74 Notes to the Financial Statements for the financial year ended 30 ...

74

PERWAJA HOLDINGS BERHAD (798513-D)

ANNUAL REPORT 2015

Notes to the Financial Statements for the financial year ended 30 June 2015 (cont’d)

PERWAJA HOLDINGS BERHAD (Incorporated in Malaysia) Company No: 798513 - D

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

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10. TRADE RECEIVABLES The Group

2015 2014RM'000 RM'000

Trade receivables 57,469 57,469Allowance for impairment losses (57,469) (57,469)

- -

Allowance for impairment losses:-At 1 July 2014/1 January 2013 (57,469) (12,711)Addition during the financial year/period - (44,758)

At 30 June 2015/2014 (57,469) (57,469)

(a) The Group‟s normal trade credit terms range from cash terms to 14 days. Other credit terms are assessed and approved on a case-by-case basis.

(b) Trade receivables that are individually determined to be impaired relate to customers in significant financial difficulties and have defaulted on payments.

11. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

The Group2015 2014

RM'000 RM'000

Gross receivables 46,347 42,425Allowance for impairment losses (42,229) (21,667)

4,118 20,758Deposits 322 397Prepayments 105 239

4,545 21,394

Allowance for impairment losses:-At 1 July 2014/1 January 2013 (21,667) (9,828)Addition during the financial year/period (20,562) -Reclassified from amount owing by related parties (Note 12) - (11,839)

At 30 June 2015/2014 (42,229) (21,667)


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11. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS (CONT’D)

Included in other receivables of the Group is an amount of approximately RM20 million (2014 –RM20 million) being advances to suppliers in respect of the Group's construction of capital work-in-progress. The amount was fully impaired during the financial year.

12. AMOUNTS OWING BY/(TO) RELATED PARTIES

The Group2015 2014

RM'000 RM'000

Gross amounts owing by related parties 2,161 2,161Allowance for impairment losses (22) (22)

2,139 2,139

Allowance for impairment losses:-At 1 July 2014/1 January 2013 (22) (11,861)Reclassified to other receivables (Note 11) - 11,839

At 30 June 2015/2014 (22) (22)

The amounts owing by/(to) the related parties consist of the following:-

The Group2015 2014

RM'000 RM'000Amount owing by:Trade- companies in which a shareholder of the Company

has a substantial financial interest 2,139 2,139

Amount owing by related parties that are individually determined to be impaired relate to related parties that have been suffering significant financial losses.

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12. AMOUNTS OWING BY/(TO) RELATED PARTIES (CONT’D)

The Group2015 2014

RM'000 RM'000Amount owing to:-Trade- companies in which a shareholder of the Company has

substantial financial interest (17,275) (15,460)- a shareholder of the Company (63,250) (63,250)

(80,525) (78,710)

Amount owing to:-Non-trade- companies in which shareholders of the Company have

substantial financial interests (35,793) (46,137)- a shareholder of the Company (58,910) (15,539)

(94,703) (61,676)

(175,228) (140,386)

The trade amounts owing are subject to the normal trade credit terms of the Group. The amounts owing are unsecured and to be settled in cash.

The non-trade amounts owing are unsecured, interest-free and repayable on demand. The amounts owing are to be settled in cash.

13. SHARE CAPITAL The Company

2015 2014 2015 2014Number Of Shares

‟000 ‟000 RM‟000 RM‟000Ordinary shares of RM 1 each

Authorised 2,000,000 2,000,000 2,000,000 2,000,000

Issued And Fully Paid-Up 560,000 560,000 560,000 560,000


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14. RESERVES The Group The Company

2015 2014 2015 2014RM‟000 RM‟000 RM‟000 RM‟000

Share premium (a) 101,502 101,502 101,502 101,502Merger reserve (b) 287,776 287,776 - -Accumulated losses (2,471,364) (1,783,844) (958,655) (957,375)

(2,082,086) (1,394,566) (857,153) (855,873)

(a) Share premium

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

(b) Merger Reserve

The merger reserve arose from the differences between the carrying value of the investment and the nominal value of the shares of the subsidiary upon consolidation using merger accounting principles.

15. RCULS

The Group/The Company

2015 2014RM‟000 RM‟000

RCULS:- equity component 2,798 2,798- liability component 276,270 276,270- deferred tax liability (Note 19) 932 932

280,000 280,000

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15. RCULS (CONT’D)

The salient terms of the RCULS are as follows:-

(a) Tenure/Maturity The seventh (7th) anniversary of the date of issue of RCULS. The RCULS were issued on 26 March 2012.

(b) Coupon rate 7% per annum payable semi-annually.

(c) Status The RCULS constitute unsecured obligations of the Company and shall rank pari passu in all respects without priority amongst themselves.

(d) Conversion Rights Each RCULS can be converted into 1 new ordinary share on a market day at any time on a date falling five year after issuance of the RCULS, up to and including the close of the market day on the date falling seven years after the issuance of RCULS. Any outstanding RCULS which have not been redeemed or converted shall be redeemed in cash at 100% of the nominal value on the Maturity Date.

(e) Status of new ordinary shares The new ordinary shares to be issued pursuant to the conversion of the RCULS shall, upon allotment and issue, rank pari passu in all respects with the existing ordinary shares, provided that the new ordinary shares shall not be entitled to dividends, rights, allotments and/or other distributions declared, made or paid to shareholders of the Company the entitlement date of which is prior to the date of allotment of the new ordinary shares.

(f) Redemption rights Unless previously converted, redeemed, purchased or cancelled, the Company shall redeem the outstanding RCULS in cash at 100% of the nominal amount of RCULS on the maturity date.


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16. ICULS

The Group/The Company2015 2014

RM'000 RM'000

Equity component 10,748 10,748Liability component 4,864 4,864

15,612 15,612

The salient terms of the ICULS are as follows:-

(a) Tenure/Maturity The tenth (10th) anniversary of the date of issue of ICULS. The ICULS were issued on 8 August 2008.

(b) Coupon rate 4% per annum payable semi-annually.

(c) Status The ICULS constitute unsecured obligations of the Company and shall rank pari passu in all respects without priority amongst themselves.

(d) Conversion Rights Each ICULS can be converted into 1 new ordinary share at any time during the tenure of the ICULS, at the Conversion Price in accordance with the Conversion Mode. Any outstanding ICULS not converted on maturity date by the holder shall be automatically converted into new ordinary shares at the Conversion Price.

(e) Status of new ordinary shares The new ordinary shares to be issued pursuant to the conversion of the ICULS shall, upon allotment and issue, rank pari passu in all respects with the existing ordinary shares, provided that the new ordinary shares shall not be entitled to dividends, rights, allotments and/or other distributions declared, made or paid to shareholders of the Company the entitlement date of which is prior to the date of allotment of the new ordinary shares.

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17. TRADE PAYABLESThe Group

2015 2014RM'000 RM'000

Current:- not later than one year 455,303 247,349

Non-current- later than one year but not later than five years 218,460 311,242

673,763 558,591

Included in trade payables is an amount of approximately RM311 million (2014 – RM313 million) owing to two suppliers for supply of dry gas and electricity to PSSB which is repayable in accordance with the settlement agreements.

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

18. HIRE PURCHASE PAYABLES The Group

2015 2014RM'000 RM'000

Minimum hire purchase payments:- not later than one year 2,299 2,222- later than one year and not later than five years 107 965

2,406 3,187Less: Future finance charges (210) (218)

Present value of hire purchase payables 2,196 2,969

Current:- not later than one year (Note 22) 2,110 2,866

Non-current:- later than one year and not later than five years 86 103

2,196 2,969

The hire purchase payables bore effective interest rates ranging from 4.66% to 6.54% (2014 - 4.66% to 6.88%) per annum at the end of the reporting period.


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19. DEFERRED TAX LIABILITIES

The deferred tax liabilities represent future tax liabilities on the issuance of RCULS.

20. OTHER PAYABLES AND ACCRUALS

The Group The Company2015 2014 2015 2014

RM'000 RM'000 RM'000 RM'000

Accrued interests 194,231 96,242 - -Trade advances (a) 26,486 19,073 - -Other payables 11,538 11,706 112 291Accruals (b) 68,775 15,478 - -

301,030 142,499 112 291

(a) The trade advances represent the advances from customers in respect of the Group‟s sales of billets.

(b) Included in accruals in current financial year is an amount of approximately RM41 million representing staff compensation accrued under the Proposed Retrenchment Program.

21. AMOUNT OWING TO A SUBSIDIARY

The amount owing is non-trade in nature, unsecured, interest-free and repayable on demand and to be settled in cash.

22. SHORT-TERM BORROWINGS The Group

2015 2014RM‟000 RM‟000

Bankers‟ acceptances (a) 561,296 561,296Short-term loan 25,000 25,000Loan from a related party (b) 83,440 83,440Loan from the Malaysian Government (c) 117,131 117,131Term loans (d) 172,823 172,823Murabahah Medium Term Loan (c) 110,000 110,000Hire purchase payables (Note 18) 2,110 2,866

1,071,800 1,072,556

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22. SHORT-TERM BORROWINGS (CONT’D)

(a) Bankers’ Acceptances

The bankers‟ acceptances bore a weighted average effective interest rate of 10.42% (2014 –6.59%) per annum at the end of the reporting period and are secured by:-

(i) a fixed and floating charge over all the Group‟s property, plant and equipment; (ii) a debenture on all the present and future assets of the Group; (iii) a first legal charge over the Group‟s leasehold land; and (iv) a corporate guarantee of a related party.

(b) Loan from A Related Party

The related party is a shareholder of the Company. The loan is in turn owed to the Malaysian Government by the related party. Any restructuring of the loan with the related party is dependent on the approval by the ultimate lender i.e. the Malaysian Government. The loan is unsecured, interest-free and is repayable in five equal annual instalments of approximately RM21.1 million each, commencing on or before 4 September 2008.

On 9 April 2009, the Group received approval from its related party to revise the 2009 instalment payments totaling RM21.1 million as follows:-

(i) 48 monthly instalments of RM42,000 each commencing 4 September 2009; and

(ii) RM19.1 million on 4 September 2013.

The amounts payable under the revised payment schedule for the 2009 instalment payments are subject to interest at 8% per annum.

On 14 April 2011, the Group received further approval from its related party to revise the 2010 and 2011 instalment payments totaling RM42.2 million into 2 instalments of RM21.1 million each, payable on 4 September 2014 and 4 September 2015 respectively.

On 16 February 2012, the Group requested for a deferment for the repayment of RM21.1 million that is due on 4 September 2012 (“Overdue Sum 1”) with the ultimate lender, i.e. the Malaysian Government.

Several discussions were held with the Ministry of Finance (“MOF”) representing the Malaysian Government in 2012 and 2013, on the deferment of the Overdue Sum 1 as well as rescheduling of all the loans due to the Malaysian Government. All the Overdue Sum 1 was reclassified to current liabilities in 2012.


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(c) Loan from the Malaysian Government

The loan from the Malaysian Government is unsecured and interest-free.

The loan is repayable as follows:-

(i) a 2-year moratorium from having to repay any outstanding amount until January 2008; and

(ii) upon expiry of the 2-year moratorium, RM14 million and RM15.7 million will be payable on or before 14 March and 4 September annually to the Malaysian Government for the next 5 years towards the full settlement of the advances.

