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JMR Congl omerat I on Bhd. 592280-W Ri Ma Ji Tuan Gu Fen You Xian Gong Si ANNUAL REPORT I 2014 Contents Financial Statements Corporate information Group Corporate Structure Chairman's Statement Statement on Corporate Governance Audit Committee Report Statement on Risk Management and Internal Control Other information Directors' Report Statement by Directors Declaration by the Director Independent Auditors' Report to the Members Statements of Comprehensive Income Statements of Financial Position Statements of Changes in Equity Statements of Cash Flow
JMR Congl omerat I on Bhd. 592280-W Ri Ma Ji Tuan Gu Fen You Xian Gong Si ANNUAL REPORT I 2014 Contents Financial Statements Corporate information Group Corporate Structure Chairman's Statement Statement on Corporate Governance Audit Committee Report Statement on Risk Management and Internal Control Other information Directors' Report Statement by Directors Declaration by the Director Independent Auditors' Report to the Members Statements of Comprehensive Income Statements of Financial Position Statements of Changes in Equity Statements of Cash Flow
JMR Congl omerat I on Bhd. 592280-W Ri Ma Ji Tuan Gu Fen You Xian Gong Si ANNUAL REPORT I 2014 Contents Financial Statements Corporate information Group Corporate Structure Chairman's Statement Statement on Corporate Governance Audit Committee Report Statement on Risk Management and Internal Control Other information Directors' Report Statement by Directors Declaration by the Director Independent Auditors' Report to the Members Statements of Comprehensive Income Statements of Financial Position Statements of Changes in Equity Statements of Cash Flow
Contents Financial Statements Corporate Information Group Corporate Structure Directors Profle Chairmans Statement Statement on Corporate Governance Audit Committee Report Statement on Risk Management and Internal Control Other Information Directors Report Statement by Directors Declaration by the Director Independent Auditors Report to the Members Statements of Comprehensive Income Statements of Financial Position Statements of Changes in Equity Statements of Cash Flows Notes to the Financial Statements Supplementary information - disclosure on realised and unrealised profts/losses Group Properties Analysis of Shareholdings Notice of Annual General Meeting Statement Accompanying Notice of Annual General Meeting Form of Proxy 02 03 04 07 11 16 19 21 22 26 26 27 29 30 32 34 37 82 83 85 87 90 Board of Directors Dato Ir. Goh Nai Kooi @ Gah Mai Kwai Group Executive Chairman Dato Ir. Dr. Goh Yong Chee Group Managing Director Tham Yen Thim Non-Independent and Non-Executive Director Dato Ir. Lai Pin Yong Non-Independent and Non-Executive Director Ir. Boey Cheng Hai Independent and Non-Executive Director Goh Yong Lin Non-Independent and Non-Executive Director Abdul Rahman Bin Ahmad Senior Independent and Non-Executive Director Tan Yen Yeow Independent and Non-Executive Director Lim Tze Ming Alternate Director to Goh Yong Lin Audit Committee Tan Yen Yeow Chairman Abdul Rahman Bin Ahmad Member Ir. Boey Cheng Hai Member Registered Offce 52-C, Rangoon Road 10400 Penang Malaysia Tel : 604-228 6266 Fax : 604-228 9266 Auditors PKF Chartered Accountants Level 33, Menara 1MK Kompleks 1 Mont Kiara No. 1, Jalan Kiara Mont Kiara 50480 Kuala Lumpur Tel : 603-6203 1888 Fax : 603-6201 8880 Stock Exchange Listing Main Market of Bursa Malaysia Securities Berhad Stock Name : JMR Stock Code : 7043 Domicile Malaysia Share Registrar Insurban Corporate Services Sdn Bhd 149, Jalan Aminuddin Baki Taman Tun Dr. Ismail 60000 Kuala Lumpur Malaysia Tel : 603-7729 5529 Fax : 603-7728 5948 Principal Bankers Hong Leong Bank Berhad HSBC Bank Malaysia Berhad Malayan Banking Berhad Public Bank Berhad RHB Bank Berhad United Overseas Bank (Malaysia) Berhad Corporate Offce 65, Sri Bahari Road 10050 Penang Malaysia Tel : 604-264 4992 Fax : 604-264 5122 Company Secretary Ong Teik Hoe (MACS 00085) Nomination Committee Tan Yen Yeow Chairman Abdul Rahman Bin Ahmad Member Tham Yen Thim Member Remuneration Committee Tan Yen Yeow Chairman Dato Ir. Lai Pin Yong Member Ir. Boey Cheng Hai Member Corporate Information JMR Conglomeration Bhd. 592280-W | Annual Report 2014 2 JMR Conglomeration Bhd. (592280-W) JMR Manufacturing Sdn. Bhd. (194470-X) Lean Seng Chan (Quarry) Sdn. Bhd. (95565-T) Great Marvel Sdn. Bhd. (862733-M) Link Lex (M) Sdn. Bhd. (39783-P) Rantronics Sdn. Bhd. (170882-W) JMR Resources Management Sdn. Bhd. (874916-H) Multilight Sdn. Bhd. (73511-V) JMR Quarry (Kedah) Sdn. Bhd. (666889-T) Sunnyside Landscape Sdn. Bhd. (862735-T) 100% 100% 100% 100% 100% 100% 100% 100% 100% 50% 50% 98.50% 50% Fook Lye Enterprises (M) Sdn. Bhd. (38250-H) Nanometric Electronics Sdn. Bhd. (184325-H) Group Corporate Structure JMR-Hosna Bina Sdn. Bhd. (152844-P) Diligent Success Sdn. Bhd. (538999-A) JMR Conglomeration Bhd. 592280-W | Annual Report 2014 3 Directors Profile Dato' Ir. Goh Nai Kooi @ Gah Mai Kwai, DSPN 78 years of age, Malaysian Group Executive Chairman Dato' Ir. Goh Nai Kooi @ Gah Mai Kwai, DSPN, was appointed Group Executive Chairman of the Board of JMR Conglomeration Bhd. in 2004. He graduated with a Bachelor of Science (Engineering). He has had more than 40 years of experience in the area of civil and structural engineering. He is a member of the Institute of Engineers Malaysia (IEM), the Institute of Engineers Singapore (IES) and registered as a Professional Engineer with the Board of Engineers Malaysia (BEM). Dato Ir. Goh also participates actively in social associations and professional institutions. By any standards, Dato Ir. Goh is a successful businessman who has combined his training as an engineer with an inborn keen business sense in the construction and development industry. These attributes have chiefy guided Dato Ir. Goh through several economic downturns. He is always among the pioneering few to tap new avenues of opportunities. Dato Ir. Goh is responsible in guiding and overseeing the operation, business activities and performance of the entire Group including heading the Groups business expansion and marketing programs. Dato Ir. Goh also sits on the board of several private companies. Dato Ir. Goh is the father of Dato Ir. Dr. Goh Yong Chee and Ms. Goh Yong Lin. He has no confict of interest with the Company and he is free from any offence in the past ten (10) years other than traffc offences. Dato Ir. Dr. Goh Yong Chee, DSPN 50 years of age, Malaysian Group Managing Director Dato Ir. Dr. Goh Yong Chee, DSPN, was appointed Group Managing Director of the Board of JMR Conglomeration Bhd. in 2004. He completed his undergraduate and postgraduate studies in the United States of America. He has had more than 20 years of experience in the area of civil and structural engineering. He is a corporate member of the Institute of Engineers Malaysia (IEM), the Asean Federation of Engineering Organizations (AFEO) and registered as a Professional Engineer with the Board of Engineers Malaysia (BEM) and AFEO. Dato Ir. Dr. Goh is also actively participating in social associations and professional institutions. He is representing the Company to sit on the committee boards of Penang Chinese Chamber of Commerce and Penang Master Builders & Building Materials Dealers Association. Dato Ir. Dr. Goh is responsible in managing and administrating the operations and business activities of the entire Group. Dato Ir. Dr. Goh also sits on the board of several private companies. Dato Ir. Dr. Goh is the son of Dato Ir. Goh Nai Kooi and brother to Ms. Goh Yong Lin. He has no confict of interest with the Company and he is free from any offence in the past ten (10) years other than traffc offences. Tham Yen Thim, DJN, PJK 83 years of age, Malaysian Non-Independent and Non-Executive Director Member of Nomination Committee Tham Yen Thim, DJN, PJK, was appointed Non-Executive Director of the Board of JMR Conglomeration Bhd. in 2004. He completed his education in Malaysia. Presently, Mr. Tham has been actively involved in jewellery business owned by his family for more than 50 years. He is also a member of the steering committee of the association of jewellery in Malaysia. Mr. Tham plays an active role in overseeing and advising the Group on its performance and business activities including its business expansion programs. Mr. Tham also sits on the board of several private companies. None of his family members has direct or indirect relationship with any director and/or major shareholder of the Company. He has no confict of interest with the Company and he is free from any offence in the past ten (10) years other than traffc offences. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 4 Directors Profile (contd) Abdul Rahman Bin Ahmad, DJN, PKT, PJK 79 years of age, Malaysian Senior Independent and Non-Executive Director Member of Audit and Nomination Committees Abdul Rahman Bin Ahmad, DJN, PKT, PJK, was appointed Non-Executive Director of the Board of JMR Conglomeration Bhd. in 2004. On 28 March 2008, he was redesignated as Senior Independent and Non-Executive Director. He obtained his education in Malaysia. Encik Rahman worked in the Land Department in the Penang State Government as Deputy Director, after serving for 4 years he was transferred to the Ministry of Education for 2 years and then to Ministry of Lands & Mines as Director of Federal Land before his retirement in October 1984. Encik Rahman acts as a business advisor to the Group and at the same time taking the lead in handling all matters in connection with the local authorities. Encik Rahman also sits on the board of several private companies. None of his family members has direct or indirect relationship with any director and/or major shareholder of the Company. He has no confict of interest with the Company and he is free from any offence in the past ten (10) years other than traffc offences. Dato' Ir. Lai Pin Yong, DMPN, DJN 70 years of age, Malaysian Non-Independent and Non-Executive Director Member of Remuneration Committee Dato' Ir. Lai Pin Yong, DMPN, DJN, was appointed Non-Executive Director of the Board of JMR Conglomeration Bhd. In 2004. He is a fellow of the Malaysian Academy of Sciences. He is a Professional Engineer and admitted as a Chartered Engineer by the Institute of Electrical Engineer, London. He also plays a very active role in Malaysia and China as he sits on boards of several business associations and educational institutions. He has more than 30 years of experience in the ICT industry. He served as the Managing Director, the Vice-President and General Manager of Asia Pacifc for Intel Corporation from 1982 to 1994. In the late 1994, Dato' Ir. Lai joined Motorola and served as the Senior Corporate Vice President of Motorola Inc., President and Chairman of Motorola (China) Electronics Ltd. and Executive Director of Greater China. Upon his retirement, he founded GEM Group, an education management and software company. For his contributions to China, he received the People's Friendship Award from the Chinese government. Dato' Ir. Lai advises the Group on its performance and the Group's expansion programs. Dato' Ir. Lai also sits on the board of a number of publicly listed and private companies in Malaysia and Singapore. None of his family members has direct or indirect relationship with any director and/or major shareholder of the Company. He has no confict of interest with the Company and he is free from any offence in the past ten (10) years. Ir. Boey Cheng Hai, PJK 76 years of age, Malaysian Independent and Non-Executive Director Member of Audit and Remuneration Committees Ir. Boey Cheng Hai, PJK, was appointed Independent Non-Executive Director of the Board of JMR Conglomeration Bhd. in 2004. He graduated with a Bachelor of Science degree in Mechanical Engineering. He is a Corporate Member of the Institute of Engineers Malaysia (IEM) and the Asean Federation of Engineering Organizations (AFEO). He is a Professional Engineer registered with the Board of Engineers Malaysia (BEM) and also a Registered Visiting Engineer (Steam 1) with the Machinery Department of Malaysia. His career took off as an engineer in the sugar cane and oil palm industries in Malaysia. Later, he was promoted to management position. He was the Chief Engineer for PPB Oil Palms Berhad before his retirement. Ir. Boey advises the Group on matters pertaining to investing activities involving heavy machinery and equipment including the related expansion programs. Ir. Boey also sits on the board for several private companies. None of his family members has direct or indirect relationship with any director and/or major shareholder of the Company. He has no confict of interest with the Company and he is free from any offence in the past ten (10) years other than traffc offences. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 5 Directors Profile (contd) Tan Yen Yeow 44 years of age, Malaysian Independent and Non-Executive Director Tan Yen Yeow was appointed Independent Non-Executive Director of the Board of JMR Conglomeration Bhd. in 2013. He is a member of the Malaysian Institute of Accountants, The Institute of Internal Auditors Malaysia and the Chartered Tax Institute of Malaysia. Mr. Tan began his professional career with KPMG in 1990 as an articled student under the MICPA programme. After serving for 9 years at KPMG, he left and set up his audit frm, Tan Yen Yeow & Company in 2001. He has been involved in providing professional services which include auditing, internal auditing and risk management. Mr. Tan chairs the Audit, Remuneration and Nomination Committees of the Group. He is actively overseeing the Group's corporate governance matters, accounting and management functions. Mr. Tan sits on the board of two private company. None of his family members has direct or indirect relationship with any director and/or major shareholder of the Company. He has no confict of interest with the Company and he is free from any offence in the past ten (10) years other than traffc offences. Goh Yong Lin 47 years of age, Malaysian Non-Independent and Non-Executive Director Goh Yong Lin was appointed Non-Independent and Non-Executive Director of the Board of JMR Conglomeration Bhd. in 2011. Ms. Goh graduated from Boston University, USA, with Bachelor of Science in Business Administration, majoring in Marketing and Accounting. She has worked in one of Malaysian major banks as well as one of Fortune 500 multinational corporation. Ms. Goh has lived in multiple countries, involved in various non proft organizational activities, passionate in leadership training. Her personal objective is to pursue and promote purpose driven life. Striving for continual improvement via attending effective training, frequent interaction with crossed cultured, multi ethnic groups as well as ongoing involvement in volunteering in various non proft events and outreach activities.
