4,690) 8,175

443 4,823 - - 4,823

162
 32. Segment information (continued)

Geographical segments

No information on geographical segment is presented as the Group’s business is operated solely in Malaysia.

Major customers

During the year, there were no revenue from one single customer that contributed to more than 10% of the
Group’s revenue.

33. Significant events

Acquisition of lands, Right issue, Increase in authorised share capital and Amendment to Memorandum
& Articles of Association

On 14 July 2014, the Company announced that the Company had on 13 July 2014, entered into a Heads of
Agreement (“HOA”) with its ultimate holding company, Perbadanan Kemajuan Negeri Kedah (“PKNK”) in relation
to the acquisition of land owned by PKNK measuring approximately 1,200 acres (485 hectares) in aggregate for
a total purchase consideration of approximately RM204,000,000.

On 4 September 2014, the Company announced that the Company had on 4 September 2014, entered into the
Sale and Purchase Agreement (“SPA”) with PKNK for the Acquisition. The revision in the purchase consideration
from RM204,000,000 to RM202,000,000 is a result of the decision of PKNK and the Company to exclude a plot of
land located in Mukim of Jabi, District of Pokok Sena from the transaction subsequent to the signing of the HOA.

In conjunction with the above mentioned acquisitions, the Company proposes to implement the following:
(i) a rights issue
(ii) increase in authorised share capital of the Company, and
(iii) amendment to Memorandum & Articles of Association of the Company.

(i) Rights issue

The Company undertakes a renounceable rights issue to the entitled ordinary shareholders of the Company
to raise gross proceeds of up to RM95 million, together with a bonus issue which enable the Company to raise
funds to part finance the abovementioned acquisition of land.

(ii) Increase in authorised share capital of the Company

In order to accommodate the new shares to be issued pursuant to the rights issue, the Company proposes
to increase its authorised share capital from the existing RM100,000,000 comprising 100,000,000 ordinary
shares to RM400,000,000 comprising 400,000,000 ordinary shares.

(iii) Amendment to Memorandum & Articles of Association of the Company

In order to accommodate the increase in the authorised share capital, the Company had amended Clause
5 of its Memorandum and Articles of Association to indicate that its authorised share capital will be of
RM400,000,000 comprising 400,000,000 ordinary shares.

On 23 November 2014, the shareholders of the Company had approved all above mentioned proposals in an
Extraordinary General Meeting.

163
 Annual Report 2014

33. Significant events (continued)

Subsequent to the financial year, the proposals (i), (ii), (iii) and acquisition of land have been completed following
the listing of and quotation for 72,815,856 rights shares, 72,815,856 bonus shares and 85,407,409 consideration
shares on the Main Market of Bursa Securities on 28 January 2015. Consequently, the Company’s issued and
paid up share capital increased to 303,854,977 ordinary shares of RM1 each.

34. Subsequent event

Acquisition of a wholly-owned subsidiary

On 25 January 2015, the Company acquired the entire issued and paid up share capital of Aman Lagenda Sdn
Bhd (“ALSB”) for a total consideration of RM2.00. The intended principal business activities of ALSB are real
estate management and property development.

164
 35. Supplementary financial information on the breakdown of realised and
unrealised profits or losses

The breakdown of the retained earnings of the Group and of the Company as at 31 December 2014, into realised
and unrealised profits, pursuant to Paragraphs 2.06 and 2.23 of Bursa Malaysia Main Market Listing Requirements,
are as follows:

2014 2013

Group Company Group Company

RM RM RM RM

Total retained
earnings of the
Company and its
subsidiaries

- realised 203,138,736 51,938,422 185,718,363 38,063,452

- unrealised (374,138) 133,807 (2,197,215) 634,111

202,764,598 52,072,229 183,521,148 38,697,563

Less : Consolidation
adjustments (8,352,560) - (8,179,717) -

Total retained
earnings 194,412,038 52,072,229 175,341,431 38,697,563

The determination of realised and unrealised profits is based on the Guidance of Special Matter No. 1, Determination
of Realised and Unrealised Profit or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities
Berhad Listing Requirements, issued by Malaysian Institute of Accountants on 20 December 2010.