On 9 April 2009, the Group received approval from the Ministry of Finance (“MOF”) to revise the 2009 instalment payments totaling RM29.7 million as follows:-

(i) 6 monthly instalments of RM100,000 each commencing 14 March 2009;

(ii) 48 monthly instalments of RM58,000 each commencing 4 September 2009;

(iii) RM14 million on 14 March 2013; and

(iv) RM12.4 million on 4 September 2013.

The amounts payable under the revised payment schedule for the 2009 instalment payments are subject to interest at 8% per annum.

On 14 April 2011, the Group received further approval from MOF to revise the 2010 and 2011 instalment payments totaling RM59.4 million as follows:-

(i) RM 14 million on 14 March 2014 and 14 March 2015; and

(ii) RM15.7 milion on 4 September 2014 and 4 September 2015.

On 16 February 2012, the Group requested for a deferment for the repayment of RM14 million and RM15.7 million due on 14 March 2012 and 4 September 2012 respectively (“Overdue Sum 2”), with the ultimate lender, i.e. the Malaysian Government.

Several discussions were held with the MOF representing the Malaysian Government in 2012 and 2013, on the deferment of the Overdue Sum 2 as well as rescheduling of all loans due to the Malaysian Government. All the Overdue Sum 2 was reclassified to current liabilities in 2012.

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(d) Term Loans

Details of term loans outstanding at the end of the reporting period are as follows:-

Number Of Quarterly Quarterly

Date OfCommencement

Amount outstanding

Instalments Instalment Of Repayment 2015RM‟000 RM‟000

Term loan 1 16 3,750 15 December 2013 56,642Term loan 2 16 3,750 1 June 2014 57,163Term loan 3 16 3,750 1 June 2014 59,018

172,823

The term loans bore a weighted average effective interest of 9.81% per annum (2014 –12.65% per annum) at the end of the reporting period and are secured by:-

(i) a fixed and floating charge over all the Group‟s property, plant and equipment;(ii) a debenture on all the present and future assets of the Group; (iii) a first legal charge over the Group‟s leasehold land; and(iv) a corporate guarantee of a related party.


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(e) Murabahah Medium Term Loan (“MMTN”)

On 25 September 2006, the Group issued a RM310 million 9-year Medium Term Loan for the purpose of refinancing existing banking facilities, debt settlement and for its working capital.

(a) Maturity and profit rate Tenure RM Profit rateTranche (Years) (million) (%)

1 3 50 7.62 4 50 8.13 5 50 8.54 6 50 8.95 7 50 9.26 8 40 9.47 9 20 9.7

310

Profit shall be payable semi-annually commencing 6 months from the date of the first issuance until the final maturity of the respective tranches.

(b) Security (i) A debenture creating a first fixed and floating charge on all assets, present and future of the Group;

(ii) A first legal charge over the Group‟s leasehold land together with the plant erected thereon; and

(iii) A fixed charge over all the proceeds in the Designated Accounts, comprising the Escrow Account and the Finance Service Reserve Account.

(c) Basis of Arrangement On a “bought deal” basis.

(d) Issue and Redemption The Medium Term Loan was issued at par and redeemable at par on the respective maturities.

The Group was unable to repay the MMTN of RM50 million and RM40 million which fall due on 29 November 2013 and 25 September 2014 respectively.

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The Group was unable to meet their loan obligations since the previous financial period. As at 30 June 2015, the outstanding borrowings and bank overdrafts of the Group amounted to RM1,072 million and RM20 million respectively as disclosed above and in Note 23 to the financial statements

The Group is in the midst of preparing a debt restructuring scheme as explained in Note 3.2 to the financial statements.

23. BANK OVERDRAFTS

The bank overdrafts bore an effective interest of 8.35% (2014 – 8.10%) per annum and are secured in the same manner as the bankers‟ acceptances disclosed in Note 22 to the financial statements.

The Group is in the midst of preparing a debt restructuring scheme as explained in Note 3.2 to the financial statements.

24. NET LIABILITIES PER SHARE

The net liabilities per share is calculated based on the net liabilities value at the end of the reporting period of approximately RM1,509 million (2014 – RM821 million) divided by the number of ordinary shares in issue at the end of the reporting period of 560,000,000 (2014 – 560,000,000).

25. REVENUE

Revenue of the Group represents the invoiced value of goods sold less trade discounts and returns and tutorial fees received for the financial year.


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26. LOSS BEFORE TAXATION

The Group The Company1.7.2014 1.1.2013 1.7.2014 1.1.2013

to to to to30.6.2015 30.6.2014 30.6.2015 30.6.2014RM‟000 RM‟000 RM‟000 RM‟000

Loss before taxationat after charging/ (crediting):-

Auditors‟ remuneration 150 230 40 40Allowance for impairmentlosses on property, plant and equipment 251,000 244,348 - -Allowance for impairmentlosses on receivables 20,562 44,758 - 436Allowance for impairmentlosses on investments in subsidiaries - - - 943,974Allowance for impairment loss on intangible asset - 1,293 - -Compensation to asupplier 8,722 - - -Depreciation of property, plant and equipment 78,753 120,312 - -Directors‟ fee 140 225 140 225Directors‟ non-fee emoluments:- salaries, bonus and

allowances 29 5,326 - -- defined contribution plan 3 731 - -- retrenchment

compensation 324 - - -Equipment written off 1,160 - - -Interest expense- bankers' acceptances 57,697 41,179 - -- bank overdrafts - 643 - -- hire purchase 4 409 - -- RCULS 19,600 29,400 - -- ICULS 624 924 624 924- related parties 8,113 12,498 - -- medium term loan 10,300 21,547 - -- loan from a related party 3,293 17,726 - -- loan from the Malaysian

Government 8,488 7,286 - -- late payment interest 20,706 36,184 - -- others 10,791 32,133 - -Inventories written down 23,858 90,000 - -

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26. LOSS BEFORE TAXATION (CONT’D)


to to to to30.6.2015 30.6.2014 30.6.2015 30.6.2014RM'000 RM'000 RM'000 RM'000

Loss before taxationat after charging/ (crediting) (Cont‟d):-

Rental of equipment 2 1,400 - -Rental of motor vehicle - 115 - -Rental of premises 530 524 - -Rental of lease 357 1,982 - -Staff costs:- salaries and other

benefits 14,684 75,979 - -- defined contribution plan 1,202 9,125 - -- staff retrenchment

compensation 40,890 - - -Loss on disposal ofequipment 800 - - -Loss on foreign exchange:- realised 116 17,041 - -- unrealised 3,276 170 - -

Imputed interest income - (126,390) - -Interest income - (147) - -Waiver of debt (732) - - -

27. INCOME TAX EXPENSE

The Group1.7.2014 1.1.2013

to to30.6.2015 30.6.2014RM'000 RM'000

Current tax expense:- (over)/underprovision in the previous

financial period/year (12) 19

(12) 19Deferred tax asset (Note 8) - 120,000

(12) 120,019


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27. INCOME TAX EXPENSE (CONT’D)

A reconciliation of the income tax expense applicable to the loss before taxation at the statutory tax rate to income tax expense at the effective tax rate of the Group and the Company is as follows:-



Loss before taxation (687,532) (1,097,452) (1,280) (946,030)

Tax at the statutory tax rate of 25% (171,883) (274,363) (320) (236,508)

Tax effects of:-Non-deductible expenses 1,226 35,368 320 236,508Deferred tax asset not recognised in the financial year/period 170,657 358,995 - -Underprovision in theprevious financialperiod/year

(12) 19 - -

Income tax expense forthe financial year/period (12) 120,019 - -

The statutory tax rate will be reduced to 24% from the current financial year‟s rate of 25%, effective year of assessment 2016.

No deferred tax asset is recognised in respect of the following items:-

The Group2015 2014

RM'000 RM'000

Unutilised tax losses 3,997,676 3,315,119Unabsorbed capital allowances 67 32Other deductible differences 74,936 74,900

4,072,679 3,390,051

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28. LOSS PER SHARE The Group

2015 2014

Loss attributable to owners of the Company (RM‟000) (687,520) (1,217,471)

Number of ordinary shares in issue (‟000) 560,000 560,000

Basic loss per share (sen) (122.77) (217.41)

The diluted loss per share was not presented as there is an anti-dilutive effect arising from the assumed conversion of the RCULS and ICULS.

29. PURCHASE OF PROPERTY, PLANT AND EQUIPMENT

The Group2015 2014

RM'000 RM'000

Cost of property, plant and equipment purchased 5,012 149,704Amount financed through hire purchase - (97)

Cash disbursed for purchase of property, plant and equipment 5,012 149,607

30. CASH AND CASH EQUIVALENTS

For the purpose of the statements of cash flows, cash and cash equivalents comprise the following:-


RM'000 RM'000 RM'000 RM'000

Cash and bank balances 14,562 13,956 4 4Bank overdrafts (Note 23) (20,493) (15,987) - -

(5,931) (2,031) 4 4


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31. DIRECTORS’ REMUNERATION

The aggregate amount of emoluments received and receivable by Directors of the Group during the financial year/period are as follows:



Executive directors:- basic salaries, bonus

and allowances 29 5,326 - -- defined contribution plan 3 731 - -- fee - 95 - 95- retrenchment

compensation 324 - - -

356 6,152 - 95

Non-executive directors:- fee 140 130 140 130

496 6,282 140 225

The details of emoluments for the directors of the Group received/receivable for the financial year/period in bands of RM50,000 are as follows:-


RM'000 RM'000 RM'000 RM'000Executive directors:-Below RM50,000 3 - - 3RM50,001 – RM200,000 2 - - -RM200,001 - RM250,000 - 1 - -RM650,001 - RM700,000 - 1 - -RM700,001 - RM750,000 - 1 - -RM1,150,001 - RM1,200,000 - 1 - -RM1,450,001 - RM1,500,000 - 1 - -RM1,850,001 - RM1,900,000 - 1 - -

Non-executive directors:-Below RM50,000 3 4 3 4

8 10 3 7

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32. SIGNIFICANT RELATED PARTY DISCLOSURES

(a) Identities of related parties

The Group has related party relationships with its related companies and companies in which certain directors/shareholders have substantial financial interests, key management personnel and entities in which the key management have significant financial interests.

Related companies are companies within the group of the Company.

The relationships with the Group in which certain directors/shareholders have substantial financial interests were disclosed in Note 12 to the financial statements.

(b) In addition to the information detailed elsewhere in the financial statements, the Group carried out the following significant transactions with related parties during the financial year/period:-

The Group1.7.2014 1.1.2013

to to30.6.2015 30.6.2014RM'000 RM'000

Sales to:-Related party:- a shareholder of the Company - 274,876

Purchases from:-Related parties:- companies in which a shareholder has a

substantial financial interest - 77,720

Purchases of equipment from:-Related party:- a company in which a shareholder of the

Company has a substantial financial interest - 4,034

Interest charges from:-Related parties:-- a shareholder of the Company - 41,898- companies in which a shareholder of the

Company has a substantial financial interest 30,212 3,358


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32. SIGNIFICANT RELATED PARTY DISCLOSURES (CONT’D)

(b) In addition to the information detailed elsewhere in the financial statements, the Group carried out the following significant transactions with related parties during the financial year/period (Cont‟d):-

The Group1.7.2014 1.1.2013

to to30.6.2015 30.6.2014RM‟000 RM‟000

Services from:-Related parties:- a shareholder of the Company - 2,387

Transportation services from:-Related party:- a company in which a shareholder of the

Company has a substantial financial interest - 14,194

Key management personnel compensation:- salaries, allowances and bonuses 29 5,326- defined contribution plan 3 731- retrenchment compensation 324 -

356 6,057

33. CAPITAL COMMITMENT The Group

2015 2014RM'000 RM'000

Plant and equipment- Approved and contracted for 65,796 58,605

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34. CONTINGENT LIABILITIES

The Group2015 2014

RM'000 RM'000

Claims by suppliers/financier:- Claim I - 82,720- Claim II 3,500 3,500- Claim III 16,560 14,045- Claim IV 15,165 -

35,225 100,265

Claim I

Claims have been made by two suppliers on the non-performance of the Contract of Affreightment. During the financial year, the subsidiary has made a provision for these claims by suppliers. As at the date of this report, the Management is not aware of any legal proceedings being instituted by the suppliers against the subsidiary.