Ms. Goh also sits on the board of several private companies. Ms. Goh is the daughter of Dato' Ir. Goh Nai Kooi and sister to Dato' Ir. Dr. Goh Yong Chee. She has no confict of interest with the Company and she is free from any offence in the past ten (10) years other than traffc offences. Lim Tze Ming 31 years of age, Malaysian Alternate Director to Ms. Goh Yong Lin Lim Tze Ming was appointed Alternate Director to Ms. Goh Yong Lin of the Board of JMR Conglomeration Bhd. in 2014. He is a member of the Malaysian Institute of Accountants. Mr. Lim was attached to public accounting frms prior to joining the Group in 2010. He has vast experience in accounting, tax, audit, fnance and budgetary control. He joined the Group as Accountant and subsequently he was promoted to the position of Senior Accountant in 2012. He is responsible for the Groups corporate and fnance functions. Mr. Lim does not have any other directorships of public companies. None of his family members has direct or indirect relationship with any director and/or major shareholder of the Company. He has no confict of interest with the Company and he is free from any offence in the past ten (10) years other than traffc offences. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 6 Chairmans Statement The primary business of JMR Conglomeration Bhd. (JMR) includes the manufacturing of asphaltic concrete, quarrying and property development. Basing on the current business activities and its capabilities, JMR is confdent to not only maintain its current performance but to further its growth progress by staying true to our Core Values in operating our business. On behalf of the Board of Directors, I am pleased to present our inaugural Annual Report of JMR Conglomeration Bhd. and its subsidiaries for the fnancial year ended 31 March 2014. Our Belief - Your Trust, Our People and the Success LSC Quarry Site JMRM Premix Plant - Juru LSC Quarry JMR Conglomeration Bhd. 592280-W | Annual Report 2014 7 Chairmans Statement (contd) Core Values VALUE This is our guiding principle which defnes our contribution to the company. We realize the value of building a legacy within the organization that would endure the ebb and fow of the business cycle. Therefore, the management and staff alike are empowered to chart their progress and growth in the company. At every level, innovation and resourcefulness is encouraged and nurtured in order to make incremental improvements in our operations, service and products. DIGNITY, INTEGRITY AND FULFILMENT We tap the potential of our staff and entrust them with responsibilities whilst supporting and commending their efforts in order to attract and retain an agile and talented workforce that is able to respond to the needs of the company and its customers. TRUST By giving full disclosure of our company, we intend to earn the trust and confdence of our shareholders and investors alike. DISCIPLINE Acknowledging our responsibilities to our shareholders, the company will continue to practice business and fnancial prudence by approaching all projects by weighing all avenues exhaustively, tapping into a balance of tried and true strategies and amalgamating these with new practices that would enhance our rate of success and minimize the impact of external factors. Operations Overview In the past years, JMR has not only strengthened its manufacturing division but has also successfully entered into the property development business. During the period, the Group has also explored few potential investments. Below is the chart showing the progress of JMR from its initial day. 1980 to 1990 1991 to 2000 2001 to 2010 2011 to Future Asphaltic Concrete Infra Works Quarry Business - - Property Development - - Investment - - Others - - - The manufacturing sector contributed about 70% of the revenue in the past fnancial year; the anticipated current fnancial year contribution is about 45% as projected. On quarrying, the performance is fne and is in according to the forecasted fgures. About the asphaltic concrete business, JMR has commenced the operation of a new re- furbished batch mix asphaltic concrete plant at a borrowed quarry site to prepare itself to handle larger order intake; at the same time, JMR has started the preparation of setting up an additional plant in Langkawi to ascertain the stability of its business operation. JMR launched its 65 acres land development at Tambun in March 2012. The total anticipated GDV for this development is about RM 400 millions - Phase 1 has been completed and Phase 2 has been launched in according to the 4-phase implementation plan. In the past fnancial year, the property development sector contributes about 29% of the Groups revenue - increased from approximately10% as reported in fnancial year 2012. And, the Property Development Division contributed about 44% of the Groups revenue in this fnancial year 2014. JMRM Roadwork in progress JMR Conglomeration Bhd. 592280-W | Annual Report 2014 8 Chairmans Statement (contd) Financial Overview JMR and its subsidiaries (the Group) recorded a revenue of RM71.62 millions for the fnancial year ended 2014, representing an increase of 61% as compared to RM44.28 millions in year 2013. Therefore, the proft before exceptional items and tax of RM11.21 millions was recorded for the current year as compared to RM7.09 millions in the past fnancial year, i.e. an increase of 58%. GMSB SA65 GMSB SA65 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 9 Chairmans Statement (contd) Prospects After setting up the new plants in the states of Penang and Kedah, the manufacturing division is planning to put up an additional plant in a state in the northern region of West Malaysia to expand its business activities; and, the completion of the necessary planning and the commencement of the new quarry site at Bukit Perak are in sight in the coming fnancial year. Subsequent to the success of Phase 1 and 2 of its 65 acres land development at Tambun in past fnancial years, the development division will continue to launch its Phase 3 and 4 in 2015 and 2016 respectively. And, JMR will launch its the commercial development at the site next to the Butterworth Ferry Terminal in the upcoming fnancial year too as reported previously. Atop the above- mentioned development projects, necessary actions have been/will be taken for other parcels of land in the Groups land bank to ascertain smooth venture into the property development market in the northern region of West Malaysia. JMR will aggressively continue to explore potential investment in relevant business locally and overseas. Dividend An interim dividend of 4 sen per ordinary share of RM1.00 each less Malaysian income tax of 25% for the fnancial year ended 31 March 2014 was paid on 20 December 2013. Acknowledgement On behalf of the Board, I would like to thank the Directors, management and all the staff of the Group for their dedication, commitment and contribution to the Group in the past year. I would like to also express my sincere thanks to the shareholders, bankers, clients and associates for their support. I am much confdent with our strong corporate culture and assets, our Group is certain to manoeuvre through the hard economical weather and gear ourselves for the next level of achievements in the coming years. Dato Ir. Goh Nai Kooi @ Gah Mai Kwai, DSPN Group Executive Chairman GMSB SA65 Terrace T1 GMSB SA65 Bungalow B3 GMSB SA65 SemiD S2 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 10 Statement On Corporate Governance The Board of Directors of the Company recognises and subscribes to the importance of the principles and best practices set out in the Malaysian Code on Corporate Governance 2012 (the Code) as a key factor towards achieving an optimal governance framework and maximising the shareholder value of the Company. The following report details the manner in which the Group has applied the principles and recommendations of good corporate governance set out in the Code and except as stated otherwise, its compliance with the same as well as the relevant provisions in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (Listing Requirements). ROLES AND RESPONSIBLILITY OF THE BOARD The Board has the overall stewardship responsibilities of providing strategic leadership, overseeing the business conduct, identifcation and management of principal risks, ensuring the adequacy and integrity of internal control systems, establishing a succession plan and developing and implementing and investor relations program. The Board has delegated specifc responsibilities to three (3) committees, namely, the Audit Committee, Remuneration Committee and the Nomination Committee, of which discharge the duties and responsibilities within their respective Terms of Reference. The actual decision is the responsibility of the Board after considering the recommendations of the respective committee. The Companys Code of Ethics and Code of Conduct are set out in Companys Employment Handbook, which covers matters in relation to confict of interest, entertainment and gifts, misuse of position and insider trading. The directors and employees of the Group are expected to adhere to the standard of ethics and conducts set out therein. The Board is in the process to establish clear functions reserved for the Board and those delegated to Management in the Board Charter (the Charter) which serves as a reference point for Boards activities. The Charter shall provide guidance for Directors and Management on the responsibilities of the Board, its Committees and requirements of Directors. Access to Information and Advice The Board of Directors has full and unrestricted access to all information pertaining to the Group. All Directors will receive an agenda and a full set of Board papers in a timely manner prior to the Board meeting to enable the Directors to obtain further explanations, where necessary, in order to be properly briefed before the meeting. Minutes of the Board Committees are also tabled at the Board meetings for the Boards information and deliberation before it was signed by the Chairman of the meeting. During Board meetings, the senior management staff are invited to provide the necessary details on matters discussed, when necessary. All the Directors have full access to the advice and services of the Company Secretary who is responsible for ensuring that Board meeting procedures are followed and that applicable rules and regulations are complied well. The Board of Directors, whether as a full board or in their individual capacity may seek independent professional advice, where necessary and under appropriate circumstances at the Companys expense in furtherance of their duties. STRENGTHEN COMPOSITION The Board of Directors and Board Balance The current Board consists of eight (8) members, comprising two (2) Executive Directors, three (3) Non-Executive Directors and three (3) Independent Non-Executive Directors, which is in compliance with paragraph 15.02 of Listing Requirements in respect of the board composition. The Board members have a diverse wealth of experience as well as skills and knowledge, which are relevant to the Group. A brief profle of each Director is presented on pages 4 to 6 of this Annual Report. The presence of the Independent Non-Executive Directors are particularly important to provide independent advice and judgment to ensure a balanced and unbiased decisions making process and takes into account of the long term interests of the Group as well as to safeguard the interest of its shareholders. The role of the Chairman and the Group Managing Director are distinct and separated. Each has a clearly accepted division of responsibilities and there is a balance of power and authority and that no individual has unfettered powers of decision. The Chairman is primarily responsible for ensuring the Board effectiveness and conduct whist the Group Managing Director has the responsibility over the operational and business units, organizational effectiveness and implementation of the Board policies, directives and strategies. The Board has appointed Abdul Rahman Bin Ahmad to act as the Senior Independent and Non-Executive Director and any concerns of the minority shareholders of the Company in relation to the Group can be conveyed to him. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 11 Statement On Corporate Governance (contd) STRENGTHEN COMPOSITION (contd) Nomination Committee The Nomination Committee comprises of the following directors:- Chairman Tan Yen Yeow Independent and Non-Executive Director Members Abdul Rahman Bin Ahmad Senior Independent and Non-Executive Director Tham Yen Thim Non-Independent and Non-Executive Director The Committee exclusively comprised of Non-Executive Director with a majority of whom are Independent Directors. The Nomination Committee is empowered by the Board and its terms of reference to propose new nominees for the Boards approval. The Committee also assesses the effectiveness and performance of the Board as a whole, the Committees of the Board and the individual assessment of Board Members. The Nomination Committee had met one (1) time and attended by all the members for the fnancial year under review. Appointment of Directors The Company has in place a formal procedure for the appointment of new Directors. All new nominees to the Board, will frst be reviewed and considered by the Nomination Committee before the proposed appointment is recommended to the Board of Directors for approval. Re-election of Directors Pursuant to Section 129 (6) of the Malaysian Companies Act, 1965, Directors who are over the age of seventy (70) years shall retire at every Annual General Meeting and may offer themselves for re-appointment to hold offce until the next Annual General Meeting. In accordance with Article 109 of the Articles of Association of the Company, one-third of the Directors, or, if their number is not a multiple of three, the number nearest to one third with minimum of one, shall retire from offce and an election of Directors shall take place, provided always that each Director shall retire at least once in every three (3) years but shall be eligible for re-election. Remuneration Committee The Remuneration Committee comprises of the following directors:- Chairman Tan Yen Yeow Independent and Non-Executive Director Members Dato Ir. Lai Pin Yong Non-Independent and Non-Executive Director Ir. Boey Cheng Hai Independent and Non-Executive Director The Committee consists entirely of Non-Executive Director. The Committee is responsible for recommending the remuneration framework for Directors as well as the remuneration packages of Executive Directors to the Board. The determination of remuneration packages of Directors is a matter for the Board as a whole. Individuals concerned are required to abstain from deliberations of their own remuneration. Directors fees are approved at the Annual General Meeting, by the shareholders. The Remuneration Committee had met one (1) time for the fnancial year under review. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 12 Statement On Corporate Governance (contd) STRENGTHEN COMPOSITION (contd) Aggregate remuneration of Directors categorised into appropriate components for the fnancial year ended 31 March 2014:- Items Executive Directors RM000 Non-Executive Directors RM000 Fees 18 65 Salaries and Other Emoluments 569 9.5 Bonus 43 - Number of Directors whose remuneration falls under each range:- Number of Directors Range of Remuneration RM Executive Directors Non-Executive Directors 50,000 and below - 5 300,001 to 350,000 2 - The Remuneration Committee had met once and attended by all members for the fnancial year under review. Audit Committee The details on the composition, term of reference and summary of activities of the Audit Committee are set out on pages 16 to 18 of this Annual Report. REINFORE INDEPENDENCE OF THE BOARD The tenure of an Independent Director should not exceed a cumulative term of nine (9) years. However, an Independent Director may continue to serve the Board subject to his re-designation as an Independent Director. The Board must justify and seek shareholders approval in the event that it retains a Director as an Independent Director, a person who has served in that capacity for more than 9 years. As at to-date, the Board has carried out a assessment of the Independent Directors and determined that Encik Abdul Rahman Bin Ahmad satisfed the criteria of independence recognized by the Board. The Board had thus determined that Encik Rahman should continue to serve as independent Director. Accordingly, the Board recommends that Encik Rahman seek shareholders approval to continue to be designated as Independent Director at the forthcoming Annual General Meeting of the Company in accordance with the recommendation of the Code. The position of Chairman and Group Managing Director are held by different individuals. The Chairman, Dato Ir. Goh Nai Kooi @ Gah Mai Kwai is an executive member of the Board and is not an independent director by virtue of his substantial interest in the Company. However, the Board believes that he is well placed to act on behalf of the shareholders in their best interest and it is not necessary to nominate an independent non-executive director as Chairman at this juncture. However, the Board will continuously review and evaluate the recommendation of the Code. FOSTER COMMITMENT OF THE DIRECTORS The Board meets at least four (4) times a year, scheduled well in advance before the end of the preceding fnancial year to facilitate the Directors in planning their meeting schedule for the year. Additional meetings are convened when urgent and important decisions need to be made between scheduled meetings. Board and Board Committees papers are prepared by Management to provide relevant facts and analysis for the convenience of Directors. The agenda, relevant reports and Board papers are furnished to the Directors and Board Committee members in advance to allow for suffcient time for Directors to promote effective discussions and decision-making during meetings. At the quarterly Board meetings, the Board reviews the business performance of the Group and discusses major operational and fnancial issues. The Chairman of the Audit Committee informs the Directors at each Board meeting of any salient matters noted which require the Boards notice or direction. All pertinent issues discussed at Board meetings in arriving at the decisions and conclusions are properly recorded by the Company Secretary by way of minutes of meetings. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 13 Statement On Corporate Governance (contd) FOSTER COMMITMENT OF THE DIRECTORS (contd) Board Meetings The Board met four (4) times during the fnancial year ended 31 March 2014. The attendance record of the Directors are disclosed as follows:- Directors Attendance Dato Ir. Goh Nai Kooi @ Gah Mai Kwai 4/4 Dato Ir. Dr. Goh Yong Chee 3/4 Tham Yen Thim 4/4 Dato Ir. Lai Pin Yong 3/4 Ir. Boey Cheng Hai 4/4 Abdul Rahman Bin Ahmad 4/4 Tan Yen Yeow 4/4 Goh Yong Lin 3/4 Directors Training All the Directors have successfully completed the Mandatory Accreditation Programme as prescribed by Listing Requirements. The Directors will continue to undergo other relevant training programmes to further enhance their skills and knowledge to effectively discharge their duties as Directors. The Board of Directors also received updates and briefngs, particularly on regulatory, changes in regulatory framework, industry technology, including information on signifcant changes in business risks and procedures, accounting, construction and property development activities. Throughout the fnancial year under review, the Directors attended various training programmes covering areas that included relevant industry updates, new developments in business environment and fnancial updates which they have, collectively or individually, considered as useful in discharging their stewardship responsibilities. For the year under review, the Directors attended the following conference seminars and training programme:- Course Title Organiser Date The Statement on Risk Management & Internal Control : Guidelines for Directors of Listed Issuers The Institute of Internal Auditors Malaysia 4 April 2013 2013 National Conference On Internal Auditing The Institute of Internal Auditors Malaysia 23-24 September 2013 Seminar Percukaian Kebangsaan 2013 Lembaga Hasil Dalam Negeri Malaysia 12 November 2013 UPHOLD INTEGRITY IN FINANCIAL REPORTING Financial Reporting The Board is responsible for ensuring that the fnancial statements give a true and fair view of the state of affairs of the Group and of the Company as at the end of the fnancial year. This shall include their operation results and cash fows for the year then ended as well. In preparing the fnancial statements, the Directors have ensured that applicable approved Financial Reporting Standards for entities other than private entities issued by the Malaysian Accounting Standards Board and the provisions of the Companies Act, 1965 have been applied. The Board is assisted by the Audit Committee to oversee the Groups fnancial reporting process and the quality of its fnancial reporting. The Audit Committee, comprising wholly Independent and Non-Executive Directors, with the Senior Independent Director as the Committee Chairman, ensures that the fnancial statements of the Group and Company comply with applicable fnancial reporting standards in Malaysia. Relationship with External Auditors The Board and the Audit Committee have always maintained a professional and transparent relationship with the External Auditors in seeking professional advice and ensuring compliance with appropriate accounting standards. The External Auditor is expected to report their fndings to the Audit Committee and to discuss with the Board of Directors on matters that necessitate the Boards attention. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 14 Statement On Corporate Governance (contd) RECOGNISE AND MANAGE RISKS Risk Management and Internal Audit function Recognising the importance of risk management, the Board continuously reviews the Groups risk management and internal control procedures to identify and assess key risks and controls and managements plans to mitigate or eliminate the signifcant risks identifed. The Board engaged an independent professional accounting and consulting frm to carry out the independent internal audit functions which are reports directly to the Audit Committee. Through the Audit Committee, the Board has established transparent relationship with the internal auditors. Details of the Companys internal control system and its framework including the scope of work during the fnancial year under review is provided in the Statement on Risk Management and Internal Control of the Group set out on pages 19 to 20 of this Annual Report. ENSURE TIMELY AND HIGH QUALITY DISCLOSURE The Board recognises the need for comprehensive, timely and accurate disclosures of all material Company information to the public so as to ensure a credible and responsible market in which participants conduct themselves with the highest standards of due diligence and investors have access to timely and accurate information to facilitate the evaluation of securities. During the fnancial year under review, the Board has undertaken means of formalising its existing internal corporate disclosure policies and procedures not only to comply with the disclosure requirements as stipulated in the Listing Requirements, but also in setting out the protocols for disclosing material information to shareholders and stakeholders. STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS Relationship with Shareholders The Board recognises the need for transparency and accountability to the Companys shareholders as well as regular communication with its shareholders, stakeholders and investors on the performance and major developments in the Company. Notice of the Annual General Meeting and Annual Report are sent out with suffcient notice before the date of the meeting. The Explanatory Notes on the proposed resolution under Special Business are provided to help the shareholders to decide on their vote on the resolution. Where Extraordinary General Meetings are held to obtain shareholders approval on certain business or corporate proposals, comprehensive circulars to shareholders would be sent within prescribed deadlines in accordance with regulatory and statutory provisions. All shareholders, including private investors, have an opportunity to participate in discussion with the Board on matters relating to the Companys operation and performance at the Companys Annual General Meeting. Alternatively, they may obtain the Companys latest announcement such as quarterly fnancial results, corporate announcements via the Bursa Malaysia Securities Berhads website at www. bursamalaysia.com. In addition, the Company maintains a website at www.jmr.com.my which is updated regularly for shareholders and the public to access information about the Group. Annual General Meeting ( AGM ) The AGM is the principal forum for dialogue and interaction with its shareholders. Shareholders are encouraged to participate in discussion pertaining to the operations and fnancial aspects of the Group. The Board members are available to respond to all queries and under take to provide clarifcation on issue raised by shareholders. The External Auditors are also present to provide their professional and independent clarifcation on queries raised by shareholders. Shareholders are invited to ask questions regarding the resolutions being proposed before putting a resolution to vote as well as matters relating to the Groups operations in general. All the resolutions set out in the Notice of the AGM were put to vote by show of hands and were duly passed. The outcome of the AGM was announced to Bursa on the same day. COMPLIANCE WITH THE PRINCIPLES AND RECOMMENDATIONS OF THE CODE For the year ended 31 March 2014, the Group has compiled substantially with the Principles and Recommendations of the Code insofar as applicable and described herein. This statement is issued in accordance with a resolution of the Directors dated 3 July 2014. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 15 Audit Committee Report Members of the Audit Committee The Audit Committee comprises the following directors:- Chairman Tan Yen Yeow Independent and Non-Executive Director Members Abdul Rahman Bin Ahmad Senior Independent and Non-Executive Director Ir. Boey Cheng Hai Independent and Non-Executive Director Terms of Reference Membership
The Audit Committee shall comprise at least three (3) Non-Executive Directors appointed by the Board of Directors. All the members of the Audit Committee must be Non-Executive Directors, with a majority of them being Independent Directors. All members of the Audit Committee shall be fnancially literate and at least one (1) member:- i. must be a member of the Malaysian Institute of Accountants; or ii. if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years working experience and; he must have passed the examinations specifed in Part 1 of the 1st Schedule of the Accountants Act 1967; or he must be a member of one of the associations of accountants specifed in Part II of the 1st Schedule of the Accountants Act 1967; or iii. fulflls such other requirements as prescribed by Bursa Malaysia Securities Berhad. The members of the Audit Committee shall elect a Chairman from amongst their members who must be an Independent, Non-Executive Director. No Alternate Director can be appointed as a member of the Audit Committee. In the event of any vacancy in the Committee, the Board must fll the vacancy within three (3) months, appoint such number of new members as may be required to make up the minimum of three (3) members. Meeting and Minutes The Audit Committee shall meet at least four (4) times a year. In order to form a quorum in respect of a meeting of an Audit Committee, the majority of members present must be Independent Directors. The Committee may invite the External and Internal Auditors, any other Directors or senior management staffs of the Company to be in attendance during the meetings to assist in its deliberations. Upon request by the External Auditors, the Chairman shall convene a meeting of the Committee to consider any matters the External Auditors believe should be brought to the attention of the Directors or the shareholders of the Company. The Audit Committee shall meet the External Auditors without the presence of any Executive Directors or Senior Management, at least twice a year. The Company Secretary shall be the Secretary of the Audit Committee. Minutes of each meeting shall be distributed to each member of the Audit Committee and all members of the Board. The Audit Committee Chairman shall report each meeting to the Board. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 16 Audit Committee Report (contd) Authority of Audit Committee The Committee is empowered by the Board to investigate any activity within its term of reference. It shall:- Have authority to investigate any matter within its terms of reference. Have full and unrestricted access to any information pertaining to the Group, and all employees are directed to co-operate with any request made by the Committee. Have direct communication channels with both the External and Internal Auditors or any person(s) carrying out the internal audit functions or activities. Seek independent professional advice, whenever required. Have the resources which are required to perform its duties. Duties of Audit Committee The duties of the Audit Committee are as follows:- To monitor any potential confict of interest situation that may arise within the Group, including any transaction, procedure or course of conduct that raises the questions of management integrity. To review announcements, quarterly reports and the annual fnancial statements before submission to the Board for approval. To determine with Internal Auditors, the function and scope of internal audit and to review reports and fndings by Internal Auditors, in the absence of management staff if deemed necessary. To review the assistance given by the Companys employees to the External Auditors. To review with External Auditors, the annual audit plan which states the scope and nature of their audit, their audit fndings and audit report. To review with the Internal and External Auditors, their evaluation of internal control systems, their management letters and managements response, in the absence of management staff if deemed necessary. To report promptly to the Bursa Malaysia Securities Berhad on any matter reported by it to the Board of Directors which has not been satisfactorily resolved and resulting in a breach of the relevant rules and regulations. To recommend and review the appointment and resignation of the Internal and External Auditors and their fees. Other functions as may be agreed by the Audit Committee and the Board of Directors hereafter. Summary of Activities There were four (4) Audit Committee meetings held during the fnancial year. The following details the attendance record of the Audit Committee members:- Members Attendance Tan Yen Yeow 4/4 Abdul Rahman Bin Ahmad 4/4 Ir. Boey Cheng Hai 4/4 The activities of the Audit Committee during the fnancial year under review are as follows:- Reviewed the audit plan, the nature and scope of the audit with the Internal and External Auditors and their related fees. The Committee meets with the External Auditors without Executive Board Members present twice during the fnancial year under review. Discussed the audit fndings and recommendations made by the Internal and External Auditors on systems of internal control, reviewed Management Letter, and follow up with corrective action taken by the Management. Reviewed the unaudited quarterly report of the Group and annual fnancial statements before recommendation to the Board for consideration and approval. Reviewed the Group compliance with the Bursa Malaysia Securities Berhad Main Market Listing Requirements, Financial Reporting Standards issued by the Malaysian Accounting Standards Board and other relevant legal and regulatory requirements. Reviewed the Audit Committees Report and Statement on Risk Management and Internal Control for inclusion in the Annual Report. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 17 Audit Committee Report (contd) Internal Audit Function The Companys internal audit function is carried out by BDO Governance Advisory Sdn. Bhd., an independent professional accounting and consulting frm. It reports directly and provides the Committee with independent and objective assurance on the adequacy and integrity of its system of internal controls and the extent of compliance towards the Groups existing policies and procedures, applicable laws and regulations. The total cost incurred in relation to the conduct of the internal audit functions of the Group during the fnancial year ended 31 March 2014 amounted to RM19,610. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 18 Statement On Risk Management And Internal Control INTRODUCTION The Malaysian Code on Corporate Governance 2012 requires listed companies to maintain a sound system of internal controls to safeguard shareholders investment and the Groups assets. Guided by the Statement on Risk Management and Internal Control: Guidance for Directors of Public Listed Companies, the Board of Director of JMR Conglomeration Bhd. is pleased to present the Statement on Risk Management and Internal Control which is prepared in accordance with Paragraph 15.26(b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. RESPONSIBILITY FOR RISK AND INTERNAL CONTROL The Board recognises its overall responsibility for the Groups systems of internal control and for reviewing the adequacy and integrity of those systems. In view of the limitations that are inherent in any systems of internal control, the systems of internal control are designed to manage risk within tolerable levels rather than eliminate the risk of failure to achieve business objectives. Hence, such system by its nature can only provide reasonable and not absolute assurance against material misstatement, error or losses. The Board has established an ongoing process for identifying, evaluating and managing the signifcant risks faced, or potentially exposed to, by the Group in pursuing its business objectives. This process has been in place throughout the fnancial year and up to the date of approval of the annual report. The adequacy and effectiveness of this process have been continually reviewed by the Board and are in accordance with the Internal Control Guidance. RISK MANAGEMENT The Board and the management practice proactive signifcant risks identifcation in the processes and activities of the Group, particularly in major proposed transactions, changes in nature of activities and/or operating environment, or venturing into new operating environment which may entail different risks, and put in place the appropriate risk response strategies and controls until those risks are managed to, and maintained at, a tolerance level acceptable by the Board. INTERNAL AUDIT The Board acknowledges the importance of internal audit function and has outsourced its internal audit function to an independent professional accounting and consulting frm, BDO Governance Advisory Sdn Bhd as part of its efforts to provide adequate and effective internal control systems. The performance of internal audit function is carried out as per the annual audit plan approved by the Audit Committee. The internal audit adopts a risk-based approach in developing its audit plan which addresses all the core auditable areas of the Group based on their risk profle. The audit focuses on high risk area to ensure that an adequate action plan has in place to improve the controls in place. The audit ascertains that the risks are effectively mitigated by the controls. On a quarterly basis or earlier as appropriate, the internal auditors report to the Audit Committee on areas for improvement. The highlighted areas will be followed up closely to determine the extent of their recommendations that have been implemented by the management. INTERNAL CONTROL Apart from risk management and internal audit, the Group has put in place the following key elements of internal control: An organization structure with well-defned scopes of responsibility, clear lines of accountability, and appropriate levels of delegated authority; A process of hierarchical reporting which provides a documented and auditable trail of accountability; A set of documented internal policies and procedures which is subject to regular review and improvement; Regular and comprehensive information provided to management, covering fnancial and operational performance and key business indicators, for effective monitoring and decision making; Monthly monitoring of results against budget, with major variances being followed up and management action taken, where necessary; and Regular visits to operating units by members of the Board and senior management. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 19 Statement On Risk Management And Internal Control (contd) REVIEW OF THIS STATEMENT BY EXTERNAL AUDITORS As required by Paragraph 15.23 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the external auditors have reviewed this Statement on Risk Management and Internal Control. Their review was performed in accordance with Recommended Practice Guide (RPG) 5 issued by the Malaysian Institute of Accountants. RPG 5 does not require the external auditors to form an opinion on the adequacy and effectiveness of the risk management and internal control systems of the Group. CONCLUSION The Board has received assurance from the top management and Group Managing Director that the Groups risk management and internal control systems have been operating adequately and effectively, in all material aspects, during the fnancial year under review and up to date of this statement. Taking this assurance into consideration, the Board is of the view that there were no signifcant weaknesses in the current system of internal control of the Group that may have material impact on the operations of the Group for the fnancial year ended 31 March 2014. The Board and the management will continue to take necessary measures and ongoing commitment to strengthen and improve its internal control environment and risk management.
This statement is issued in accordance with a resolution of the Directors dated 3 July 2014. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 20 Other Information Utilisation of Proceeds Raised from Corporate Proposal During the fnancial year, there were no proceeds raised by the Group from any corporate proposals. Share Buybacks The Company did not enter into any share buybacks transactions during the fnancial year. Options or Convertible Securities No options or convertible securities were exercised during the fnancial year. Depository Receipt Programme The Company did not sponsor any depository receipt programme during the fnancial year. Imposition of Sanctions and Penalties There were no sanctions nor material penalties imposed on the Company and its subsidiaries, Directors or Management by the relevant regulatory bodies during the fnancial year. Non-Audit Fees There were no non-audit fees paid to the External Auditors by the Group during the fnancial year. Proft Guarantee There were no proft guarantees given by the Company during the fnancial year. Proft Estimates, Forecast or Projections The Company did not issue any proft estimates, forecast or projections. There was no signifcant variance between the audited results for the fnancial year and the unaudited results previously released by the Group. Material Contracts Involving Directors and Major Shareholders There were no material contracts (not being contracts entered into in the ordinary course of business) entered into by the Company and/ or its subsidiaries, involving Directors and major shareholders interests during the fnancial year. Revaluation Policy on Landed Properties The Company and the Group does not adopt a policy on regular revaluation of its landed properties. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 21 Directors' Report The Directors have pleasure in submitting their report and the audited fnancial statements of the Group and of the Company for the fnancial year ended 31 March 2014. Principal activities
The Company is principally involved in investment holding and providing management services. The principal activities of its subsidiaries are as disclosed in Note 15 to the fnancial statements. There have been no signifcant changes in the nature of the activities of the Group and of the Company during the fnancial year. Results Group Company RM RM Proft for the fnancial year attributable to: Owners of the Company 8,131,018 4,555,599 Non-controlling interest (102) - 8,130,916 4,555,599 Reserves and provisions There were no material transfers to or from reserves or provisions during the fnancial year other than those disclosed in the fnancial statements. Dividends On 11 December 2013, the Directors declared interim dividend of RM0.04 each less tax of 25% amounting to RM3,803,532 in respect of the fnancial year ended 31 March 2014, which was paid on 20 December 2013. The Directors do not recommend any fnal dividend to be paid in respect of the current fnancial year. Directors
The Directors who have held offce since the date of the last report are:
Dato Ir. Goh Nai Kooi @ Gah Mai Kwai Dato Ir. Dr. Goh Yong Chee Tham Yen Thim Dato Ir. Lai Pin Yong Ir. Boey Cheng Hai Abdul Rahman Bin Ahmad Goh Yong Lin Tan Yen Yeow Lim Tze Ming JMR Conglomeration Bhd. 592280-W | Annual Report 2014 22 Directors' Report (contd) Directors interest in shares The interest of the directors who held offce at the end of the fnancial year in shares in the Company and its related companies are as follows: Number of ordinary shares of RM1 each Balance at Balance at The Company 01.04.2013 Bought Sold 31.03.2014 Direct interest: Dato Ir. Dr. Goh Yong Chee 2,500,000 - - 2,500,000 Dato Ir. Goh Nai Kooi @ Gah Mai Kwai 4,032,350 1,164,500 - 5,196,850 Ir. Boey Cheng Hai 491,846 - - 491,846 Indirect interest: *=Dato Ir. Dr. Goh Yong Chee 70,137,627 1,439,400 - 71,577,027 *+ Dato Ir. Goh Nai Kooi @ Gah Mai Kwai 68,605,277 274,900 - 68,880,177 *=Goh Yong Lin 72,637,627 1,439,400 - 74,077,027 Number of ordinary shares of RM1 each JMR Consolidated Holdings Sdn. Bhd. Balance at Balance at (Holding Company) 01.04.2013 Bought Sold 31.03.2014 Direct interest: Dato Ir. Goh Nai Kooi @ Gah Mai Kwai 7,203,043 479,428 - 7,682,471 Dato Ir. Dr. Goh Yong Chee 1,575,783 - - 1,575,783 Abdul Rahman Bin Ahmad 629,009 - - 629,009 Indirect interest: + Dato Ir. Goh Nai Kooi @ Gah Mai Kwai 65,106,298 - - 65,106,298 = Dato Ir. Dr. Goh Yong Chee 70,733,558 - - 70,733,558 # Tham Yen Thim 5,736,477 - - 5,736,477 # Dato Ir. Lai Pin Yong 10,945,821 - - 10,945,821 * Deemed interest through the holding company, JMR Consolidated Holdings Sdn. Bhd.. + Deemed interest through corporate shareholders and his spouse and sons. = Deemed interest through his/her parents. # Deemed interest through corporate shareholders. By virtue of their interests in the shares of the holding company, Dato Ir. Goh Nai Kooi @ Gah Mai Kwai, Dato Ir. Dr. Goh Yong Chee and Goh Yong Lin are also deemed to be interested in the shares of all the subsidiaries of JMR Consolidated Holdings Sdn. Bhd. to the extent that JMR Consolidated Holdings Sdn. Bhd. has an interest. None of the other Directors in offce at the end of the fnancial year had any interest in shares of the Company and its related companies during the fnancial year. Directors benefts Since the end of the previous fnancial year, no Directors of the Company has received or become entitled to receive any beneft (other than a beneft included in the aggregate amount of emoluments received or due and receivable by Directors as shown in the fnancial statements) by reason of a contract made by the Company or a related corporation with the Directors or with a frm of which the Director is a member, or with a company in which the Director has a substantial fnancial interest other than as disclosed in Note 28 to the fnancial statements. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 23 Directors' Report (contd) Directors benefts (continued) There were no arrangements during or at the end of the fnancial year, which had the object of enabling Directors of the Company to acquire benefts by means of the acquisition of shares in, or debentures of the Company or any other body corporate. Issue of shares and debentures There were no changes in the authorised, issued and paid-up capital of the Company during the fnancial year. There were no debentures issued during the fnancial year. Options granted over unissued shares No options were granted to any person to take up unissued shares of the Company during the fnancial year. Other statutory information
Before the fnancial statements of the Group and of the Company were made out, the Directors took reasonable steps to ascertain that: (i) proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and have satisfed themselves that there are no known bad debts and that adequate provision had been made for doubtful debts; and (ii) all current assets have been stated at the lower of cost and net realisable value. At the date of this report, the Directors are not aware of any circumstances: (i) which would necessitate the writing off of bad debts or render the amount of the provision for doubtful debts inadequate to any material extent; or (ii) which would render the value attributed to current assets in the fnancial statements of the Group and of the Company misleading; or (iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate; or (iv) not otherwise dealt with in this report or the fnancial statements, which would render any amount stated in the fnancial 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 and of the Company that has arisen since the end of the fnancial year and which secures the liabilities of any other person; or
(ii) any contingent liability in respect of the Group and of the Company that has arisen since the end of the fnancial year. No contingent liability or other liability of the Group and of the Company has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the fnancial 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 except as disclosed in Note 30 to the fnancial statements.