165
 Annual Report 2014

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 78 to 164 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 December 2014 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 35 on page 165 to the financial statements has been
compiled in accordance with the Guidance on Special Matter No. 1, Determination of Realised and Unrealised
Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements,
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 :

……………………………………………. …………………………………………….
Dato’ Izham bin Yusoff Dato’ Abdul Rahman bin Ibrahim

Alor Setar,

Date : 9 March 2015

166
 Statutory declaration pursuant to Section 169(16) of
the Companies Act, 1965
I, Fakhruzi bin Ahmad, the officer primarily responsible for the financial management of Bina Darulaman Berhad,
do solemnly and sincerely declare that the financial statements set out on pages 78 to 165 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 abovenamed at Alor Setar in the State of Kedah Darul Aman on 9 March 2015.

………………………………

Before me :

Mohamad Ismail Sheikh Mohamad

(No. K095)

Commissioner for Oaths

Kedah Darul Aman

167
 Annual Report 2014

Independent auditors’ report

to the members of
Bina Darulaman Berhad
(Company No. 332945 - X)
(Incorporated in Malaysia)

Report on the Financial Statements

We have audited the financial statements of Bina Darulaman Berhad, which comprise the statements of financial
position as at 31 December 2014 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 year then ended,
and a summary of significant accounting policies and other explanatory information, as set out on pages 78 to 164.

Directors’ Responsibility for the Financial Statements

The Directors of the Company are responsible for the preparation of the 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 entity’s preparation of the financial statements that give a true and fair view in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall
presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company
as of 31 December 2014 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.

168
 Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:

a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company
and its subsidiaries, have been properly kept in accordance with the provisions of the Act.

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

c) 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.

Other Reporting Responsibilities

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 35 on page 165 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

The financial statements of the Group and of the Company as at and for the year ended 31 December 2013 were
audited by another auditor who expressed an unmodified opinion on those statements on 28 February 2014.

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.

KPMG Tai Yoon Foo

Firm Number: AF 0758 2948/05/16 (J)
Chartered Accountants Chartered Accountant

Date : 9 March 2015

Penang

169
 Annual Report 2014

List of Landed
Properties

170
 List of Landed Properties
Owned by Bina Darulaman Berhad Group
No Title / Location Brief Description Land Area
/ Existing Use