Claim II

A claim has been made by a supplier for compensation on the breach of the Supply Agreement and Kiln Management Agreement. The Court has fixed the case management and pending the outcome of the restructuring exercise.

Claim III

A financier issued a claim on the subsidiary and the Company as guarantor for the outstanding amount including interest. As at the date of this report, the Management is not aware of any legal proceedings being instituted by the financier against the subsidiary or the Company.

Claim IV

A claim has been made by a supplier for substantial loss suffered on the termination of Sale and Purchase of Slag Agreement. As at the date of this report, the Management is not aware of any legal proceedings being instituted by the supplier against the subsidiary.


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35. OPERATING SEGMENTS

Operating segments are prepared in a manner consistent with the internal reporting provided to theGroup Executive Committee as its chief operating decision maker in order to allocate resources to segments and to assess their performance. For management purposes, the Group is organised into business units based on their products and services provided.

The Group is organised into 3 main business segments as follows:-

(i) Manufacturing segment – involved in the manufacturing and trading in direct reduced iron, steel billets, beam blanks and blooms.

(ii) Training and education segment – involved in provision of vocational and technical training and operating educational centres.

(iii) Investment holding segment - involved in investing activities.

The Group Executive Committee assesses the performance of the operating segments based on theoperating profit or loss which is measured differently from those disclosed in the consolidated financial statements.

BUSINESS SEGMENTS

Manufacturing And Trading Of

Steel BilletsRM‟000

Training And

EducationRM‟000

Investment HoldingRM‟000

GroupRM‟000

1.7.2014 to 30.6.2015

RevenueExternal revenue - 774 - 774Inter-segment revenue - - - -

- 774 - 774

Consolidation adjustments and eliminations -

Consolidated revenue 774

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35. OPERATING SEGMENTS (CONT’D)

BUSINESS SEGMENTS (CONT’D)



Training And

EducationRM‟000


GroupRM‟000

1.7.2014 to 30.6.2015

ResultsResults before following adjustments (172,920) (167) (656) (173,743)Allowance for impairmentlosses on property, plant and equipment (251,000) - - (251,000)Allowance for impairmentlosses on receivables (20,330) (232) - (20,562)Depreciation of property, plant and equipment (78,683) (70) - (78,753)Inventories written down (23,858) - - (23,858)

Segment results (546,791) (469) (656) (547,916)

Finance cost (139,616)Income tax expense 12

Consolidated loss after taxation (687,520)


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ManufacturingAnd Trading Of


TrainingAnd

EducationRM‟000


GroupRM‟000

2015

AssetsSegment assets 1,015,235 541 4 1,015,780Tax refundable 103 43 - 146

Consolidated total assets 1,015,926

LiabilitiesSegment liabilities 2,241,985 303 281,246 2,523,534Deferred tax liabilities - - 932 932

Consolidated total liabilities 2,524,466

Other Segment ItemsAddition to non-current assets other than financial instruments:- property, plant and

equipment 4,997 15 - 5,012

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Training And

EducationRM‟000


GroupRM‟000

1.1.2013 to 30.6.2014

RevenueExternal revenue 1,078,715 2,866 - 1,081,581Inter-segment revenue - 1,674 - 1,674

1,078,715 4,540 - 1,083,255Consolidation adjustments and eliminations (1,674)

Consolidated revenue 1,081,581


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TrainingAnd

EducationRM‟000


GroupRM‟000

1.1.2013 to 30.6.2014

ResultsResults before following adjustments (522,363) (290) (696) (523,349)Consolidation adjustmentsand eliminations 904 (904) 944,410 944,410Allowance for impairmentlosses on intangible assets - (1,293) - (1,293)Allowance for impairmentlosses on investments in subsidiaries - - (943,974) (943,974)Allowance for impairmentlosses on property, plant and equipment (244,348) - - (244,348)Allowance for impairmentlosses on receivables (44,758) - (436) (45,194)Depreciation of property, plant and equipment (120,057) (255) - (120,312)Inventories written down (90,000) - - (90,000)Imputed interest income 126,390 - - 126,390Interest income 147 - - 147

Segment results (894,085) (2,742) (696) (897,523)

Finance cost (199,929)Income tax expense (120,019)

Consolidated loss after taxation (1,217,471)

100


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TrainingAnd

EducationRM‟000


GroupRM‟000

2014

AssetsSegment assets 1,388,564 1,958 4 1,390,526Tax refundable 103 12 - 115

Consolidated total assets 1,390,641

LiabilitiesSegment liabilities 1,929,036 268 281,425 2,210,729Deferred tax liabilities - - 932 932

Consolidated total liabilities 2,211,661

Other Segment ItemsAddition to non-current assets other than financial instruments:- property, plant and

equipment 149,688 16 - 149,704


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Page 75


GEOGRAPHICAL SEGMENTS

Revenue Non-Current Assets1.7.2014

to30.6.2015

1.1.2013to

30.6.2014 2015 2014RM‟000 RM‟000 RM‟000 RM‟000

Malaysia 774 357,678 906,076 1,233,777South East Asia - 718,107 - -Asia - 5,796 - -Others - - - -

774 1,081,581 906,076 1,233,777

MAJOR CUSTOMERS

The following are major customers with revenue equal to or more than 10% of the Group revenue:-

Revenue Segment1.7.2014

to30.6.2015

1.1.2013to

30.6.2014RM‟000 RM‟000

Customer A - 275,243 Manufacturing and trading ofsteel billets

Customer B - 239,050 Manufacturing and trading ofsteel billets

Customer C - 163,305 Manufacturing and trading of steel billets

Customer D - 113,646 Manufacturing and trading of steel billets

102


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Page 76

36. FINANCIAL INSTRUMENTS

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

36.1 FINANCIAL RISK MANAGEMENT POLICIES

The Group‟s policies in respect of the major areas of treasury activity are as follows:-

(a) Market Risk

(i) Foreign Currency Risk

The Group is exposed to foreign currency risk on transactions and balances that are denominated in currencies other than Ringgit Malaysia. The currencies giving rise to this risk are primarily United States Dollar (“USD”), Euro (“EUR”) and Japanese Yen (“JPY”). Foreign currency risk is monitored closely on an ongoing basis to ensure that the net exposure is at anacceptable level.

Foreign currency exposure

UnitedStates Japanese RinggitDollar Euro Yen Malaysia Total

The Group RM‟000 RM‟000 RM‟000 RM‟000 RM‟000

2015

Financial AssetsOther receivablesand deposits 1,001 239 502 2,698 4,440Amount owing byrelated parties - - - 2,139 2,139Cash and bankbalances 125 - - 14,437 14,562

1,126 239 502 19,274 21,141


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Page 77

36. FINANCIAL INSTRUMENTS (CONT’D)

36.1 FINANCIAL RISK MANAGEMENT POLICIES (CONT‟D)

(a) Market Risk (Cont’d)

(i) Foreign Currency Risk (Cont‟d)

Foreign currency exposure (Cont’d)

United States Japanese RinggitDollar Euro Yen Malaysia Total


2015

Financial LiabilitiesTrade payables 170,342 1,777 - 501,644 673,763Other payables 6,310 - - 294,720 301,030and accrualsAmount owing torelated parties 8,226 - - 167,002 175,228RCULS - - - 276,270 276,270Short-term loan - - - 25,000 25,000ICULS - - - 4,864 4,864Bankers‟ acceptances - - - 561,296 561,296Loan from a related party - - - 83,440 83,440Loan from the MalaysianGovernment - - - 117,131 117,131Term loans - - - 172,823 172,823Murabahah Medium - - - 110,000 110,000Term LoanHire purchase payables - - - 2,196 2,196Bank overdrafts - - - 20,493 20,493

184,878 1,777 - 2,336,879 2,523,534

Net financial (liabilities)/assets (184,752) (1,538) 502 (2,317,605) (2,503,393)Less: Net financialliabilities denominated inthe respective entities‟functional currencies - - - 2,317,605 2,317,605

Currency Exposure (184,752) (1,538) 502 - (185,788)

104


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Page 78








2014

Financial AssetsOther receivablesand deposits 6,437 238 502 13,978 21,155Amount owing byrelated parties - - - 2,139 2,139Cash and bankbalances 125 - - 13,831 13,956

6,562 238 502 29,948 37,250


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Page 79








2014

Financial LiabilitiesTrade payables 45,262 1,777 - 511,552 558,591Other payablesand accruals 6,310 - - 136,189 142,499Amount owing torelated parties 13,052 - - 127,334 140,386RCULS - - - 276,270 276,270Short-term loan - - - 25,000 25,000ICULS - - - 4,864 4,864Bankers‟ acceptances - - - 561,296 561,296Loan from a related party - - - 83,440 83,440Loan from the MalaysianGovernment - - - 117,131 117,131Term loans - - - 172,823 172,823Murabahah Medium Term Loan - - - 110,000 110,000Hire purchase payables - - - 2,969 2,969Bank overdrafts - - - 15,987 15,987

64,624 1,777 - 2,144,855 2,211,256

Net financial (liabilities)/assets (58,062) (1,539) 502 (2,114,907) (2,174,006)Less: Net financialliabilities denominated inthe respective entities‟functional currencies - - - 2,114,907 2,114,907

Currency Exposure (58,062) (1,539) 502 - (59,099)

106


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Foreign currency risk sensitivity analysis

The following table details the sensitivity analysis to a reasonably possible change in the foreign currencies as at the end of the reporting period, with all other variables held constant:-

The Group1.7.2014 1.1.2013

to to30.6.2015 30.6.2014RM‟000 RM‟000

Effects on loss after taxation

USD/RM:- strengthened by 5% + 6,891 + 2,177- weakened by 5% - 6,891 - 2,177

EUR/RM:- strengthened by 5% + 58 + 58- weakened by 5% - 58 - 58

JPY/RM:- strengthened by 5% - 19 - 19- weakened by 5% + 19 + 19

Effects on equity

USD/RM:- strengthened by 5% - 6,891 - 2,177- weakened by 5% + 6,891 + 2,177

EUR/RM:- strengthened by 5% - 58 - 58- weakened by 5% + 58 + 58

JPY/RM:- strengthened by 5% + 19 + 19- weakened by 5% - 19 - 19


ANNUAL REPORT 2015

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Page 81




(ii) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group‟s exposure to interest rate risk arises mainly from interest-bearing financial assets and liabilities. The Group‟s policy is to obtain the most favourable interest rates available. Any surplus funds of the Group will be placed with licensed financial institutions to generate interest income.

Information relating to the Group‟s exposure to the interest rate risk of the financial liabilities is disclosed in Note 36.1(c) to the financial statements.