In the opinion of the Directors, the fnancial performance of the Group and of the Company for the fnancial year ended 31 March 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 the fnancial year and the date of this report. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 24 Directors' Report (contd) Holding Company The Directors regard JMR Consolidated Holdings Sdn. Bhd., a company incorporated in Malaysia, as the holding company. Subsequent event Details of subsequent event is disclosed in Note 37 to the fnancial statements. Auditors
The auditors, Messrs PKF, have indicated their willingness to continue in offce. Signed on behalf of the Board in accordance with a resolution of the Directors, DATO IR. GOH NAI KOOI @ GAH MAI KWAI THAM YEN THIM Penang 3 July 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 25 Statement By Directors Pursuant To Section 169 (15) Of The Companies Act, 1965 in Malaysia In the opinion of the Directors, the accompanying fnancial statements as set out on pages 29 to 82 are drawn up in accordance with the provisions of the Companies Act, 1965 in Malaysia, Financial Reporting Standards so as to give a true and fair view of the fnancial position of the Group and of the Company as at 31 March 2014 and of their fnancial performance and their cash fows for the fnancial year ended on that date. The supplementary information as set out in Note 36 to the fnancial statements is disclosed to meet the requirement of Bursa Malaysia Securities Berhad. The Directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profts or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (MIA Guidance) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad. Signed on behalf of the Board in accordance with a resolution of the Directors, DATO IR. GOH NAI KOOI @ GAH MAI KWAI THAM YEN THIM Penang 3 July 2014 Statutory Declaration Pursuant To Section 169 (16) Of The Companies Act, 1965 in Malaysia I, DATO IR. DR. GOH YONG CHEE being the Director primarily responsible for the fnancial management of JMR CONGLOMERATION BHD., do solemnly and sincerely declare that to the best of my knowledge and belief, the fnancial statements as set out on pages 29 to 82 are in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960. Subscribed and solemnly declared by the above named at GEORGETOWN in the State of PENANG on 3 July 2014 ) ) ) DATO IR. DR. GOH YONG CHEE Before me, COMMISSIONER FOR OATHS
JMR Conglomeration Bhd. 592280-W | Annual Report 2014 26 Independent Auditors Report To the members of JMR Conglomeration Bhd. and its Subsidiaries REPORT ON THE FINANCIAL STATEMENTS We have audited the accompanying fnancial statements of JMR CONGLOMERATION BHD., which comprise the Statements of Financial Position as at 31 March 2014 of the Group and of the Company, and the Statements of Comprehensive Income, Statements of Changes in Equity and Statements of Cash Flows of the Group and of the Company for the fnancial year then ended, and a summary of signifcant accounting policies and other explanatory notes, as set out on pages 29 to 82. Directors Responsibility for the Financial Statements The Directors of the Company are responsible for the preparation of fnancial statements that give a true and fair view in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia, and for such internal control as the Directors determine are necessary to enable the preparation of the fnancial statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these fnancial 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 whether the fnancial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the fnancial statements, whether due to fraud or error. In making those risk assessments, we consider internal controls relevant to the entitys preparation of fnancial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal controls. 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 fnancial statements. We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the fnancial statements give a true and fair view of the fnancial position of the Group and of the Company as at 31 March 2014 and of their fnancial performance and their cash fows for the fnancial year then ended in accordance with Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following: a) In our opinion, the accounting and other records and the registers required by the Companies Act, 1965 in Malaysia to be kept by the Company and its subsidiaries, of which we have acted as auditors, have been properly kept in accordance with the provisions of the Act. b) We have considered the fnancial statements and the auditors reports of all the subsidiaries for which we have not acted as auditors in Note 15 to the fnancial statements. c) We are satisfed that the fnancial statements of the subsidiaries that have been consolidated with the Companys fnancial statements are in form and content appropriate and proper for the purposes of the preparation of the fnancial statements of the Group and we have received satisfactory information and explanations required by us for those purposes. d) The auditor reports on the fnancial statements of the subsidiaries did not contain any qualifcation or any adverse comment made under Section 174(3) of the Act. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 27 Independent Auditors Report (contd) To the members of JMR Conglomeration Bhd. and its Subsidiaries OTHER REPORTING RESPONSIBILITIES The supplementary information set out in Note 36 to the fnancial statements is disclosed to meet the requirement of Bursa Malaysia Securities Berhad. The Directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profts or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (MIA Guidance) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad. OTHER MATTERS This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report. PKF CHUAH SOO HUAT AF 0911 3002/07/14 (J) CHARTERED ACCOUNTANTS CHARTERED ACCOUNTANT Kuala Lumpur 3 July 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 28 Statements Of Comprehensive Income For The Financial Year Ended 31 March 2014 Group Company 2014 2013 2014 2013 Note RM RM RM RM Revenue 3 71,620,072 44,276,279 6,374,080 400,000 Cost of sales 4 (55,315,406) (34,133,498) - - Gross proft 16,304,666 10,142,781 6,374,080 400,000 Other income 1,211,087 4,196,116 - 725 Distribution costs (234,371) (175,487) - - Administrative expenses (5,483,845) (6,628,737) (293,317) (366,308) Share of loss of associates (321,920) (344,227) - - Proft from operations 6 11,475,617 7,190,446 6,080,763 34,417 Finance costs 7 (268,250) (97,095) - - Proft before tax 11,207,367 7,093,351 6,080,763 34,417 Tax expense 8 (3,076,451) (1,678,425) (1,525,164) (61,026) Proft/(Loss) for the fnancial year 8,130,916 5,414,926 4,555,599 (26,609) Other comprehensive income for the fnancial year Net fair value income on available-for-sale of other fnancial assets - 215 - - Total comprehensive income/(loss) for the fnancial year 8,130,916 5,415,141 4,555,599 (26,609) Proft/(Loss) for the year attributable to: Equity holders of the Company 8,131,018 5,415,012 4,555,599 (26,609) Non-controlling interests (102) (86) - - 8,130,916 5,414,926 4,555,599 (26,609) Total comprehensive income/ (loss) attributable to: Equity holders of the Company 8,131,018 5,415,227 4,555,599 (26,609) Non-controlling interests (102) (86) - - 8,130,916 5,415,141 4,555,599 (26,609) Earnings per share: Basic (sen per share) 9 6.41 4.27 The accompanying notes form an integral part of the fnancial statements. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 29 Statements Of Financial Position As At 31 March 2014 Group Company 2014 2013 2014 2013 Note RM RM RM RM ASSETS Non-current assets Property, plant and equipment 10 15,555,365 15,958,235 - - Investment properties 11 13,755,198 16,319,028 3,676,000 3,676,000 Prepaid lease payments on leasehold land 12 1,832,228 1,754,720 - - Land held for property development 13 32,097,968 26,015,125 - - Goodwill 14 592,354 592,354 - - Investments in subsidiaries 15 - - 91,439,820 90,183,430 Investments in associates 16 850,830 1,172,750 559,769 559,769 64,683,943 61,812,212 95,675,589 94,419,199 Current assets Inventories 17 1,340,349 1,879,722 - - Property development costs 18 31,062,447 20,792,050 - - Trade and non-trade receivables 19 22,404,958 12,021,370 854,500 4,500 Tax recoverable 1,956,499 1,226,447 - 80,974 Short term deposits with licensed banks 20 909,708 1,854,682 - - Cash and bank balances 21 5,157,331 6,352,815 151,265 155,046 62,831,292 44,127,086 1,005,765 240,520 TOTAL ASSETS 127,515,235 105,939,298 96,681,354 94,659,719 The accompanying notes form an integral part of the fnancial statements. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 30 Statements Of Financial Position (contd) As At 31 March 2014 Group Company 2014 2013 2014 2013 Note RM RM RM RM EQUITY AND LIABILITIES Equity attributable to owners Share capital 22 126,784,397 126,784,397 126,784,397 126,784,397 Reserve 23 - - - - Accumulated losses (27,739,612) (32,067,098) (32,479,900) (33,231,967) Total equity attributable to equity holders of the Company 99,044,785 94,717,299 94,304,497 93,552,430 Non-controlling interests 135,578 135,680 - - TOTAL EQUITY 99,180,363 94,852,979 94,304,497 93,552,430 Non-current liabilities Borrowings 24 588,102 101,141 - - Deferred tax liabilities 25 904,673 972,015 - - 1,492,775 1,073,156 - - Current liabilities Trade and non-trade payables 26 12,463,581 9,537,530 2,168,252 1,107,289 Borrowings 24 13,037,958 96,677 - - Tax payable 1,340,558 378,956 208,605 - 26,842,097 10,013,163 2,376,857 1,107,289 TOTAL LIABILITIES 28,334,872 11,086,319 2,376,857 1,107,289 TOTAL EQUITY AND LIABILITIES 127,515,235 105,939,298 96,681,354 94,659,719 The accompanying notes form an integral part of the fnancial statements. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 31 Statements Of Changes In Equity For The Financial Year Ended 31 March 2014 Attributable to equity holders of the Company Non-distributable Distributable Note Share capital Investment revaluation reserve Accumulated losses Total Non- controlling interest Total Group RM RM RM RM RM RM At 1 April 2012 126,784,397 1,800 (37,484,125) 89,302,072 135,766 89,437,838 Proft for the year - - 5,415,012 5,415,012 (86) 5,414,926 Other comprehensive income for the fnancial year - 215 - 215 - 215 Reversal of investment revaluation reserve 23 - (2,015) 2,015 - - - Total comprehensive income for the fnancial year - (1,800) 5,417,027 5,415,227 (86) 5,415,141 At 31 March 2013 126,784,397 - (32,067,098) 94,717,299 135,680 94,852,979 Attributable to equity holders of the Company Distributable Note Share capital Accumulated losses Total Non- controlling interest Total Group RM RM RM RM RM At 1 April 2013 126,784,397 (32,067,098) 94,717,299 135,680 94,852,979 Proft for the year - 8,131,018 8,131,018 (102) 8,130,916 Other comprehensive loss for the fnancial year - - - - - Total comprehensive income for the fnancial year - 8,131,018 8,131,018 (102) 8,130,916 Dividends 27 - (3,803,532) (3,803,532) - (3,803,532) At 31 March 2014 126,784,397 (27,739,612) 99,044,785 135,578 99,180,363
The accompanying notes form an integral part of the fnancial statements. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 32 Statements Of Changes In Equity (contd) For The Financial Year Ended 31 March 2014 Share Accumulated capital losses Total Note RM RM RM Company At 1 April 2012 126,784,397 (33,205,358) 93,579,039 Total comprehensive loss for the fnancial year - (26,609) (26,609) At 31 March 2013 126,784,397 (33,231,967) 93,552,430 Total comprehensive income for the fnancial year - 4,555,599 4,555,599 Dividends 28 - (3,803,532) (3,803,532) At 31 March 2014 126,784,397 (32,479,900) 94,304,497 The accompanying notes form an integral part of the fnancial statements. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 33 Statements Of Cash Flows For The Financial Year Ended 31 March 2014 Group Company 2014 2013 2014 2013 Note RM RM RM RM Cash fows from operating activities Proft before tax 11,207,367 7,093,351 6,080,763 34,417 Adjustments for: Impairment loss on trade receivables 99,120 - - - Depreciation of property, plant and equipment 435,229 469,135 - - Depreciation of investment properties 127,505 134,623 - - Share of loss of associates 321,920 344,227 - - Interest expense 268,250 97,095 - - Amortisation of prepaid lease payments on leasehold land 45,492 43,270 - - Property, plant and equipment written off - 123,021 - - Interest income (87,001) (135,744) - (725) Gain on disposal of property, plant and equipment (50,300) (31,500) - - Gain on disposal of investment in subsidiaries - (2,037,665) - (100,000) Gain on disposal of investment properties (468,773) (1,082,115) - - Bad debts recovered - (4,266) - - Gain on disposal of quoted investment - (1,500) - - Reversal of impairment loss on trade and non- trade receivables - (670,000) - - Gross dividend income - (525) (6,374,080) (300,000) Operating proft/(loss) before working capital changes 11,898,809 4,341,407 (293,317) (366,308) The accompanying notes form an integral part of the fnancial statements. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 34 Statements Of Cash Flows (contd) For The Financial Year Ended 31 March 2014 Group Company 2014 2013 2014 2013 Note RM RM RM RM Operating proft/(loss) before working capital changes 11,898,809 4,341,407 (293,317) (366,308) Decrease/(Increase) in inventories 539,373 (153,215) - - Increase in property development costs (10,270,397) (6,043,907) - - Increase in receivables (10,605,708) (4,766,594) - - Decrease in payables 2,926,051 7,280,820 1,060,963 4,396 Cash (used in)/from operations (5,511,872) 658,511 767,646 (361,912) Tax refunded - 70,690 107,935 50,733 Tax paid (2,912,243) (2,795,540) (1,343,520) - Net cash used in operating activities (8,424,115) (2,066,339) (467,939) (311,179) Cash fows from investing activities Dividends received - 525 6,374,080 225,000 Proceeds from disposal of investment properties 878,098 1,950,000 - - Interest received 87,001 115,073 - 725 Proceeds from disposal of quoted investment - 74,615 - - Proceeds from disposal of investment in subsidiaries - - - 100,000 Proceeds from disposal of property, plant and equipment 51,480 31,500 - - Sale of subsidiary, net of cash disposed - (3,116,709) - - Payments for land held for property development (4,055,843) (262,721) - - Acquisition of property, plant and equipment (33,539) (86,404) - - Net advances (to)/from subsidiaries - - (2,106,390) 11,647 Net cash (used in)/from investing activities (3,072,803) (1,294,121) 4,267,690 337,372 The accompanying notes form an integral part of the fnancial statements. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 35 Statements Of Cash Flows (contd) For The Financial Year Ended 31 March 2014 Group Company 2014 2013 2014 2013 Note RM RM RM RM Cash fows from fnancing activities Dividend paid (3,803,532) - (3,803,532) - Short term deposits held as security - (81,796) - - Increase/(Decrease) in borrowings 13,419,036 (565,182) - - Interest paid (268,250) (97,095) - - Net cash from/(used in) fnancing activities 9,347,254 (744,073) (3,803,532) - Net (decrease)/increase in cash and cash equivalents (2,149,664) (4,104,533) (3,781) 26,193 Cash and cash equivalents at 1 April 7,306,995 11,411,528 155,046 128,853 Cash and cash equivalents at 31 March (i) 5,157,331 7,306,995 151,265 155,046 Notes:
(i) Cash and cash equivalents Cash and cash equivalents comprise the following: Group Company 2014 2013 2014 2013 RM RM RM RM Cash and bank balances 5,157,331 6,352,815 151,265 155,046 Short term deposits with licensed banks 909,708 1,854,682 - - 6,067,039 8,207,497 151,265 155,046 Less: Short term deposits held as security (909,708) (900,502) - - 5,157,331 7,306,995 151,265 155,046 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 36 Notes To The Financial Statements At 31 March 2014 1. Basis of preparation The fnancial statements of the Group and of the Company have been prepared in accordance with Financial Reporting Standards (FRSs) and the Companies Act, 1965, in Malaysia. The accompanying fnancial statements have been prepared assuming that the group and the Company will continue as going concern which contemplates the realisation of assets and settlement of liabilities in the normal course of business. The accounting policies adopted are consistent with those of the previous fnancial year except as follows. (a) Standards issued and effective On 1 April 2013, the following new and amended FRSs and IC Interpretations are mandatory for annual fnancial periods beginning on or after 1 January 2013. Description Effective for annual periods beginning on or after FRS 10, Consolidated Financial Statements 1 January 2013 FRS 11, Joint Arrangements 1 January 2013 FRS 12, Disclosure of Interests in Other Entities 1 January 2013 FRS 13, Fair Value Measurement 1 January 2013 FRS 119, Employee Benefts 1 January 2013 FRS 127, Separate Financial Statements 1 January 2013 FRS 128, Investment in Associated and Joint Ventures 1 January 2013 Amendment to FRSs: - FRS 1, First-time Adoption of Financial Reporting Standards Government Loans 1 January 2013 - FRS 1, First-time Adoption of Financial Reporting Standards Borrowing Costs 1 January 2013 - FRS 7, Financial Instruments: Disclosures Offsetting Financial Assets and Financial Liabilities 1 January 2013 - FRS 10, Consolidated Financial Statements: Transition Guidance 1 January 2013 - FRS 11, Joint Arrangements: Transition Guidance 1 January 2013 - FRS 12, Disclosure of Interest in Other Entities: Transition Guidance 1 January 2013 - FRS 101, Presentation of Financial Statements Presentation of Items of Other Comprehensive Income 1 July 2013 - FRS 116, Property, Plant and Equipment 1 January 2013 - FRS 132, Financial Instruments: Presentation 1 January 2013 - FRS 134, Interim Financial Reporting 1 January 2013 IC Interpretation 20 Stripping Cost in the Production Phase of a Surface Mine 1 January 2013 Amendments to IC Interpretation 2 Members Shares in Co-operative Entities and Similar Instruments 1 January 2013 Annual improvements to FRSs 2012, amendments to - FRS 101, Presentation of Financial Statements 1 January 2013 The Directors expect that the adoption of the standards and amendments above will have no material impact on the fnancial statements in the period of initial application. FRS 13, Fair value measurement FRS 13 establishes a single source of guidance under FRS for all fair value measurements. FRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under FRS. FRS 13 defnes fair value as an exit price. As a result of the guidance in FRS 13, the Company re-assessed its policies for measuring fair values, in particular, its valuation inputs such as non-performance risk for fair value measurement of liabilities. FRS 13 also requires additional disclosures. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 37 Notes To The Financial Statements (contd) At 31 March 2014 1. Basis of preparation (continued) (b) Standards issued but not yet effective The Group and the Company have not adopted the following standards and interpretations that have been issued but not yet effective: Description Effective for annual periods beginning on or after FRS 9, Financial Instruments (IFRS 9 issued by IASB in November 2009) 1 January 2015 FRS 9, Financial Instruments (IFRS 9 issued by IASB in October 2010) To be announced IC Interpretation 21: Levies 1 January 2014 Amendment to FRSs (continued): - FRS 10, Consolidated Financial Statements Investment Entities 1 January 2014 - FRS 12, Disclosure of Interest in Other Entities Investment Entities 1 January 2014 - FRS 127, Separate Financial Statements Investment Entities 1 January 2014 - FRS 132, Offsetting Financial Assets and Financial Liabilities 1 January 2014 - FRS 136, Recoverable Amount Disclosure for Non-Financial Assets 1 January 2014 - FRS 139, Novation of Derivatives and Continuation of Hedge Accounting 1 January 2014 Annual improvements to FRSs 2010 2012 cycle 1 July 2014 Annual improvements to FRSs 2011 2013 cycle 1 July 2014 The Directors expect that the adoption of the standards and amendments above will have no material impact on the fnancial statements in the period of initial application. FRS 9, Financial Instruments FRS 9 refects the frst phase of the work on replacement of FRS 139 Financial Instruments: Recognition and Measurement. FRS 9 replaces the multiple classifcation and measurement of fnancial assets and fnancial liabilities in FRS 139, with a single model that has only two classifcation categories: amortised cost and fair value. The standard was initially effective for annual periods beginning on or after 1 January 2013, but Amendments to FRS 9: Mandatory Effective Date of FRS 9 and Transition Disclosures, issued in March 2012, moved the mandatory effective date to 1 January 2015. Subsequently, on 14 February 2014, it was announced that the new effective date will be decided when the project is closer to completion. The adoption of the frst phase of FRS 9 will have an effect on the classifcation and measurement of the Groups and the Companys fnancial assets, but will not have an impact on classifcation and measurement of the Groups and the Companys fnancial liabilities. The Group and the Company will quantify the effect in conjunction with the other phases, when the fnal standard including all phases is issued. Malaysian Financial Reporting Standards (MFRS Framework) On 19 November 2011, the Malaysian Accounting Standards Board (MASB) issued a new MASB approved accounting framework, the Malaysian Financial Reporting Standards (MFRS Framework) that is applicable to entities other than private entities. However, based on the MASB announcement on 30 June 2012 that differ the effective date of MFRS Framework for transitioning entities (i.e. entities affected by MFRS 141 Agriculture and/or IC Interpretation 15 Agreements for Construction of Real Estate) from 1 January 2013 to 1 January 2014. However, on 7 August 2013, MASB extended the transitional period for another year, such as the adoption of the MFRS Framework by transitioning entities will be mandatory for annual period beginning on or after 1 January 2015. The Group falls within the scope defnition of Transitioning Entities and has opted to defer adoption of the new MFRS Framework. Accordingly, the Group will be required to prepare fnancial statements using the MFRS Framework in its fnancial statements for the fnancial year ended 31 March 2016. The subsequent adoption of the MFRS Framework would result in the Group preparing an opening MFRS statement of fnancial position as at 1 April 2014, which adjusts for differences between the classifcation and measurement bases in the existing FRS Framework versus that in the new MFRS Framework. This would also result in a restatement of the annual and quarterly fnancial performance for the fnancial year ending 31 March 2015 in accordance with MFRS, which would form the MFRS comparatives for the annual and quarterly fnancial performance for the fnancial year ending 31 March 2016 respectively. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 38 Notes To The Financial Statements (contd) At 31 March 2014 1. Basis of preparation (continued) (c) Basis of measurement The fnancial statements have been prepared on the historical cost basis other than as disclosed in Note 2 to the fnancial statements. (d) Critical accounting estimates and judgements Estimates and judgements are continually evaluated by the Directors and management and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and judgements that affect the application of the Groups accounting policies and disclosures, and have a signifcant risk of causing a material adjustment to the carrying amounts of assets, liabilities, income and expenses are discussed below: (i) Income Taxes There are certain transactions and computations for which the ultimate tax determination may be different from the initial estimate. The Group and the Company recognise tax liabilities based on its understanding of the prevailing tax laws and estimates of whether such taxes will be due in the ordinary course of business. Where the fnal outcome of these matters is different from the amounts that were initially recognised, such difference will impact the income tax and deferred tax provisions in the year in which such determination is made. (ii) Depreciation of Property, Plant and Equipment The estimates for the residual values, useful lives and related depreciation charges for the property, plant and equipment are based on commercial and production factors which could change signifcantly as a result of technical innovations and competitors actions in response to the market conditions. The Group and the Company anticipate that the residual values of its property, plant and equipment will be insignifcant. As a result, residual values are not being taken into consideration for the computation of the depreciable amount. Changes in the expected level of usage and technological development could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised. (iii) Impairment of Non-fnancial Assets When the recoverable amount of an asset is determined based on the estimated value in use of the cash-generating unit to which the asset is allocated, the management is required to make an estimate of the expected future cash fows from the cash-generating unit and also to apply a suitable discount rate in order to determine the present value of those cash fows. (iv) Allowance for Inventories Reviews are made periodically by management on damaged, obsolete and slow moving inventories. These reviews require judgement and estimates. Possible changes in these estimates could result in revisions to the valuation of inventories. (v) Fair Value Estimates for Certain Financial Assets and Liabilities The Group and the Company carry certain fnancial assets and liabilities at fair value, which requires use of accounting estimates and judgement. While signifcant components of fair value measurement were determined using verifable objective evidence, the amount of changes in fair value would differ if the Group and the Company use different valuation methodologies. Any changes in fair value of these assets and liabilities would affect proft and/or equity. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 39 1. Basis of preparation (continued) (d) Critical accounting estimates and judgements (continued) (vi) Impairment of Trade and Non-trade Receivables An impairment loss is recognised when there is an objective evidence that a fnancial asset is impaired. Management specifcally reviews its trade and non-trade receivables and analyses its historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in the customer payment terms when making a judgment to evaluate the adequacy of the impairment losses. Where there is objective evidence of impairment, the amount and timing of future cash fows are estimated based on historical loss experience for assets with similar credit risk characteristics. If the expectation is different from the estimation, such difference will impact the carrying value of receivables. (vii) Deferred Tax Assets and Liabilities Deferred tax implications arising from the changes in corporate income tax rates are measured with reference to the estimated realisation and settlement of temporary differences in the future periods in which the tax rates are expected to apply, based on the tax rates enacted or substantively enacted at the reporting date. While managements estimates on the realisation and settlement of temporary differences are based on the available information at the reporting date, changes in business strategy, future operating performance and other factors could potentially impact on the actual timing and amount of temporary differences realised and settled. Any difference between the actual amount and the estimated amount would be recognised in the proft or loss in the period in which actual realisation and settlement occurs. (viii) Construction Contracts The Group recognises contract revenue and contract costs as revenue and expenses respectively in the statement of comprehensive income by using the stage of completion method. The stage of completion is determined by reference to the proportion of contract cost incurred for work performed to date to the estimated total contract costs. Signifcant judgement is required in determining the stage of completion, the extent of the contract cost incurred, the estimated total contract revenue and costs, as well as the recoverability of the construction contracts. In making the judgement, the Group evaluates based on past experience and by relying on the work of specialists. (ix) Impairment of Available-for-sale Financial Assets The Group reviews its available-for-sale fnancial assets at the end of each reporting period to assess whether there is an indication that an asset may be impaired. The Group also records impairment loss on available-for-sale equity investments when there has been a signifcant or prolonged decline in the fair value below their cost. The determination of what is signifcant or prolonged requires judgement. In making this judgement, the Group evaluates, among other factors, historical share price movements and the duration and extent to which the fair value of an investment is less than its cost. (x) Classifcation between Investment Properties and Owner Occupied Properties The Group determines whether a property qualifes as an investment property, and has developed criteria in making that judgement. Investment property is a property held to earn rentals or for capital appreciation or both. Therefore, the Group considers whether a property generates cash fows largely independent of the other assets held by the Group. Some properties comprise a portion that is held to earn rentals or for capital appreciation and another portion that is held for use in the production or supply of goods or services or for administrative purposes. If these portions could be sold separately (or leased out separately under a fnance lease), the Group accounts for the portions separately. If the portions could not be sold separately, the property is an investment property only if an insignifcant portion is held for use in the production or supply of goods or services or for administrative purposes. Judgement is made on an individual property basis to determine whether ancillary services are so signifcant that a property does not qualify as investment property. Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 40 1. Basis of preparation (continued) (d) Critical accounting estimates and judgements (continued) (xi) Revaluation of Properties Certain properties of the Group are reported at valuation which is based on valuations performed by independent professional valuers. The independent professional valuers have exercised judgement in determining discount rates, estimates of future cash fows, capitalisation rate, terminal year value, market freehold rental and other factors used in the valuation process. Also, judgement has been applied in estimating prices for less readily observable external parameters. Other factors such as model assumptions, market dislocations and unexpected correlations can also materially affect these estimates and the resulting valuation estimates. (xii) Impairment of Goodwill Goodwill is tested for impairment annually and at other times when such indicators exist. Goodwill acquired in a business combination is allocated to cash-generating units, or groups of cash-generating units, that is expected to beneft from the synergies of the combination. (xiii) Carrying Value of Investment in Subsidiaries Investments in subsidiaries are reviewed for impairment annually in accordance with its accounting policy as disclosed in Note 2(g)(ii) to the fnancial statements, or whenever events or changes in circumstances indicate that the carrying values may not be recoverable.