BINA DARULAMAN BERHAD

1. Lot 120, Section 34, Land 8,095
Bandar Alor Setar sq meter
Kedah Darul Aman

2. Lot 120, Section 34, 10-Storey 8,095

Bandar Alor Setar Office Building sq meter
Kedah Darul Aman

3. GM 178050 Lot 8867, Bandar Darulaman, 8-Storey 6,003.9

Daerah Kubang Pasu, Kedah Darul Aman Serviced Apartments sq meter

4. GM 178050 Lot 8867, Bandar Darulaman, Land 6,003.9

Daerah Kubang Pasu, Kedah Darul Aman sq meter

5. HS (D) 1175, PT 1716 Land for 1,890

Bandar Kuah Development sq meter
Langkawi
Kedah Darul Aman

6. HS (D) 1176, PT 1717 Land for 1,890

Bandar Kuah Development sq meter
Langkawi
Kedah Darul Aman

7. HS (D) 1177, PT 1718 Land for 22,890

Bandar Kuah Development sq meter
Langkawi
Kedah Darul Aman

8. HS (D) 1178, PT 1719 Land for 3,240

Bandar Kuah Development sq meter
Langkawi
Kedah Darul Aman

9. HS (D) 1179, PT 1720 Land for 2,220

Bandar Kuah Development sq meter
Langkawi
Kedah Darul Aman

10. HS (D) 1180, PT 1721 Land for 4,070

Bandar Kuah Development sq meter
Langkawi
Kedah Darul Aman

171
 Annual Report 2014

Tenure Age of Building Net Book Value Revaluation Date/Year

(year) RM RM of acquisition /
Purchase

Leasehold - 5,062,500 - 2002

Expiring 2083

Leasehold 10 8,936,992 - 2004

Expiring 2083

Freehold 8 7,403,610 - 2005

Freehold - 700,000 - 2005

Leasehold - 21,386 - 2013

Expiring 2073

Leasehold - 21,386 - 2013

Expiring 2073

Leasehold - 251,898 - 2013

Expiring 2073

Leasehold - 36,131 - 2013

Expiring 2073

Leasehold - 25,048 - 2013

Expiring 2073

Leasehold - 45,329 - 2013

Expiring 2073

172
 No Title / Location Brief Description Land Area
/ Existing Use

11. HS (D) 69188-69197, PT 2333- 2342 Land for 151.41

Mukim Sungai Ular Development hectares
Kulim
Kedah Darul Aman

12. HS (D) 2979, PT 2516 Land for 51.45

Bandar Pokok Sena Development hectares
Pokok Sena
Kedah Darul Aman

13. HS (D) 126043, PT 2416 Land for 93.07

HS (D) 126045, PT 2418 Development hectares
HS (D) 126050, PT 2423
HS (D) 34392, PT 65003
Bandar Amanjaya
Kuala Muda
Kedah Darul Aman

HS (D) 90453, PT 48856

Bandar Sungai Petani
Kuala Muda
Kedah Darul Aman

14. GRN 11523, 1659 Land for 79.85

Mukim Hosba Development hectares
Kubang Pasu
Kedah Darul Aman

15. HS (D) 1149 & 1150, PT 2042 & 2043 Land for 79.30
Mukim Ulu Melaka Development hectares
Langkawi
Kedah Darul Aman

HS (D) 1151, PT 2044 Vacant Commercial 12.26

Mukim Ulu Melaka Land hectares
Langkawi
Kedah Darul Aman

BINA & KUARI (K) SDN BHD

1. No. 127 Taman Tunku Hosna Commercial land 130
Jalan Tanjung Bendahara with a sq meter
05300 Alor Setar 3-storey shop office
Kedah Darul Aman

173
 Annual Report 2014

Tenure Age of Building Net Book Value Revaluation Date/Year

(year) RM RM of acquisition /
Purchase

Freehold - 38,204,000 - 2014

Freehold - 16,351,000 - 2014

Freehold - 45,947,000 - 2014

Freehold - 56,030,000 - 2014

Leasehold Expiring - 45,468,000 - 2014

in 2111

Freehold 19 132,985 - 1996

(Land Cost)
138,550
(Building &
Renovations)

174
 No Title / Location Brief Description Land Area
/ Existing Use

2. No. 128 Taman Tunku Hosna Commercial 130

Jalan Tanjung Bendahara land with a sq meter
05300 Alor Setar 3-storey shop office
Kedah Darul Aman

3. HS(M) 70/1986 PT 70 Vacant 130

Bandar Alor Setar Commercial sq meter
Daerah Kota Setar Land
Kedah Darul Aman

4. 8 bungalow lots at Kulim Golf & Country Resort

HS(D) 369/1996, PT591, Mukim Padang China, Bungalow
Daerah Kulim, Kedah Darul Aman. Lots
HS(D) 1424, PT1730-Plot no.B718 6,315 sq ft
HS(D) 1425, PT1731-Plot no.B719 6,002 sq ft
HS(D) 1426, PT1732-Plot no.B720 6,292 sq ft
HS(D) 1427, PT1733-Plot no.B721 6,114 sq ft
HS(D) 1428, PT1734-Plot no.B722 6,094 sq ft
HS(D) 1429, PT1735-Plot no.B723 6,459 sq ft
HS(D) 1319, PT1625-Plot no.A613 6,243 sq ft
HS(D) 1238, PT1544-Plot no.A532 7,065 sq ft