Interest rate risk sensitivity analysis

The following table details the sensitivity analysis to a reasonably possible change in the interest rates as at the end of the reporting period, with all other variables held constant:-

The Group The Company1.7.2014

to30.6.2015

1.1.2013to

30.6.2014

1.7.2014to

30.6.2015

1.1.2013to

30.6.2014RM‟000 RM‟000 RM‟000 RM‟000

Effects on loss after taxation

Increase of 100 basis points (“bp”) + 9,227 + 9,205 + 2,189 + 2,189Decrease of 100 bp - 9,227 - 9,205 - 2,189 - 2,189

Effects on equity

Increase of 100 bp - 9,227 - 9,205 - 2,189 - 2,189Decrease of 100 bp + 9,227 + 9,205 + 2,189 + 2,189

108


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Page 82




(iii) Equity Price Risk

The Group does not have any quoted investments and hence is not exposed to equity price risk.

(b) Credit Risk

The Group‟s exposure to credit risk, or the risk of counterparties defaulting, arises mainly from trade and other receivables. The Group manages its exposure to credit risk by the application of credit approvals, credit limits and monitoring procedures on an ongoing basis. For other financial assets (including cash and bank balances), the Group minimises credit risk by dealing exclusively with high credit rating counterparties.

The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of the trade and other receivables as appropriate. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. Impairment is estimated by management based on prior experience and the current economic environment.

(i) Credit risk concentration profile

The Group does not have any major concentration of credit risk related to any individual customer or counterparty.

(ii) Exposure to credit risk

As the Group does not hold any collateral, the maximum exposure to credit risk is represented by the carrying amount of the financial assets as at the end of the reporting period.

The exposure of credit risk for trade receivables (including amount owing by related parties) by geographical region are all in Malaysia.


ANNUAL REPORT 2015

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Page 83



(b) Credit Risk (Cont’d)

(iii) Ageing analysis

The ageing analysis of the Group‟s trade receivables (including amount owing by related parties) as at reporting period is as follows:-

Gross Individual Collective CarryingAmount Impairment Impairment Value

The Group RM‟000 RM‟000 RM‟000 RM‟000

2015

Not past due - - - -

Past due:-- over 6 months 59,608 (57,469) - 2,139

59,608 (57,469) - 2,139

2014

Not past due - - - -

Past due:-- over 6 months 59,608 (57,469) - 2,139

59,608 (57,469) - 2,139

At the end of the reporting period, trade receivables that are individually impaired were those in significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancement.

Trade receivables that are past due but not impaired

The Group believes that no impairment allowance is necessary in respect of these trade receivables. They are substantially companies with good collection track record and no recent history of default.

110


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Page 84



(c) Liquidity Risk

Liquidity risk arises mainly from general funding and business activities. The Group practises prudent risk management by maintaining sufficient cash balances and theavailability of funding through certain committed credit facilities.

The following table sets out the maturity profile of the financial liabilities as at the end of the reporting period based on contractual undiscounted cash flows(including interest payments computed using contractual rates or, if floating, based on the rates at the end of the reporting period):-

WeightedAverage ContractualEffective Carrying Undiscounted Within 1 – 5

Rate Amount Cash Flows 1 Year YearsThe Group % RM‟000 RM‟000 RM‟000 RM‟000

2015

Loan from a related party 8.00 19,894 21,486 21,486 -Loan from a related party - 63,546 63,546 63,546 -Loan from the Malaysian Government 8.00 27,499 29,699 29,699 -Loan from the Malaysian Government - 89,632 89,632 89,632 -Term loans 9.81 172,823 189,777 189,777 -Murabahah Medium Term Loan 9.36 110,000 120,300 120,300 -Bankers‟ acceptances 10.42 561,296 561,296 561,296 -Short-term loan 15.70 25,000 25,000 25,000 -Hire purchase payables 5.71 2,196 2,406 2,406RCULS 7.00 276,270 343,700 19,600 324,100ICULS 4.00 4,864 2,184 624 1,560Bank overdrafts 8.35 20,493 20,493 20,493 -Trade payables - 673,763 673,763 455,303 218,460Other payables and accruals - 301,030 301,030 301,030 -Amount owing to related parties - 175,228 175,228 175,228 -

2,523,534 2,619,540 2,075,420 544,120


ANNUAL REPORT 2015

111




Page 85



(c) Liquidity Risk (Cont’d)


Rate Amount Cash Flows 1 Year YearsThe Group % RM‟000 RM‟000 RM‟000 RM‟000

2014

Loan from arelated party 8.00 19,894 21,486 21,486 -Loan from a related party - 63,546 63,546 63,546 -Loan from the Malaysian Government 8.00 27,499 29,699 29,699 -Loan from the Malaysian Government - 89,632 89,632 89,632 -Term loans 12.65 172,823 187,686 187,686 -Murabahah Medium Term Loan 9.36 110,000 125,450 125,450 -Bankers‟ acceptances 10.42 561,296 561,296 561,296 -Short-term loan 14.85 25,000 25,000 25,000 -Hire purchase payables 8.01 2,969 3,187 2,222 965RCULS 7.00 276,270 373,100 19,600 353,500ICULS 4.00 4,864 2,808 624 2,184Bank overdrafts 8.10 15,987 15,987 15,987 -Trade payables - 558,591 558,591 247,349 311,242Other payables and accruals - 142,499 142,499 142,499 -Amount owing to related parties - 140,386 140,386 140,386 -

2,211,256 2,340,353 1,672,462 667,891

112


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(c) Liquidity Risk (Cont’d)


Rate Amount Cash Flows 1 Year YearsThe Company % RM‟000 RM‟000 RM‟000 RM‟000

2015

RCULS 7.00 276,270 373,100 19,600 353,500ICULS 4.00 4,864 2,184 624 1,560Other payables andaccruals - 112 112 112 -Amount owing to a subsidiary - 1,459 1,459 1,459 -

282,705 376,855 21,795 355,060

2014

RCULS 7.00 276,270 373,100 19,600 353,500ICULS 4.00 4,864 2,808 624 2,184Other payables andaccruals - 291 291 291 -

281,425 376,199 20,515 355,684

36.2 CAPITAL RISK MANAGEMENT

The Group manages its capital to ensure that entities within the Group will be able to maintain an optimal capital structure so as to support their businesses and maximise shareholders‟value. To achieve this objective, the Group may make adjustments to the capital structure in view of changes in economic conditions, such as adjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares.


ANNUAL REPORT 2015

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Page 87


36.2 CAPITAL RISK MANAGEMENT (CONT‟D)

The Group manages its capital based on debt-to-equity ratio. The debt-to-equity ratio is calculated as total net external borrowings divided by total equity. Net debt is calculated as net external borrowings less fixed deposits with a financial institution and cash and bank balances.

There was no change in the Company‟s approach to capital management during the financial year.

The Group has significant borrowings but a relatively small equity base. The debt-to-equity ratio is not presented as it may not provide a meaningful indicator of the risk of borrowings.

As disclosed in Note 3.2, the Company is currently in the midst of formulating a Regularisation Plan to address its PN17 status.

36.3 CLASSIFICATION OF FINANCIAL INSTRUMENTS


RM‟000 RM‟000 RM‟000 RM‟000Financial Assets

Loans and receivablesfinancial assets Other receivablesand deposits 4,440 21,155 - -Amount owing byrelated parties 2,139 2,139 - -Cash and bankbalances 14,562 13,956 4 4

21,141 37,250 4 4

114


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Page 88


36.3 CLASSIFICATION OF FINANCIAL INSTRUMENTS (CONT‟D)


RM‟000 RM‟000 RM‟000 RM‟000

Financial Liabilities

Other financial liabilitiesLoan from a related party 83,440 83,440 - -Loan from theMalaysian Government 117,131 117,131 - -Murabahah MediumTerm Loan 110,000 110,000 - -Term loans 172,823 172,823 - -Bankers‟ acceptances 561,296 561,296 - -Short-term loan 25,000 25,000 - -Hire purchase payables 2,196 2,969 - -RCULS 276,270 276,270 276,270 276,270ICULS 4,864 4,864 4,864 4,864Bank overdrafts 20,493 15,987 - -Trade payables 673,763 558,591 - -Other payables andaccruals 301,030 142,499 112 291Amount owing torelated parties 175,228 140,386 - -Amount owing to asubsidiary - - 1,459 -

2,523,534 2,211,256 282,705 281,425


ANNUAL REPORT 2015

115


PERW

AJA

HOLD

INGS

BER

HAD

(Inco

rpor

ated

in M

alays

ia)

Com

pany

No:

798

513

- D

NOTE

S TO

THE

FIN

ANCI

AL S

TATE

MEN

TS

FOR

THE

FINA

NCIA

L YE

AR E

NDED

30

JUNE

201

5

P

age

89

36.

FINA

NCIA

L IN

STRU

MENT

S (C

ONT’

D)

36.4

FA

IR V

ALUE

INFO

RMAT

ION

Othe

r tha

n th

ose

disclo

sed

below

, the

fair

value

s of

the

finan

cial a

sset

s an

d fin

ancia

l liab

ilities

mat

uring

with

in th

e ne

xt 12

mon

ths

appr

oxim

ated

their

ca

rrying

am

ount

s due

to th

e re

lative

ly sh

ort-t

erm

mat

urity

of t

he fin

ancia

l instr

umen

ts. T

hese

fair

value

s ar

e de

term

ined

by d

iscou

nting

the

relev

ant c

ash

flows

at r

ates

equ

al to

the

curre

nt m

arke

t int

eres

t rat

e plu

s ap

prop

riate

cre

dit ra

ting,

whe

re n

eces

sary

. The

fair

value

s ar

e inc

luded

in le

vel 2

of t

he fa

ir va

lue h

ierar

chy.

Fair

Value

Of F

inanc

ial In

stru

men

ts Ca

rried

At F

air V

alue

Fair

Value

Of F

inanc

ial In

stru

men

ts No

t Ca

rried

At F

air V

alue

Tota

lFa

irCa

rrying

Leve

l 1Le

vel 2

Leve

l 3Le

vel 1

Leve

l 2Le

vel 3

Value

Amou

ntTh

e Gro

upRM

‟000

RM‟00

0RM

‟000

RM‟00

0RM

‟000

RM‟00

0RM

‟000

RM‟00

0

2015

Fina

ncial

Liab

ilities

Trad

e pa

yable

s-

--

-67

3,76

3-

673,

763

673,

763

Hire

pur

chas

e pa

yable

s-

--

-2,

196

-2,

196

2,19

6RC

ULS

--

--

201,

982

-20

1,98

227

6,27

0

2014

Fina

ncial

Liab

ilities

Trad

e pa

yable

s-

--

-55

8,59

1-

558,

591

558,

591

Hire

pur

chas

e pa

yable

s-

--

-2,

969

-2,

969

2,96

9RC

ULS

--

--

206,

397

-20

6,39

727

6,27

0

116


ANNUAL REPORT 2015


PERW

AJA

HOLD

INGS

BER

HAD

(Inco

rpor

ated

in M

alays

ia)

Com

pany

No:

798

513

- D

NOTE

S TO

THE

FIN

ANCI

AL S

TATE

MEN

TS

FOR

THE

FINA

NCIA

L YE

AR E

NDED

30

JUNE

201

5

P

age

90

36.