Signifcant judgement is required in the estimation of the present value of future cash fows generated by the subsidiaries, which involves uncertainties and are signifcantly affected by assumptions and judgements made regarding estimates of future cash fows and discount rates. Changes in assumptions could signifcantly affect the carrying value of investments in subsidiaries. (xiv) Property Development The Group recognises property development revenue and costs in the statements of comprehensive income by using the stage of completion method. The stage of completion is determined by reference to the proportion of contract cost incurred for work performed to date to the estimated total property development costs. Signifcant judgement is required in determining the stage of completion, the extent of the property development cost 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. Detailed property development costs are disclosed in Note 18 to the fnancial statements. 2. Summary of signifcant accounting policies (a) Basis of consolidation (i) Subsidiaries Subsidiaries are entities, including structured entities, controlled by the Company. The fnancial statements of subsidiaries are included in the consolidated fnancial statements from the date that control commences until the date that control ceases. The Group adopted FRS 10, Consolidated Financial Statements in the current fnancial year. This resulted in changes to the following policies: (i) Control exists when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has ability to affect those returns through its power over the entity. In the previous fnancial years, control exists when the Group has the ability to exercise its power to govern the fnancial and operating policies of an entity so as to obtain benefts from its activities. Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 41 2. Summary of signifcant accounting policies (continued) (a) Basis of consolidation (continued) (i) Subsidiaries (continued) (ii) Potential voting rights are considered when assessing control only when such rights are substantive. In the previous fnancial years, potential voting rights are considered when assessing control when such rights are presently exercisable. (iii) The Group considers it has de facto power over an investee when, despite not having the majority voting rights, it has the current ability to direct the activities of the investee that signifcantly affect the investees return. In the previous fnancial years, the Group did not consider de facto power in its assessment of control. The adoption of FRS 10 has no signifcant impact to the fnancial statements of the Group. Business combinations are accounted for using the acquisition method on the acquisition date. The consideration transferred includes the fair value of assets transferred, equity interest issued by the Group and liabilities assumed. Identifable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interests proportionate share of the recognised amounts of the acquirees identifable net assets. Acquisition-related costs are recognised in the proft or loss as incurred. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifable net assets acquired is recognised as goodwill. If the total of consideration transferred, non-controlling interest recognised and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in proft or loss. (ii) Accounting for business combinations The consolidated fnancial statements comprise the fnancial statements of the Company and its subsidiaries as at the reporting date. A subsidiary is consolidated from the date of acquisition, being the date on which the Group obtains control, and continues to be consolidated until the date that such control ceases. The fnancial statements of the subsidiaries used in the preparation of the consolidated fnancial statements are prepared for the same reporting date as the Company. Consistent accounting policies are applied to like transactions and events in similar circumstances. Acquisitions of subsidiaries are accounted for by applying the acquisition method. Acquisitions on or after 1 January 2011 For acquisitions on or after 1 January 2011, the Group measures 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 identifable assets acquired and liabilities assumed. When excess is negative, a bargain purchase gain is recognised immediately in proft or loss. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in proft or loss. Cost related to the acquisition, 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. Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 42 2. Summary of signifcant accounting policies (continued) (a) Basis of consolidation (continued) (ii) Accounting for business combinations (continued) Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classifed as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in proft or loss. When share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquirees employees (acquirees awards) and relate to past services, then all or a portion of the amount of the acquirers replacement awards is included in measuring the consideration transferred in the business combination. This determination is based on the market-based value of the replacement awards compared with the market-based value of the acquirees awards and the extent to which the replacement awards relate to past and / or future service. Any excess of the cost of business combination over the Groups share in the net fair value of the acquired subsidiarys identifable assets, liabilities and contingent liabilities is recorded as goodwill on the statement of fnancial position. Any excess of the Groups share in the net fair value of the acquired subsidiarys identifable assets, liabilities and contingent liabilities over the cost of business combination is recognised as income in proft or loss on the date of acquisition. Acquisitions between 1 January 2006 to 1 January 2011 When the Group acquires a business, embedded derivatives separated from the host contract by the acquiree are reassessed on acquisition unless the business combination results in a change in the terms of the contract that signifcantly modifes the cash fows that would otherwise be required under the contract. (iii) 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 fnancial 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 proft or loss and other comprehensive income as an allocation of the proft and loss and the other comprehensive income for the year between non-controlling interests and the 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 caused the non-controlling interests to have a defcit balance. (iv) Transactions with Non-controlling interests Transactions with Non-controlling interests are accounted for using the entity concept method, whereby, transactions with non-controlling interests are accounted for as transactions with owners. On acquisition of non-controlling interest, the difference between the consideration and the Groups share of the net assets acquired is recognised directly in equity. Gain or loss on disposal to non-controlling interests is recognised directly in equity. (v) Loss of control Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the subsidiary, any non- controlling interests and the other components of equity related to the subsidiary. Any surplus or defcit arising on the loss of control is recognised in the proft or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as equity accounted investee or as an available-for-sale fnancial asset depending on the level of infuence retained. Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 43 2. Summary of signifcant accounting policies (continued) (a) Basis of consolidation (continued) (vi) 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 fnancial statements. Unrealised gains arising from transactions with equity accounted associates are eliminated against the investment to the extent of the Groups interest in the associates and jointly controlled entities. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. (vii) Associate An associate is an entity, not being a subsidiary or a joint venture, in which the Group has signifcant infuence. An associate is equity accounted for from the date the Group obtains signifcant infuence until the date the group ceases to have signifcant infuence over the associate. The groups investments in associates are accounted for using the equity method. Under the equity method, the investment in associates are measured in the statement of fnancial position at cost plus post acquisition changes in the Groups share of net assets of the associates. Goodwill relating to associates is included in the carrying amount of the investments. Any excess of the groups share of the net fair value of the associates identifable assets, liabilities and contingent liabilities over the cost of the investments is excluded from the carrying amount of the investments and is instead included as income in the determination of the Groups share of the associates proft or loss for the period in which the investment is acquired. When the Groups share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. After application of the equity method, the group determines whether it is necessary to recognise an additional impairment loss on the Group investment in its associates. The Group determines at each reporting date whether there is any objective evidence that the investment in the associates is impaired. If this is the case, the group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount in proft or loss. The fnancial statements of the associates are prepared as of the same reporting date as the company. Where necessary, adjustments are made to bring the accounting policies in line with those of the group. In the Companys separate fnancial statements, investment in associates are stated at cost less impairment losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in proft or loss. (b) Revenue Revenue represents the proportion of the total contract value attributable to the percentage of contract work performed and gross invoiced values of sale of goods and services rendered, less discounts. Revenue is measured at the fair value of the consideration received or receivables. Revenue is reduced for estimated customer returns, rebates and other similar allowances. (i) Sales of goods Revenue from the sale of goods is recognised when all the following conditions have been satisfed: the Group has transferred to the buyer the signifcant risks and rewards of ownership of the goods; the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 44 2. Summary of signifcant accounting policies (continued) (b) Revenue (continued)
(i) Sales of goods (continued) the amount of revenue can be measured reliably; it is probable that the economic benefts associated with the transaction will fow to the Group; and the costs incurred or to be incurred in respect of the transaction can be measured reliably. (ii) Income from property development projects and construction contracts Income relating to property development projects is accounted for based on the percentage of completion method on development units that have been sold. The percentage of completion is determined based on cost incurred for work performed to date over the total estimated cost of the property development project. Sale of developed properties is recognised upon signing of the individual sale and purchase agreements. Income relating to construction contracts is recognised when the outcome of a construction contract can be estimated reliably, by reference to the stage of completion of the contract activity. (iii) Rental income Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term. (iv) Dividend and interest income Dividend income is recognised when the shareholders right to receive payment is established. Interest income is recognised on a time proportion basis that takes into account the principal outstanding and the effective rate over the period to maturity, when it is determined that such income will accrue to the Group. (v) Other income Other income is recognised on an accrual basis. (c) Employee benefts expenses (i) Short-term employee benefts Wages, salaries, paid annual leave, bonuses and social security contributions are recognised as expenses in the fnancial year in which the associated services are rendered by employees of the Group and the Company. Short- term accumulating compensated absences such as paid annual leave are recognised when services are rendered by the employees that increase their entitlement to future compensated absences, and short-term non-accumulating compensated absences such as sick leave are recognised when the absences occur. (ii) Defned contribution plans The Group and the Companys contribution to defned contribution plans are charged to the proft or loss in the period to which they relate. Once the contribution have been paid, the Group and the Company have no further liability in respect of the defned contribution plans. (d) Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sales. All other borrowing costs are recognised in proft or loss in the period in which they are incurred. Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 45 2. Summary of signifcant accounting policies (continued) (e) Tax expense (i) Current tax Current tax is the amount of income taxes payable or recoverable in respect of the taxable proft or tax loss for a period. Current tax liability or assets for the current and prior periods shall be measured at the amount expected to be paid to, or recovered from, the tax authorities, using the tax rates (and tax laws) that have been enacted or substantially enacted at the end of the reporting period. Current taxes are recognised in proft or loss except to the extent that the tax relates to items recognised outside proft or loss, either in other comprehensive income or directly in equity. (ii) Deferred tax Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the fnancial statements. Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from goodwill or excess of the acquirers interest in the net fair value of the acquirees identifable assets, liabilities and contingent liabilities over the business combination costs or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting proft nor taxable proft. Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profts will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on the tax rates that have been enacted or substantively enacted at the end of the reporting period. Deferred tax shall be recognised outside proft or loss if the tax relates to items that are recognised, in the same or different period, outside proft or loss. Deferred tax items are recognised in correlation to the underlying transactions either in other comprehensive income or directly in equity and deferred tax arising from a business combination is included in the resulting goodwill or excess of the acquirers interest in the net fair value of the acquirees identifable assets, liabilities and contingent liabilities over the business combination cost. (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 by 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 to the estimated total contract costs. Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that are likely to be recoverable. Contract costs are recognised as expense 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. Contract revenue comprises the initial amount of revenue agreed in the contract and variations in contract works to the extent that it is probable that they will result in revenue and they are capable of being reliably measured. When the total of costs incurred on construction contracts plus recognised profts (less recognised losses) exceeds progress billings, the balance is classifed as amount due from customers on contracts. When progress billings exceed costs incurred plus, recognised profts (less recognised losses), the balance is classifed as amount due to customers on contracts. Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 46 2. Summary of signifcant accounting policies (continued) (g) Impairment (i) Impairment of fnancial assets The Group and the Company assess at the end of each reporting period whether there is any objective evidence that a fnancial asset or group of fnancial assets measured at amortised cost is impaired. If any such evidence exists, the Group and the Company measure its impairment loss as the difference between the assets carrying amount and the present value of estimated future cash fows discounted at the fnancial assets original effective interest rate. Objective evidence of impairment for a portfolio of receivables could include the Groups and the Companys past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period and observable changes in national or local economic conditions that correlate with default on receivables. The carrying amount of the fnancial asset is reduced by the impairment loss directly for all fnancial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an impairment account. When a trade receivable becomes uncollectible, it is written off against the impairment account. If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of such reversal is recognised in proft or loss. (ii) Impairment of non-fnancial assets The Group and the Company assess at the end of each reporting period whether there is an indication that an asset may be impaired. If any such indication exists, the Group and the Company shall estimate the recoverable amount of the asset. An assets recoverable amount is the higher of an assets fair value less costs to sell and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifable cash fows (cash-generating units (CGU)). In assessing value in use, the estimated future cash fows expected to be generated by the asset are discounted to their present value using a pre-tax discount rate that refects current market assessments of the time value of money and the risks specifc to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount. Impairment losses recognised in respect of a CGU or groups of CGUs are allocated frst to reduce the carrying amount of any goodwill allocated to those units or groups of units and then, to reduce the carrying amount of the other assets in the unit or groups of units on a pro-rata basis.