KEDAH HOLDINGS SDN BHD

1. Lot No. 118 (Second Floor) Office Lots 930
Lot No. 139 (Second Floor) 930
Lot No. 146 (First Floor) 1,060
Lot No. 149 (Second Floor) 2,105
Lot No. 152 (First Floor) 1,060
Lot No. 153 (Second Floor) 930
Lot No. 154 (Second Floor) 930
Lot No. 157 (First Floor) 1,060
Lot No. 157 (Second Floor) 930
Kompleks Kanchut sq feet
Alor Setar
Kedah Darul Aman

DARULAMAN REALTY SDN BHD

1. HS(D) 17297 PT. 7263 Agriculture 4.08 acres
HS(D) 17298 PT. 7264
HS(D) 17299 PT. 7265
HS(D) 17300 PT. 7266
Lot 891, Bandar Darulaman

2. GRN 42482 Lot 910, Bandar Darulaman Agriculture 1.13 acres

175
 Annual Report 2014

Tenure Age of Building Net Book Value Revaluation Date/Year

(year) RM RM of acquisition /
Purchase

Freehold 19 132,985 (Land - 1996

Cost) 138,550
(Building &
Renovations)

Freehold - 143,673 - 1999

Freehold - 1,090,000 - 31/01/2010

Leasehold Expiring 27 1,050,323 - 1984

in 2083

Freehold - 4 - 16/05/1983

Freehold - 1 - 16/05/1983

176
 No Title / Location Brief Description Land Area
/ Existing Use

3. GRN 42483 LOT 911, Building 0.61 acres

Bandar Darulaman
HS(D) 17909 PT. 1825
HS(D) 17910 PT. 1826
HS(D) 17911 PT. 1827
HS(D) 17912 PT. 1828
HS(D) 17913 PT. 1829
HS(D) 17914 PT. 1830

4. GRN 42484 Lot 909, Bandar Darulaman Agriculture 2.32 acres

5. GRN 42485 Lot 892, Bandar Darulaman Building 0.55 acres

6. HS(D) 1174 PT. 4691, Mukim Naga Agriculture 4.60 acres

7. HS(D) 384 PT. 3993 – HS(D) 390 PT. 3999 Building 0.83 acres
(Suasana Indah)
Plot 42 – Plot 48, Mukim Naga

8. HS(D) 577 PT. 4186, Plot 235, Mukim Naga Residential 27.21 acres

9. HS(D) 578 PT. 4187, Plot 236, Mukim Naga Residential 15.36 acres

10. HS(D) 579 PT. 4188, Plot 237, Mukim Naga Agriculture 43.98 acres

11. HS(D) 580 PT. 4189, Plot 238, Mukim Naga Agriculture 132.14 acres

12. HS(D) 581 PT. 4190, Plot 239, Mukim Naga Agriculture 0.34 acres

13. Geran 5035 PT. 1237, Mukim Jitra, Daerah Agriculture 43.12 acres
Kubang Pasu

14. SP 6986 PT. 440, Mukim Jitra, Residential 4.92 acres

Daerah Kubang Pasu

15. SP 6987 PT. 441, Mukim Jitra, Residential 84.74 acres

Daerah Kubang Pasu

16. HS(D) 3356 PT. 2059 Agriculture / 213.06 acres

HS(D) 3164 PT. 2061 Building
HS(D) 3170 PT. 2092
HS(D) 3172 PT. 2094,
Bandar Darulaman
HS(D) 16284 Lot 281, Agriculture 13.60 acres
Bandar Darulaman