FINA

NCIA

L IN

STRU

MEN

TS (C

ONT’

D)

36.4

FA

IR V

ALUE

INFO

RMAT

ION

(CON

T‟D)

Fair

Value

Of F

inanc

ial In

stru

men

ts Ca

rried

At F

air V

alue

Fair

Value

Of F

inanc

ial In

stru

men

ts No

t Ca

rried

At F

air V

alue

Tota

lFa

irCa

rryin

gLe

vel 1

Leve

l 2Le

vel 3

Leve

l 1Le

vel 2

Leve

l 3Va

lueAm

ount

The C

ompa

nyRM

‟000

RM‟00

0RM

‟000

RM‟00

0RM

‟000

RM‟00

0RM

‟000

RM‟00

0

2015

Fina

ncial

Liab

ility

RCUL

S-

--

-20

1,98

2-

201,

982

276,

270

2014

Fina

ncial

Liab

ility

RCUL

S-

--

-20

6,39

7-

206,

397

276,

270


ANNUAL REPORT 2015

117


PERW

AJA

HOLD

INGS

BER

HAD

(Inco

rpor

ated

in M

alays

ia)

Com

pany

No:

798

513

- D

NOTE

S TO

THE

FIN

ANCI

AL S

TATE

MEN

TS

FOR

THE

FINA

NCIA

L YE

AR E

NDED

30

JUNE

201

5

P

age

91

36.

FINA

NCIA

L IN

STRU

MENT

S (C

ONT’

D)

36.4

FA

IR V

ALUE

INFO

RMAT

ION

(CON

T‟D)

The

fair

value

s of

trad

e pa

yable

s, hir

e pu

rcha

se p

ayab

les a

ndRC

ULS

are

dete

rmine

d by

disc

ount

ing th

e re

levan

t cas

h flo

ws u

sing

inter

est r

ates

for

simila

r ins

trum

ents

at th

e en

d of

the

finan

cial y

ear.

The

inter

est r

ates

use

d to

disc

ount

the

estim

ated

cash

flows

are

as f

ollow

s:-

The G

roup

The C

ompa

ny20

1520

1420

1520

14

Trad

e pa

yable

s12

.00%

12.0

0%-

-Hi

re p

urch

ase

paya

bles

4.66

% to

6.5

4%4.

66%

to 6

.88%

--

RCUL

S14

.83%

14.2

6%14

.83%

14.2

6%

Ther

e we

re n

o tra

nsfe

r bet

ween

leve

l 1 a

nd le

vel 2

dur

ing th

e fin

ancia

l yea

r.

118


ANNUAL REPORT 2015




Page 92

37. SIGNIFICANT EVENT DURING THE FINANCIAL YEAR

On 11 February 2015, the Company entered into a Memorandum of Agreement with Tianjin Zhi Yuan Investment Group Co Ltd (“Tianjin Zhiyuan”) (“MOA”) to explore the possibility of Tianjin Zhiyuan‟sparticipation in the Company and/or via other business corporation model to revive the Group and to transform and/or operate PSSB‟s steel manufacturing plant in Kemaman (“Kemaman Plant”) into a profitable metal-steel related manufacturing plant as part of the proposed regularisation of the Company. Subsequently, on 29 April 2015, the Group and Tianjin Zhiyuan entered into a second memorandum of agreement (“2nd MOA”), and PSSB and Tianjin Zhiyuan entered into a lease agreement (“Lease Agreement”) to further formalise the parties‟ agreement to revamp and restart the Kemaman Plant.

On 15 July 2015, the Company, PSSB and Zhiyuan International Investment & Holding Group (Hong Kong) Co., Limited (“Zhiyuan”) (a company wholly-owned by Tianjin Zhiyuan) have entered into a conditional Master Framework Agreement to formalise the parties‟ intention and understanding in relation to the proposed regularisation of the Group (“MFA”). The MFA will supersede the MOA, 2nd MOA and Lease Agreement, all of which are deemed to have been mutually terminated upon the execution of MFA.

On completion of the proposed regularisation of the Group, Zhiyuan will emerge as the new strategic shareholder of the Company. However, the Zhiyuan‟s participation in the PRP is conditional upon thefulfillment of all the conditions precedent in the MFA. The parties shall fulfill the conditions precedent within 12 months from the date of MFA or such other later date as the parties may mutually agree upon.

At the end of the reporting period, the Company is in the midst of formulating the conditions precedent and pending the procurement of all requisite approvals from various parties.


ANNUAL REPORT 2015

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Page 93

38. COMPARATIVE FIGURES

In the previous financial period, the Group and the Company changed their financial year end from 31 December to 30 June. Accordingly, the financial statements of the Group and the Company for the previous financial period ended 30 June 2014 cover an 18 month period from 1 January 2013 to 30 June 2014 as compared to the 12-month period from 1 July 2014 to 30 June 2015.

The following comparative figures have been reclassified to conform with the presentation of the current financial year:-

AsRestated

AsPreviouslyReported

RM‟000 RM‟000Statements of Financial Position (Extract):-

Other receivables, deposits and prepayments 21,394 21,275Amount owing by related companies - 1,550Amount owing by related parties 2,139 181Other payables and accruals 142,499 134,100Amount owing to ultimate holding company - 15,368Amount owing to immediate holding company - 77,284Amount owing to related companies - 23,994Amount owing to related parties 140,386 31,612

Statements of Cash Flows (Extract):-

Net cash from operating activities 49,945 35,113Net cash from financing activities 69,645 84,477

120


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Page 94

39. SUPPLEMENTARY INFORMATION – DISCLOSURE OF REALISED AND UNREALISEDPROFIT/LOSS

The breakdown of the accumulated losses of the Group and of the Company as at the end of the reporting period into realised and unrealised profit/(losses) are presented in accordance with the directive issued by Bursa Malaysia Securities Berhad and prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirement, as issued by the Malaysian Institute of Accountants, as follows:-


RM‟000 RM‟000 RM‟000 RM‟000

Total accumulatedlosses: - realised (3,412,498) (2,728,084) (958,655) (957,375)- unrealised (3,276) (170) - -

(3,415,774) (2,728,254) (958,655) (957,375)Less: Consolidationadjustments 944,410 944,410 - -

At 30 June 2015/2014 (2,471,364) (1,783,844) (958,655) (957,375)


ANNUAL REPORT 2015

121

Statement of Shareholdings as at 03 November 2015

Statement of Shareholdings as at 03 NOVEMBER 2015

Authorised Share Capital : RM2,000,000,000 Issued and Paid -Up Share Capital : RM560,000,000 Class of Shares : Ordinary Shares of RM1.00 each Voting Rights : 1 Vote per Ordinary Share

DISTRIBUTION OF SHAREHOLDINGS AS AT 03 NOVEMBER 2015

Range of Shareholdings No. of

Shareholders

Percentage of Shareholders

(%)

No. of Ordinary

Shares

Percentage of Issued Capital

%) Less than 100 261 4.18 6,447 0.00 100 - 1,000 1,344 21.54 884,547 0.16 1,001 - 10,000 2,806 44.96 13,080,845 2.33 10,001 - 100,000 1,515 24.27 55,979,492 10.00 100,001 to less than 5% of issued shares 313 5.02 173,148,669 30.92 5% and above of issued shares 2 0.03 316,900,000 56.59 Total 6,241 100.00 560,000,000 100.00

THIRTY LARGEST SHAREHOLDERS AS AT 03 NOVEMBER 2015 (as per Record of Depositors)

Name

No. of Ordinary Shares

Percentage of Issued

Capital (%)

1 Kinsteel Bhd 161,000,000 28.75

2. Equal Concept Sdn Bhd 155,900,000 27.84

3 Maju Holdings Sdn Bhd 21,684,300 3.87

4. Teo Yek Ming 10,000,000 1.79

5. Tan Cheng Kiat 4,250,000 0.76

6. HSBC Nominees (Asing) Sdn Bhd 4,213,513 0.75 Exempt AN for Bank Julius Baer & Co. Ltd. (SINGAPORE BCH)

7. Ting Yew Tong 3,900,000 0.70

8. Koh Boon Poh 3,450,000 0.62

9. UOB Kay Hian Nominees (Tempatan) Sdn Bhd 2,610,200 0.47

Exempt AN for UOB Kay Hian Pte Ltd (A/C Clients)

10. Heng Yong Kang @ Wang Yong Kang 2,300,000 0.41





Shareholders


(%)

No. of Ordinary

Shares




Name



Capital (%)

1 Kinsteel Bhd 161,000,000 28.75



4. Teo Yek Ming 10,000,000 1.79

5. Tan Cheng Kiat 4,250,000 0.76


7. Ting Yew Tong 3,900,000 0.70

8. Koh Boon Poh 3,450,000 0.62








Shareholders


(%)

No. of Ordinary

Shares




Name



Capital (%)

1 Kinsteel Bhd 161,000,000 28.75



4. Teo Yek Ming 10,000,000 1.79

5. Tan Cheng Kiat 4,250,000 0.76


7. Ting Yew Tong 3,900,000 0.70

8. Koh Boon Poh 3,450,000 0.62








Shareholders


(%)

No. of Ordinary

Shares




Name



Capital (%)

1 Kinsteel Bhd 161,000,000 28.75



4. Teo Yek Ming 10,000,000 1.79

5. Tan Cheng Kiat 4,250,000 0.76


7. Ting Yew Tong 3,900,000 0.70

8. Koh Boon Poh 3,450,000 0.62








Shareholders


(%)

No. of Ordinary

Shares




Name



Capital (%)

1 Kinsteel Bhd 161,000,000 28.75



4. Teo Yek Ming 10,000,000 1.79

5. Tan Cheng Kiat 4,250,000 0.76


7. Ting Yew Tong 3,900,000 0.70

8. Koh Boon Poh 3,450,000 0.62








Shareholders


(%)

No. of Ordinary

Shares




Name



Capital (%)

1 Kinsteel Bhd 161,000,000 28.75



4. Teo Yek Ming 10,000,000 1.79

5. Tan Cheng Kiat 4,250,000 0.76


7. Ting Yew Tong 3,900,000 0.70

8. Koh Boon Poh 3,450,000 0.62








Shareholders


(%)

No. of Ordinary

Shares




Name



Capital (%)

1 Kinsteel Bhd 161,000,000 28.75



4. Teo Yek Ming 10,000,000 1.79

5. Tan Cheng Kiat 4,250,000 0.76


7. Ting Yew Tong 3,900,000 0.70

8. Koh Boon Poh 3,450,000 0.62








Shareholders


(%)

No. of Ordinary

Shares




Name



Capital (%)

1 Kinsteel Bhd 161,000,000 28.75



4. Teo Yek Ming 10,000,000 1.79

5. Tan Cheng Kiat 4,250,000 0.76


7. Ting Yew Tong 3,900,000 0.70

8. Koh Boon Poh 3,450,000 0.62








Shareholders


(%)

No. of Ordinary

Shares




Name



Capital (%)

1 Kinsteel Bhd 161,000,000 28.75



4. Teo Yek Ming 10,000,000 1.79

5. Tan Cheng Kiat 4,250,000 0.76


7. Ting Yew Tong 3,900,000 0.70

8. Koh Boon Poh 3,450,000 0.62








Shareholders


(%)

No. of Ordinary

Shares




Name



Capital (%)

1 Kinsteel Bhd 161,000,000 28.75



4. Teo Yek Ming 10,000,000 1.79

5. Tan Cheng Kiat 4,250,000 0.76


7. Ting Yew Tong 3,900,000 0.70

8. Koh Boon Poh 3,450,000 0.62




122


ANNUAL REPORT 2015


Name



Capital (%)

11. Alliancegroup Nominees (Tempatan) Sdn Bhd 2,161,200 0.39

Pledged Securities Account for Pheng Yin Huah (8080339)

12. Lau Bong Wong 2,000,000 0.36

13. Theresa Lee Sook Fun 1,948,800 0.35

14. Mentari Maksima Sdn Bhd 1,896,900 0.34

15. Maybank Nominees (Tempatan) Sdn Bhd 1,838,000 0.33 Wey Zu Lyo

16. RHB Nominees (Tempatan) Sdn Bhd 1,804,900 0.32

Pledged Securities Account For Kin Kee Holdings Sdn Bhd

17. Chee Tan Boon Keng 1,800,000 0.32

18. Lim Meng Hong 1,728,500 0.31

19. CIMSEC Nominees (Asing) Sdn Bhd Exempt AN for CIMB Securities (Singapore) Pte Ltd (Retail Clients) 1,702,700 0.30

20. Chai Meng Kui 1,667,250 0.30

21. Kenanga Nominees (Tempatan) Sdn Bhd 1,598,000 0.29 Exempt AN for Phillip Securities Pte Ltd (Client Account)

22. Public Nominees (Tempatan Sdn Bhd 1,578,365 0.28

Pledge Securities Account for Nik Awang @Wan Azmi Bin Wan Hamzah (E-KPG/JRL)

23. The Cheng Eng 1,500,000 0.27

24. Yong Loy Huat 1,500,000 0.27

25. CIMSEC Nominees (Tempatan) Sdn Bhd 1,500,000 0.27 CIMB for Gan Chu Cheng (PB)

26. Chin Hun Choon 1,417,000 0.25

27. Tan Kian Ser 1,389,800 0.25

28. Public Nominees (Tempatan) Sdn Bhd 1,341,200 0.24 Pledged Securities Account or Seow Seong Kau (E-LBG)

29. Lim Keng Chuan 1,237,200 0.22

30. Lee Nyek 1,190,400 0.21 Total 402,108,228 71.81

Statement of Shareholdings as at 03 November 2015 (cont’d)


Name



Capital (%)



12. Lau Bong Wong 2,000,000 0.36







18. Lim Meng Hong 1,728,500 0.31


20. Chai Meng Kui 1,667,250 0.30




23. The Cheng Eng 1,500,000 0.27

24. Yong Loy Huat 1,500,000 0.27


26. Chin Hun Choon 1,417,000 0.25

27. Tan Kian Ser 1,389,800 0.25


29. Lim Keng Chuan 1,237,200 0.22

30. Lee Nyek 1,190,400 0.21 Total 402,108,228 71.81


Name



Capital (%)



12. Lau Bong Wong 2,000,000 0.36







18. Lim Meng Hong 1,728,500 0.31


20. Chai Meng Kui 1,667,250 0.30




23. The Cheng Eng 1,500,000 0.27

24. Yong Loy Huat 1,500,000 0.27


26. Chin Hun Choon 1,417,000 0.25

27. Tan Kian Ser 1,389,800 0.25


29. Lim Keng Chuan 1,237,200 0.22

30. Lee Nyek 1,190,400 0.21 Total 402,108,228 71.81


ANNUAL REPORT 2015

123


SUBSTANTIAL SHAREHOLDERS AS PER REGISTER OF SUBSTANTIAL SHAREHOLDERS AS AT 03 NOVEMBER 2015

Name

No. of Ordinary

Shares (Direct Interest)


Capital (%)

No. of Ordinary

Shares (Deemed Interest)


(%)

Tan Sri Abu Sahid bin Mohamed 500,000 0.09 339,164,300(1) 60.57 Tan Sri Dato’ Sri Pheng Yin Huah 3,061,200 0.55 163,955,500(2) 29.28 Kinsteel Bhd 161,000,000 28.75 - - Equal Concept Sdn. Bhd. 155,900,000 27.84 - - Maju Holdings Sdn. Bhd. 21,684,300 3.87 316,930,000(3) 56.59 Kin Kee Holdings Sdn. Bhd. 2,132,500 0.38 161,000,000(4) 28.75 Perniagaan Kin Kee Sdn. Bhd. 356,500 0.06 163,469,000(5) 29.19 Dato’ Hong Thian Hock 524,000 0.09 164,060,500(6) 29.30

Notes:

1. Deemed interested by virtue of his shareholdings in Kinsteel Bhd, Maju Holdings Sdn Bhd, Equal Concept Sdn Bhd,

ASM Properties Sdn Bhd, SPTJ Development Sdn Bhd and MH Consultancy Services Sdn Bhd pursuant to Section 6A of the Companies Act, 1965.

2. Deemed interested by virtue of his shareholdings in Kinsteel Bhd, Perniagaan Kin Kee Sdn Bhd, Kin Kee Holdings

Sdn Bhd, Kin Kee Transport Sdn Bhd, Kin Kee Hardware Sdn Bhd, Kin Kee Metal Sdn Bhd and Kien San Metal Sdn Bhd pursuant to Section 6A of the Companies Act, 1965.

3. Deemed interested by virtue of its shareholdings in Equal Concept Sdn Bhd, Kinsteel Bhd and MH Consultancy

Services Sdn Bhd pursuant to Section 6A of the Companies Act, 1965.

4. Deemed interested by virtue of its shareholding in Kinsteel Bhd pursuant to Section 6A of the Companies Act, 1965.

5. Deemed interested by virtue of its shareholdings in Kinsteel Bhd, Kin Kee Holdings Sdn Bhd, Kin Kee Transport Sdn Bhd and Kin Kee Hardware Sdn Bhd pursuant to Section 6A of the Companies Act, 1965.


Sdn Bhd, Kuantan Metal & Machinery Parts Sdn Bhd, Kin Kee Transport Sdn Bhd, Kin Kee Hardware Sdn Bhd, Kin Kee Metal Sdn Bhd and Kien San Metal Sdn Bhd pursuant to Section 6A of the Companies Act, 1965.

124


ANNUAL REPORT 2015

STATEMENT OF DIRECTORS’ SHAREHOLDINGS IN THE COMPANY AND ITS RELATED CORPORATIONS AS PER REGISTER OF DIRECTORS’ SHAREHOLDINGS AS AT 03 NOVEMBER 2015

THE COMPANY Name of Directors

No. of

OrdinaryShares (Direct Interest)

Percentage

of Issued Capital (%)


(Deemed Interest)

Percentage

of Issued Capital (%)

Tan Sri Dato’ Sri Pheng Yin Huah 3,061,200 0.55 163,955,500 (1) 29.28 Dato’ Pheng Chin Guan - - 61,290(2) 0.01

Notes:


Sdn Bhd, Kin Kee Transport Sdn Bhd, Kin Kee Hardware Sdn Bhd, Kin Kee Metal Sdn Bhd and Kien San Metal Sdn Bhd pursuant to Section 6A of the Companies Act, 1965. By virtue of Tan Sri Dato’ Sri Pheng Yin Huah’s interests of more than 15% in the Company, he is deemed to have an interest in the shares of all the subsidiaries to the extent that the Company has an interest.

2. Deemed interested by virtue of his spouse shareholding.



ANNUAL REPORT 2015

125

Statement of Warrant Holdings as at 03 November 2015

Total Number of Warrants 2012/2022 (“Warrants”) issued

: : 280,000,000

Total Number of Warrants Outstanding : 280,000,000 Exercise Price Per Warrant : RM1.00 Exercise Period : Ten (10) years commencing from and inclusive of the date of issue of

the Warrants i.e. from 28 February 2012 but not later than 5.00 p.m. on the Expiry Date which falls on 28 February 2022 and the Warrant Holder is entitled to subscribe for one (1) new share of RM1.00 each in the Company for each Warrant held at the Exercise Price

Voting Rights : None

DISTRIBUTION OF WARRANT HOLDERS AS AT 03 November 2015

Range of Warrant Holdings

No. of Warrants

Holders

Percentage of

Warrant Holders

(%) No. of

Warrants

Percentage of Outstanding

Warrants (%)

Less than 100 360 6.82 13,408 0.00 100 - 1,000 2,087 39.54 1,136,596 0.41 1,001 - 10,000 1,950 36.95 7,276,186 2.60 10,001 - 100,000 631 11.96 25,298,745 9.04 100,001 to less than 5% of issued warrants 248 4.70 115,725,065 41.33 5% and above of issued warrants 2 0.04 130,550,000 46.63

Total 5,278 100.00 280,000,000 100.00

THIRTY LARGEST WARRANT HOLDERS AS AT 03 November 2015 (as per Record of Depositors)

Name

No. of Warrants held


Warrants (%)

1 Kinsteel Bhd 104,550,000 37.34

2 Equal Concept Sdn Bhd 26,000,000 9.29

3 Michael Heng Chun Hong 11,306,700 4.04

4. Public Nominees (Tempatan) Sdn Bhd 3,922,600 1.40

Pledged Securities Account for Ng Boey Boey (E-Tai)


Pledged Securities Account for Michael Heng Chun Hong (6000108)

Statement of Warrant Holdings as at 03 November 2015

126


ANNUAL REPORT 2015

Statement of Warrant Holdings as at 03 November 2015 (cont’d)

THIRTY LARGEST WARRANT HOLDERS AS AT 11 NOVEMBER 2014 (as per Record of Depositors)

Name



Warrants (%)

6. Tan Teck Keong 2,200,000 0.79


Pledged Securities Account for Lai Cheng Kuan (8058893)

8. Chow Hoy Cheng 1,900,000 0.68

9. Loke Pak Joen 1,900,000 0.68

10. Affin Hwang Nominees (Tempatan) Sdn Bhd 1,600,000 0.57

Phillip Securities Pte Ltd for Chow Hoy Cheng

11. Lee Nyek 1,556,000 0.56

12. Kueh Lee Meng 1,500,000 0.54

13. Teh Bee Gaik 1,500,000 0.54

14. Chin Wei Luen 1,500,000 0.54

15. Su You Chuiong 1,500,000 0.54

16. Siew Yuen Wai 1,400,000 0.50

17. CIMSEC Nominees (Tempatan) Sdn Bhd 1,220,000 0.44

Pledged Securities Account for Toh Hooi Hak (PENANG-CL)

18. Yew Chin Theng 1,213,200 0.43


Pledge Securities Account for Chia Tow Chooi (E-KPG)

20. TA Nominees (Tempatan) Sdn Bhd 1,106,800 0.40

Pledge Securities Account for Loh Ng Kwa @ Loh Ng Kaw

21. Teoh Chiu Eng 1,100,000 0.39

22. Lin Mei Li 1,045,000 0.37

23. Abdul Rahman Bin Abdul Karim 1,040,000 0.37

24. Law Yew Moon 1,000,000 0.36

25. Tong Kim Fatt @ Allen Tong 1,000,000 0.36


Name



Warrants (%)

6. Tan Teck Keong 2,200,000 0.79



8. Chow Hoy Cheng 1,900,000 0.68

9. Loke Pak Joen 1,900,000 0.68



11. Lee Nyek 1,556,000 0.56

12. Kueh Lee Meng 1,500,000 0.54

13. Teh Bee Gaik 1,500,000 0.54

14. Chin Wei Luen 1,500,000 0.54

15. Su You Chuiong 1,500,000 0.54

16. Siew Yuen Wai 1,400,000 0.50



18. Yew Chin Theng 1,213,200 0.43





21. Teoh Chiu Eng 1,100,000 0.39

22. Lin Mei Li 1,045,000 0.37


24. Law Yew Moon 1,000,000 0.36



Name



Warrants (%)