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 Annual Report 2014

Tenure Age of Building Net Book Value Revaluation Date/Year

(year) RM RM of acquisition /
Purchase

Freehold - 1 - 16/05/1983

Freehold - 1 - 16/05/1983

Freehold - 1 - 16/05/1983

Freehold - 1 - 16/05/1983

Freehold - 1,025,458 - 16/05/1983

Freehold - 363,464 - 16/05/1983

Freehold - 179,864 - 16/05/1983

Freehold - 332,842 - 16/05/1983

Freehold - 1,816,054 - 16/05/1983

Freehold - 1 - 16/05/1983

Freehold - 470,059 - 16/05/1983

Freehold - 49,827 - 16/05/1983

Freehold - 291,700 - 16/05/1983

Freehold - 1,923,278 - 16/05/1983

1 - 16/05/1983

178
 No Title / Location Brief Description Land Area
/ Existing Use

17. HS(D) 20188 PT. 4112 Residential 1.85

HS(D) 20189 PT. 4113 3.27
HS(D) 20191 PT. 4153 0.17
HS(D) 20192 PT. 4154 0.04
Bandar Darulaman acres

18. Lot 3105, 3106 & 3127 Agriculture 258.51 acres

Mukim Sg. Petani, Daerah Kuala Muda

19. Lot 3107 & 3203, Mukim Sg. Petani, Residential 155.08 acres
Daerah Kuala Muda

20. Geran No. 65187, Lot 3271 Mixed Development 20.00 acres
Mukim Sg. Petani, Daerah Kuala Muda

21. HS(D) 1071/90, PT. 17696 Mixed Development 1.44

Mukim Sg. Petani, Daerah Kuala Muda acres

22. PT 6933 Agriculture 491.52

PT 6934 Agriculture 15.62
PT 6935 Agriculture 2.5
Kuala Ketil Industrial Estate II, Lot 3979 acres
Mukim Tawar, Daerah Baling

23. Geran 178049, Lot 8866, Mukim Bandar Club House 8.14
Darulaman, Daerah Kubang Pasu. acres

DARULAMAN GOLF RESORT BERHAD

1. Geran 42474, Lot 898, Mukim Bandar Darulaman, Golf Course 179.98 acres
Daerah Kubang Pasu

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 Annual Report 2014

Tenure Age of Building Net Book Value Revaluation Date/Year

(year) RM RM of acquisition /
Purchase

Freehold - - - 16/05/1983

Freehold - 10,410,799 - 15/11/1995

Freehold - 5,601,719 - 15/11/1995

Freehold - 1,735,025 - 13/04/1996

Freehold - 1 - 13/04/1996

Freehold - 15,206,548 - 30/05/1996

Freehold 21 6,331,837 - 1983

Freehold - 7,638,832 - 1983

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 Analysis of Shareholdings
As at 4 February 2015

Authorised Share Capital : RM 400,000,000

Paid-up Share Capital : RM 303,854,977
Type of Shares : Ordinary share of RM1.00 each
No. of Shareholders : 2,272
Voting Rights : One vote for every share

SIZE OF NO. OF
HOLDINGS HOLDERS % NO. OF SHARES %

1 - 99 10 0.44 246 0.00

100 - 1,000 119 5.24 79,814 0.03
1,001 - 10,000 1,391 61.22 5,350,590 1.76
10,001 - 100,000 628 27.64 20,234,733 6.66
100,001 - 1,000,000 104 4.58 27,401,700 9.02
OVER 1,000,000 20 0.88 250,787,894 82.54

TOTAL 2,272 100.00 303,854,977 100.00

SUBSTANTIAL SHAREHOLDERS

NAME NO. OF SHARES PERCENTAGE OF

SHARE CAPITAL (%)