6. Tan Teck Keong 2,200,000 0.79



8. Chow Hoy Cheng 1,900,000 0.68

9. Loke Pak Joen 1,900,000 0.68



11. Lee Nyek 1,556,000 0.56

12. Kueh Lee Meng 1,500,000 0.54

13. Teh Bee Gaik 1,500,000 0.54

14. Chin Wei Luen 1,500,000 0.54

15. Su You Chuiong 1,500,000 0.54

16. Siew Yuen Wai 1,400,000 0.50



18. Yew Chin Theng 1,213,200 0.43





21. Teoh Chiu Eng 1,100,000 0.39

22. Lin Mei Li 1,045,000 0.37


24. Law Yew Moon 1,000,000 0.36



Name



Warrants (%)

6. Tan Teck Keong 2,200,000 0.79



8. Chow Hoy Cheng 1,900,000 0.68

9. Loke Pak Joen 1,900,000 0.68



11. Lee Nyek 1,556,000 0.56

12. Kueh Lee Meng 1,500,000 0.54

13. Teh Bee Gaik 1,500,000 0.54

14. Chin Wei Luen 1,500,000 0.54

15. Su You Chuiong 1,500,000 0.54

16. Siew Yuen Wai 1,400,000 0.50



18. Yew Chin Theng 1,213,200 0.43





21. Teoh Chiu Eng 1,100,000 0.39

22. Lin Mei Li 1,045,000 0.37


24. Law Yew Moon 1,000,000 0.36



Name



Warrants (%)

6. Tan Teck Keong 2,200,000 0.79



8. Chow Hoy Cheng 1,900,000 0.68

9. Loke Pak Joen 1,900,000 0.68



11. Lee Nyek 1,556,000 0.56

12. Kueh Lee Meng 1,500,000 0.54

13. Teh Bee Gaik 1,500,000 0.54

14. Chin Wei Luen 1,500,000 0.54

15. Su You Chuiong 1,500,000 0.54

16. Siew Yuen Wai 1,400,000 0.50



18. Yew Chin Theng 1,213,200 0.43





21. Teoh Chiu Eng 1,100,000 0.39

22. Lin Mei Li 1,045,000 0.37


24. Law Yew Moon 1,000,000 0.36



Name



Warrants (%)

6. Tan Teck Keong 2,200,000 0.79



8. Chow Hoy Cheng 1,900,000 0.68

9. Loke Pak Joen 1,900,000 0.68



11. Lee Nyek 1,556,000 0.56

12. Kueh Lee Meng 1,500,000 0.54

13. Teh Bee Gaik 1,500,000 0.54

14. Chin Wei Luen 1,500,000 0.54

15. Su You Chuiong 1,500,000 0.54

16. Siew Yuen Wai 1,400,000 0.50



18. Yew Chin Theng 1,213,200 0.43





21. Teoh Chiu Eng 1,100,000 0.39

22. Lin Mei Li 1,045,000 0.37


24. Law Yew Moon 1,000,000 0.36



Name



Warrants (%)

6. Tan Teck Keong 2,200,000 0.79



8. Chow Hoy Cheng 1,900,000 0.68

9. Loke Pak Joen 1,900,000 0.68



11. Lee Nyek 1,556,000 0.56

12. Kueh Lee Meng 1,500,000 0.54

13. Teh Bee Gaik 1,500,000 0.54

14. Chin Wei Luen 1,500,000 0.54

15. Su You Chuiong 1,500,000 0.54

16. Siew Yuen Wai 1,400,000 0.50



18. Yew Chin Theng 1,213,200 0.43





21. Teoh Chiu Eng 1,100,000 0.39

22. Lin Mei Li 1,045,000 0.37


24. Law Yew Moon 1,000,000 0.36



Name



Warrants (%)

6. Tan Teck Keong 2,200,000 0.79



8. Chow Hoy Cheng 1,900,000 0.68

9. Loke Pak Joen 1,900,000 0.68



11. Lee Nyek 1,556,000 0.56

12. Kueh Lee Meng 1,500,000 0.54

13. Teh Bee Gaik 1,500,000 0.54

14. Chin Wei Luen 1,500,000 0.54

15. Su You Chuiong 1,500,000 0.54

16. Siew Yuen Wai 1,400,000 0.50



18. Yew Chin Theng 1,213,200 0.43





21. Teoh Chiu Eng 1,100,000 0.39

22. Lin Mei Li 1,045,000 0.37


24. Law Yew Moon 1,000,000 0.36



ANNUAL REPORT 2015

127


Name



Warrants (%)

26. Ang Hock Beng 1,000.000 0.36

27. Maybank Securities Nominees (Tempatan) Sdn Bhd 1,000,000 0.36

Pledge Securities Account for Vincent Phua Chee Ee

28. Goh Hong @ Goh Lian Hwa 1,000,000 0.36

29. Koo Kim Sing 1,000,000 0.36

30. Alliance Group Nominees (Tempatan) Sdn Bhd 1,000,000 0.36 Pledge Securities Account for Lai Cheng Kuan (8070081)

Total 181,830,500 64.94

DIRECTORS’ WARRANT HOLDINGS AS PER REGISTER MAINTAINED UNDER SECTION 134 OF THE COMPANIES ACT, 1965 AS AT 03 NOVEMBER 2015

Name of Directors

No. of Warrants

(Direct Interest)

Percentage of Outstanding Warrants (%)

No. of Warrants

(Deemed Interest)

Percentage of Outstanding Warrants (%)

Tan Sri Dato’ Sri Pheng Yin Huah 450,000 0.16 106,027,959(1) 37.87 Dato’ Pheng Chin Guan - - 30,645(2) 0.01

Notes:

1. Deemed interested by virtue of his shareholdings in Kinsteel Bhd, Perniagaan Kin Kee Sdn Bhd, Kin Kee Holdings Sdn Bhd, Kin Kee Transport Sdn Bhd, Kin Kee Hardware Sdn Bhd, Kin Kee Metal Sdn Bhd and Kien San Metal Sdn Bhd pursuant to Section 6A of the Companies Act, 1965.

2. Deemed interested by virtue of his spouse warrant holdings.

Statement of Warrant Holdings as at 03 November 2015 (cont’d)

128


ANNUAL REPORT 2015

Statement of RCULS Holdings as at 03 NOVEMBER 2015

Total Number of 7% 7-Year Redeemable Convertible Unsecured Loan Stocks 2012/2019 (“RCULS”) issued

: 280,000,000

Total Number of RCULS outstanding : 280,000,000 Nominal Value : RM1.00 Coupon Rate : 7% per annum payable semi-annually in arrears Conversion Price : Each nominal value of RCULS are convertible into new shares at a

conversion price of RM1.00 each Conversion Period : The RCULS shall be convertible into new shares at any time on a

date falling five (5) years from 26 March 2012 up to the Maturity Date of 26 March 2019. Any outstanding RCULS which have not been redeemed or converted shall be redeemable in cash at 100% of the nominal amount on the Maturity Date

Voting Rights : None

DISTRIBUTION OF RCULS HOLDINGS AS AT 03 NOVEMBER 2015

Range of RCULS Holdings

No. of RCULS

Holders

Percentage of

RCULS Holders (%)

No. of RCULS

Percentage of RCULS (%)

Less than 100 7 1.14 209 0.00 100 - 1,000 242 39.48 92,487 0.03 1,001 - 10,000 239 38.99 1,047,658 0.37 10,001 - 100,000 97 15.82 3,153,733 1.13 100,001 to less than 5% of issued RCULS 25 4.08 39,627,300 14.15 5% and above of issued RCULS 3 0.49 236,078,613 84.31

Total 613 100.00 280,000,000 100.00

Statement of RCULS Holdingsas at 03 November 2015


ANNUAL REPORT 2015

129

THIRTY LARGEST RCULS HOLDERS AS 03 NOVEMBER 2015 (as per Record of Depositors)

Name

No. of RCULS held

Percentage of RCULS

(%)

1 Kinsteel Bhd 172,800,000 61.71

2 RHB Nominees (Tempatan) Sdn Bhd 49,278,613 17.60 Pledged Securities Account for Kin Kee Holdings Sdn Bhd

3. RHB Nominees (Tempatan) Sdn Bhd 14,000,000 5.00 Pledged Securities Account for Kin Kee Holdings Sdn Bhd

4. Ignatius Luke Jr Tan Keng Hee 13,800,000 4.93

5. Thevanaigam Sukumari Chitty 6,481,100 2.31

6. Chiew Sau Han 5,000,000 1.79

7. Teo Yek Ming 4,175,500 1.49

8. Cheryl Tan Yin Yi 2,195,100 0.78

9. Hiaw Chuon Ming 2,020,000 0.72

10. Susan Liew Shau Nyee 1,170,000 0.42

11. TA Nominees (Tempatan) Sdn Bhd 560,000 0.20 Pledged Securities Account for Adrian Henry D'Silva

12. Su Ming Keat 436,700 0.16

13. Na Siew Chen 430,000 0.15

14. Alliance Group Nominees (Tempatan) Sdn Bhd 400,000 0.14 Pledged Securities Account for Pheng Yin Huah (100362)

15. HLIB Nominees (Tempatan) Sdn Bhd 399,800 0.14 Pledged Securities Account for Tan Hwang Kiat (CCTS)

16. Lam Ah Bah @ Lam Chin Cheong 385,000 0.14

17. Siew Yuen Wai 280,000 0.10

18. Alliance Group Nominees (Tempatan) Sdn Bhd 250,100 0.09 Pledged Securities Account for Khor Kim Sam (100602)

19. Pong Ching Keong 250,000 0.09

20. Liew Kon Mun 245,000 0.09

21. Yau Ho Wang 209,600 0.07

22. Affin Hwang Nominees (Asing) Sdn. Bhd. 200,500 0.07 Lim & Tan Securities Pte Ltd For Ong Choon Huat

Statement of RCULS Holdingsas at 03 November 2015 (cont’d)

THIRTY LARGEST RCULS HOLDERS AS 03 NOVEMBER 2015 (as per Record of Depositors)

Name

No. of RCULS held

Percentage of RCULS

(%)

1 Kinsteel Bhd 172,800,000 61.71

2 RHB Nominees (Tempatan) Sdn Bhd 49,278,613 17.60 Pledged Securities Account for Kin Kee Holdings Sdn Bhd

3. RHB Nominees (Tempatan) Sdn Bhd 14,000,000 5.00 Pledged Securities Account for Kin Kee Holdings Sdn Bhd

4. Ignatius Luke Jr Tan Keng Hee 13,800,000 4.93

5. Thevanaigam Sukumari Chitty 6,481,100 2.31

6. Chiew Sau Han 5,000,000 1.79

7. Teo Yek Ming 4,175,500 1.49

8. Cheryl Tan Yin Yi 2,195,100 0.78

9. Hiaw Chuon Ming 2,020,000 0.72

10. Susan Liew Shau Nyee 1,170,000 0.42

11. TA Nominees (Tempatan) Sdn Bhd 560,000 0.20 Pledged Securities Account for Adrian Henry D'Silva

12. Su Ming Keat 436,700 0.16

13. Na Siew Chen 430,000 0.15

14. Alliance Group Nominees (Tempatan) Sdn Bhd 400,000 0.14 Pledged Securities Account for Pheng Yin Huah (100362)

15. HLIB Nominees (Tempatan) Sdn Bhd 399,800 0.14 Pledged Securities Account for Tan Hwang Kiat (CCTS)

16. Lam Ah Bah @ Lam Chin Cheong 385,000 0.14

17. Siew Yuen Wai 280,000 0.10

18. Alliance Group Nominees (Tempatan) Sdn Bhd 250,100 0.09 Pledged Securities Account for Khor Kim Sam (100602)

19. Pong Ching Keong 250,000 0.09

20. Liew Kon Mun 245,000 0.09

21. Yau Ho Wang 209,600 0.07

22. Affin Hwang Nominees (Asing) Sdn. Bhd. 200,500 0.07 Lim & Tan Securities Pte Ltd For Ong Choon Huat

130


ANNUAL REPORT 2015

Name

No. of RCULS held

Percentage

of RCULS (%)