1. PERBADANAN KEMAJUAN NEGERI KEDAH 204,444,388 67.28

204,444,388 67.28

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 Annual Report 2014

List of Top 30 Shareholders

As at 4 February 2015
NO. NAME SHAREHOLDINGS %

1. PERBADANAN KEMAJUAN NEGERI KEDAH 204,444,388 67.28

2. CIMSEC NOMINEES (TEMPATAN) SDN BHD 7,786,200 2.56
CIMB FOR GENERAL TECHNOLOGY SDN BHD (PB)
3. TA NOMINEES (TEMPATAN) SDN BHD 4,506,900 1.48
PLEDGED SECURITIES ACCOUNT FOR
CHUANG NEE WANG KIM LIEN
4. NG WAI YUAN 4,119,974 1.36
5. SIVA KUMAR A/L M JEYAPALAN 3,600,000 1.18
6. TA NOMINEES (ASING) SDN BHD 3,600,000 1.18
PLEDGED SECURITIES ACCOUNT FOR CHUANG, SHOW - CHUAN
7. JF APEX NOMINEES (TEMPATAN) SDN BHD 3,255,200 1.07
PLEDGED SECURITIES ACCOUNT FOR TEO KWEE HOCK
8. CHUANG, SHOW - CHUAN 3,129,600 1.03
9. SYARIKAT MALURI SDN BHD 1,851,832 0.61
10. CIMB ISLAMIC NOMINEES (TEMPATAN) SDN BHD 1,606,700 0.53
CIMB ISLAMIC TRUSTEE BERHAD – AMANAH SAHAM KEDAH
11. ANG HIOH 1,581,900 0.52
12. RESON SDN BHD 1,567,000 0.52
13. JF APEX NOMINEES (TEMPATAN) SDN BHD 1,553,400 0.51
PLEDGED SECURITIES ACCOUNT FOR TEO SIEW LAI (MARGIN)
14. ONN PING LAN 1,315,900 0.43
15. PUBLIC NOMINEES (TEMPATAN) SDN BHD 1,291,800 0.43
PLEDGED SECURITIES ACCOUNT FOR SIAW TECK SIONG (E-PDG)
16. CHENG HON SANG 1,277,000 0.42
17. ANG HIOH 1,124,700 0.37
18. ONN PING LAN 1,093,500 0.36
19. HUANG PHANG LYE 1,056,900 0.35
20. YEO KHEE HUAT 1,025,000 0.34
21. CIMSEC NOMINEES (ASING) SDN BHD 912,800 0.30
EXEMPTAN FOR CIMB SECURITIES (SINGAPORE)
PTE LTD (REMISIERS ACCOUNT)
22. CIMSEC NOMINEES (TEMPATAN) SDN BHD 867,300 0.29
CIMB BANK FOR YEONG SING ONG
23. TEH SENG HOCK 820,000 0.27
24. PUBLIC NOMINEES (TEMPATAN) SDN BHD 796,400 0.26
PLEDGED SECURITIES ACCOUNT FOR TUNG AH KIONG
25. HLB NOMINEES (TEMPATAN) SDN BHD 780,000 0.26
PLEDGED SECURITIES ACCOUNT FOR MAH SIEW SEONG
26. M & A NOMINEE (TEMPATAN) SDN BHD 700,000 0.23
PLEDGED SECURITIES ACCOUNT FOR TAN CHUAN AIK (PNG)
27. RHB CAPITAL NOMINEES (TEMPATAN) SDN BHD 653,300 0.22
PLEDGED SECURITIES ACCOUNT FOR NG HAR CHAI
28. FONG CHEONG KOK 582,000 0.19
29. MEENAMBAL A/P VIJAYAKUMAR 550,000 0.18
30. ONN KOK PUAY (WENG GUOPEI) 516,000 0.17

TOTAL 257,965,694 84.90

182
183
Annual Report 2014

184
 Annual Report 2014

BINA DARULAMAN BERHAD (332945-X)

LEVEL 9 & 10, MENARA BDB
NO. 88, LEBUHRAYA DARULAMAN
05100 ALOR SETAR, KEDAH DARUL AMAN
TEL: +604 730 0303 FAX: +604 734 2714

KUALA LUMPUR OFFICE

LEVEL 13A, MENARA GLOMAC, GLOMAC DAMANSARA
JALAN DAMANSARA, 60000 KUALA LUMPUR
TEL: +603 7710 3303 FAX: +603 7710 7303

187