23. Ng Hang Moh 145,000 0.05

24. Kin Kee Holdings Sdn. Bhd. 135,000 0.05

25 Public Nominees (Tempatan) Sdn Bhd 129,000 0.05 Pledged Securities Account for Sin Huan Kwang (E-TWU)

25. Eu Mui @ Ee Soo Mei 111,000 0.04

27. Billy Sim Boon Hui 110,000 0.04

28. Choo Chu Chong 108,900 0.04

29. Lim Choon Long 100,000 0.04

30. CIMSEC Nominees (Tempatan) Sdn Bhd 100,000 0.04 Pledged Securities Account for Ng Swee Hong (J Kuchai LM-CL)

Total 275,905,913 98.54

DIRECTORS’ RCULS HOLDINGS AS PER REGISTER MAINTAINED UNDER SECTION 134 OF THE COMPANIES ACT, 1965 AS AT 03 NOVEMBER 2015

Name of Director

No. of RCULS (Direct Interest)

Percentage of RCULS

(%)

No. of RCULS

(Deemed Interest)

Percentage of RCULS

(%)

Tan Sri Dato’ Sri Pheng Yin Huah 400,000 0.14 236,213,613(1) 84.36

Notes:

1. Deemed interested by virtue of his shareholdings in Kinsteel Bhd and Kin Kee Holdings Sdn Bhd pursuant to Section 6A

of the Companies Act, 1965.

Save as disclosed above, none of the other Directors of the Company has any interests in the securities of the Company and its related corporations.

Statement of RCULS Holdingsas at 03 November 2015 (cont’d)

Name

No. of RCULS held

Percentage

of RCULS (%)

23. Ng Hang Moh 145,000 0.05



25. Eu Mui @ Ee Soo Mei 111,000 0.04


28. Choo Chu Chong 108,900 0.04

29. Lim Choon Long 100,000 0.04


Total 275,905,913 98.54


Name of Director


Percentage of RCULS

(%)

No. of RCULS

(Deemed Interest)

Percentage of RCULS

(%)


Notes:




Name

No. of RCULS held

Percentage

of RCULS (%)

23. Ng Hang Moh 145,000 0.05



25. Eu Mui @ Ee Soo Mei 111,000 0.04


28. Choo Chu Chong 108,900 0.04

29. Lim Choon Long 100,000 0.04


Total 275,905,913 98.54


Name of Director


Percentage of RCULS

(%)

No. of RCULS

(Deemed Interest)

Percentage of RCULS

(%)


Notes:




Name

No. of RCULS held

Percentage

of RCULS (%)

23. Ng Hang Moh 145,000 0.05



25. Eu Mui @ Ee Soo Mei 111,000 0.04


28. Choo Chu Chong 108,900 0.04

29. Lim Choon Long 100,000 0.04


Total 275,905,913 98.54


Name of Director


Percentage of RCULS

(%)

No. of RCULS

(Deemed Interest)

Percentage of RCULS

(%)


Notes:





ANNUAL REPORT 2015

131

NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Seventh Annual General Meeting of Perwaja Holdings Berhad will be held at Perdana Ballroom, Ground Floor, M.S. Garden Hotel Kuantan, Lot 5 & 10, Lorong Gambut, Off Jalan Beserah, 25300 Kuantan, Pahang Darul Makmur, Malaysia, on Thursday, 17 December 2015 at 11.00 a.m. for the following purposes:- AS ORDINARY BUSINESS 1) To receive and adopt the Audited Financial Statements for the financial year ended

30 June 2015 together with the Reports of the Directors and Auditors thereon. (RESOLUTION 1)

2) To approve the payment of Directors’ Fees for the financial year ended 30 June

2015. (RESOLUTION 2)

3) To re-elect the following Director retiring under Article 78 of the Company’s Articles

of Association:

(a) Tan Sri Dato’ Sri Pheng Yin Huah (RESOLUTION 3)

4) To re-elect the following Director retiring under Article 84 of the Company’s Articles of Association: (a) Gan Ping Shou @ Gan Ping Sieu

(RESOLUTION 4)

5) To appoint Auditors and to authorise the Directors to fix their remuneration. (RESOLUTION 5) AS SPECIAL BUSINESS

6)

To consider and, if thought fit, to pass the following Ordinary Resolution: Authority to the Directors to issue and allot shares pursuant to Section 132D of the Companies Act, 1965 “THAT subject always to the Companies Act, 1965, the Articles of Association of the Company and the approvals of the relevant governmental/regulatory authorities, the Directors be and are hereby empowered, pursuant to Section 132D of the Companies Act, 1965, to issue and allot shares in the Company from time to time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval from Bursa Malaysia Securities Berhad for the listing of and quotation for the additional shares so issued and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.”

(RESOLUTION 6)

7) To transact any other business of which due notice shall have been given in accordance with the Companies Act, 1965 and the Company’s Articles of Association.

BY ORDER OF THE BOARD CHAN LAI CHOON Company Secretary Kuala Lumpur 23 November 2015

Notice of Annual General Meeting

132


ANNUAL REPORT 2015

NOTES: 1) A member of the Company entitled to attend and vote at the abovementioned meeting is entitled to

appoint a proxy or not more than two (2) proxies, to attend and vote in his stead. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. There shall be no restriction as to the qualification of the proxy. Where a member appoints two (2) proxies, he shall specify the proportion of his shareholdings to be represented by each proxy.

2) Where a member of the Company is an authorised nominee as defined under the Securities Industry

(Central Depositories) Act, 1991, it may appoint at least one (1) proxy but not more than two (2) proxies in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

3) Where a Member of the Company is an exempt authorised nominee which holds ordinary shares in the

Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

4) Where an authorised nominee appoints two (2) proxies, or where an exempt authorised nominee

appoints two (2) or more proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.

5) The instrument appointing a proxy, in the case of an individual, shall be signed by the appointor or by his attorney duly authorised in writing, and in the case of a corporation, shall be either given under its common seal or under the hand of an officer or attorney of the corporation duly authorised.

6) The instrument appointing the proxy must be deposited at the Registered Office of the Company at

Level 31, Maju Tower, 1001 Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia, not less than forty-eight (48) hours before the time set for holding the meeting or any adjournment thereof.

7) For the purposes of determining a member who shall be entitled to attend and vote at the forthcoming

7th Annual General Meeting of the Company, the Company shall be requesting the Record of Depositors as at 09 December 2015. Only a depositor whose name appears in the Record of Depositors as at 09 December 2015 shall be entitled to attend and vote at this meeting as well as for appointment of proxy/proxies to attend and vote in his stead.

8) Explanatory Note on Special Business to be transacted: i) Ordinary Resolution 6

The Ordinary Resolution 6 is proposed pursuant to Section 132D of the Companies Act, 1965, and if passed, will empower the Directors of the Company from the date of the above Annual General Meeting, authority to issue and allot shares from the unissued share capital of the Company for such purposes as the Directors deem fit and in the interest of the Company. This authority will, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the next Annual General Meeting of the Company. The general mandate sought is a renewal of the mandate that was approved by the shareholders at the last Annual General Meeting held on 23 December 2014. The Company did not utilise the mandate that was approved last year. The renewal of the general mandate is to provide flexibility to the Company to issue new shares without the need to convene separate general meeting to obtain its shareholders’ approval so as to avoid incurring additional cost and time. The purpose of this general mandate is for possible fund-raising exercise including but not limited to further placement of shares for purpose of funding current and/or future investment projects, working capital and/or acquisitions.

Notice of Annual General Meeting(cont’d)

✄

PERWAJA HOLDINGS BERHAD(Company No: 798513-D)(Incorporated in Malaysia)

Number of Shares Held : CDS Account No :

Proxy Form I/We New and Old NRIC No. / Company No. of being a member(s) of PERWAJA HOLDINGS BERHAD hereby appoint _______ (full name as per NRIC and NRIC No.) of or failing him/ her _______ of or failing him/her, the Chairman of the Meeting, as my/our proxy to vote for me/us on my/our behalf at the Seventh Annual General Meeting of the Company to be held at Perdana Ballroom, Ground Floor, M.S. Garden Hotel Kuantan, Lot 5 & 10, Lorong Gambut, Off Jalan Beserah, 25300 Kuantan, Pahang Darul Makmur, Malaysia, on Thursday 17 December 2015 at 11.00 a.m. or at any adjournment thereof, in the manner indicated below: No Resolution For Against 1 Adoption of Audited Financial Statements and Reports 2 Approval of Directors’ Fees Re-election of Director retiring under Article 78 of the Company’s Article of

Association:

3 Tan Sri Dato’ Sri Pheng Yin Huah

4

Re-election of Director retiring under Article 84 of the Company’s Article of Association: Gan Ping Shou @ Gan Ping Sieu

5 Appoint Auditors and to authorise the Directors to fix their remuneration 6 Authority to the Directors to issue and allot shares pursuant to Section 132D

of the Companies Act, 1965

Please indicate with “X” how you wish your vote to be cast. In the absence of specific directions, your Proxy will vote or abstain as he thinks fit. Dated this day of 2015

Signature



Association:


4





Signature



Association:


4





Signature

Please fold here

Please fold here

AFFIXSTAMP

Please fold here ----------------------------------------------------------------------------------------------------------------------------------------------

STAMP

The Company Secretary


LEVEL 31, MAJU TOWER, 1001 JALAN SULTAN ISMAIL,

50250 KUALA LUMPUR, MALAYSIA

---------------------------------------------------------------------------------------------------------------------------------------------- Please fold here

NOTES: 1) A member of the Company entitled to attend and vote at the abovementioned meeting is entitled to appoint a proxy or not

more than two (2) proxies, to attend and vote in his stead. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. There shall be no restriction as to the qualification of the proxy. Where a member appoints two (2) proxies, he shall specify the proportion of his shareholdings to be represented by each proxy.

2) Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories)

Act, 1991, it may appoint at least one (1) proxy but not more than two (2) proxies in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

3) Where a Member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for

multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

4) Where an authorised nominee appoints two (2) proxies, or where an exempt authorised nominee appoints two (2) or more

proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.

5) The instrument appointing a proxy, in the case of an individual, shall be signed by the appointor or by his attorney duly authorised in writing, and in the case of a corporation, shall be either given under its common seal or under the hand of an officer or attorney of the corporation duly authorised.

6) The instrument appointing the proxy must be deposited at the Registered Office of the Company at Level 31, Maju Tower,

1001 Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia, not less than forty-eight (48) hours before the time set for holding the meeting or any adjournment thereof.

PERWAJA HOLDINGS BERHAD(Incorporated in Malaysia)(Company No.: 798513-D)

ANNUAL REPORT

2015

PERWAJA HOLDINGS BERHAD (Company No: 798513-D) (Incorporated in Malaysia)

Level 31, Maju Tower, 1001 Jalan Sultan Ismail, 50250 Kuala Lumpur, MalaysiaT 03 2772 8988 F 03 2772 8973

www.perwaja.com.my

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