Impairment losses are recognised in proft or loss except for assets that are previously revalued where the revaluation was taken to other comprehensive income. In this case the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation. An assessment is made at the end of each reporting period as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. A previously recognised impairment loss for an asset other than goodwill is reversed only if there has been a change in the estimates used to determine the assets recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset shall be increased to its recoverable amount. The increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. A reversal of an impairment loss for an asset other than goodwill shall be recognised immediately in proft or loss, unless the asset is carried at revalued amount. Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 47 2. Summary of signifcant accounting policies (continued) (h) Property, plant and equipment All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plant and equipment is recognised as an asset if, and only if, it is probable that future economic benefts associated with the item will fow to the Group and the Company and the cost of the item can be measured reliably. Subsequent to the initial recognition, property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. When signifcant parts of property, plant and equipment are required to be replaced in intervals, the Group and the Company recognises such parts as individual assets with specifc useful lives and depreciation, respectively. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the property, plant and equipment as a replacement if the recognition criteria are satisfed. All other repair and maintenance costs are recognised in proft or loss as incurred. Freehold land has an undetermined useful life and therefore not depreciated. Depreciation of the property, plant and equipment is provided for on a straight-line basis over the estimated useful lives of the assets, at the following annual rates: Buildings 2% Leasehold improvement 33.33% Plant, machinery and equipment 10% - 20% Offce equipment, furniture and fttings 10% Motor vehicles, tractors, road rollers and pavers 10% - 20% Electrical installation 10% Roadmarking equipment 10% The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying values may not be recoverable. The residual value, useful life and depreciation method are reviewed at each fnancial year end, and adjusted prospectively, if appropriate. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefts are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in the proft or loss in the year the asset is derecognised. (i) Investment properties Investment properties, which are properties held to earn rentals and/or for capital appreciation (including property under construction for such purposes), are measured initially at its cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and any accumulated impairment losses. Freehold land is not depreciated and buildings are depreciated on a straight-line basis to write down the cost of each building to their residual values over their estimated useful lives. The principal annual depreciation rates range from 1% to 2.2%. 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 beneft is expected from its disposal. Any gain or loss on the retirement or disposal of an investment property is recognised in proft or loss in the year of retirement or disposal. The estimated useful lives, residual values and depreciation method of investment properties are reviewed at each year end, with the effect of any changes in estimates accounted for prospectively. Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 48 2. Summary of signifcant accounting policies (continued) (j) Land held for property development Land held for future property development consists of land where 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 classifed within non- current assets and is stated at cost less impairment losses, if any. Land held for future property development will be reclassifed to property development project when signifcant development work has been undertaken and is expected to be completed within the normal operating cycle of two to three years. (k) Goodwill on consolidation Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less accumulated impairment losses. For the purpose of impairment testing, goodwill acquired is allocated, from the acquisition date, to each of the Groups cash- generating units or groups of cash-generating units that are expected to beneft from the synergies of the combination. The cash-generating unit to which goodwill has been allocated is tested for impairment annually and whenever there is an indication that the cash-generating unit may be impaired, by comparing the carrying amount of the cash-generating unit, including the allocated goodwill, with the recoverable amount of the cash-generating unit. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised in the proft or loss. Impairment losses recognised for goodwill are not reversed in subsequent periods. Where goodwill forms part of a cash-generating unit and part of the operation within that cash-generating unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative fair values of the operations disposed of and the portion of the cash-generating unit retained. Goodwill and fair value adjustments arising on the acquisition of foreign operation on or after 1 January 2006 are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated in accordance with the accounting policy set out in Note 2(a) to the fnancial statements. Goodwill and fair value adjustments which arose on acquisitions of foreign operation before 1 January 2006 are deemed to be assets and liabilities of the Group and of the Company and are recorded in RM at the rates prevailing at the date of acquisition. (l) Financial assets Financial assets are recognised in the statements of fnancial position when, and only when, the Group and the Company become a party to the contractual provisions of the fnancial instrument. When fnancial assets are recognised initially, they are measured at fair value, plus, in the case of fnancial assets not at fair value through proft or loss, directly attributable transaction costs. The Group and the Company determine the classifcation of their fnancial assets at initial recognition, and the categories include fnancial assets at fair value through proft or loss, loans and receivables, held-to-maturity investments and available- for-sale fnancial assets. (i) Financial assets at fair value through proft or loss Financial assets are classifed as fnancial assets at fair value through proft or loss if they are held for trading or are designated as such upon initial recognition. Subsequent to initial recognition, fnancial assets at fair value through proft or loss are measured at fair value, without any deduction for transaction costs it may incur on sale or other disposal. Changes in fair value are recognised in proft or loss. Financial assets at fair value through proft or loss could be presented as current or non-current. Financial assets that are held primarily for trading purposes are presented as current whereas fnancial assets that are not held primarily for trading purposes are presented as current or non-current based on the settlement date. Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 49 2. Summary of signifcant accounting policies (continued) (l) Financial assets (continued) (ii) Loans and receivables Financial assets that are non-derivative with fxed or determinable payments that are not quoted in an active market are classifed as loans and receivables. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method. Gains and losses are recognised in proft or loss when the loans and receivables are derecognised or impaired, and through the amortisation process. Loans and receivables are classifed as current assets, except for those having maturity dates later than 12 months after the reporting date which are classifed as non-current. (iii) Held-to-maturity investments Financial assets with fxed or determinable payments and fxed maturity are classifed as held-to-maturity when the Group and the Company have the positive intention and ability to hold the investment to maturity. Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost using the effective interest method. Gains and losses are recognised in proft or loss when the held-to-maturity investments are derecognised or impaired, and through the amortisation process. Held-to-maturity investments are classifed as non-current assets, except for those having maturity within 12 months after the reporting date which are classifed as current. (iv) Available-for-sale fnancial assets Available-for-sale fnancial assets are fnancial assets that are designated as available for sale or are not classifed in any of the three preceding categories. After initial recognition, available-for-sale fnancial assets are measured at fair value. Any gains or losses from changes in fair value of the fnancial assets are recognised in other comprehensive income, except that impairment losses, foreign exchange gains and losses on monetary instruments and interest calculated using the effective interest method are recognised in proft or loss. The cumulative gain or loss previously recognised in other comprehensive income is reclassifed from equity to proft or loss as a reclassifcation adjustment when the fnancial asset is derecognised. Interest income calculated using the effective interest method is recognised in proft or loss. Dividends on an available- for-sale equity instrument are recognised in proft or loss when the Group and the Companys right to receive payment is established. Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less impairment loss. Available-for-sale fnancial assets are classifed as non-current assets unless they are expected to be realised within 12 months after the reporting date.
A fnancial asset is derecognised when the contractual right to receive cash fows from the asset has expired. On derecognition of a fnancial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in proft or loss. Regular way purchases or sales are purchases or sales of fnancial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace concerned. All regular way purchases and sales of fnancial assets are recognised or derecognised on the trade date i.e., the date that the Group and the Company commit to purchase or sell the asset. Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 50 2. Summary of signifcant accounting policies (continued) (m) Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined on the frst-in, frst-out and weighted average methods. Cost of developed properties comprises costs of land, related development and construction expenditure. Cost of raw materials, spare parts and roadmarking supplies consists of the original purchase price plus incidental cost of bringing the inventories to their present location and condition. Cost of fnished goods consists of cost of raw materials, direct labour and an appropriate proportion of factory overheads. Net realisable value represents the estimated selling price in the ordinary course of business less selling and distribution costs and all other estimated costs to completion. (n) Property development activities Property development revenue and property development costs are recognised for all units sold using the percentage of completion method, by reference to the stage of completion of the property development projects at the end of the reporting period as measured by the proportion that development costs incurred for work performed to-date bear to the estimated total property development costs on completion. When the outcome of a property development activity cannot be estimated reliably, property development revenue is recognised to the extent of property development costs incurred that is probable of recovery. Any anticipated loss on a property development project (including costs to be incurred over the defects liability period), is recognised as an expense immediately. Property development costs are classifed as non-current asset where no development activities have been carried out or where development activities are not expected to be completed within the normal operating cycle. Accrued billings represent the excess of property development revenue recognised in the proft or loss over the billings to purchasers while, progress billings represent the excess of billings to purchasers over property development revenue recognised in the proft or loss. (o) Cash and cash equivalents Cash and cash equivalents comprise cash at bank and on hand, bank overdraft, demand deposits, deposits pledged and short term, highly liquid investments that are readily convertible to known amount of cash and which are subject to an insignifcant risk of changes in value. (p) Assets and liabilities held for sale Assets and liabilities are classifed as held for sale if it is highly probably that they will be recovered primarily through sale or distribution rather than through continuing use. Immediately before classifcation as held for sale, the assets are measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is frst allocated to goodwill, and then to remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, fnancial assets, deferred tax assets, employee beneft assets, investment property and biological assets, which continue to be measured in accordance with the Groups other accounting policies. Impairment losses on initial classifcation as held for sale and subsequent gains or losses on re- measurement are recognised in proft or loss. Gains are not recognised in excess of any cumulative impairment loss. Once classifed as held for sale, intangible assets and property, plant and equipment are no longer amortised or depreciated, and any equity accounted investee is no longer equity accounted. Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 51 2. Summary of signifcant accounting policies (continued) (q) Financial liabilities Financial liabilities are classifed according to the substance of the contractual arrangements entered into and the defnitions of a fnancial liability. Financial liabilities are recognised in the statements of fnancial position when, and only when, the Group and the Company become a party to the contractual provisions of the fnancial instrument. Financial liabilities are classifed as either fnancial liabilities at fair value through proft or loss or other fnancial liabilities measured at amortised cost. (i) Financial liabilities at fair value through proft or loss Financial liabilities at fair value through proft or loss include fnancial liabilities held for trading and fnancial liabilities designated upon initial recognition as at fair value through proft or loss. Financial liabilities held for trading include derivatives entered into by the Group and the Company that do not meet the hedge accounting criteria. Derivative liabilities are initially measured at fair value and subsequently stated at fair value, with any resultant gains or losses recognised in proft or loss. Net gains or losses on derivatives include exchange differences. The Group and the Company have not designated any fnancial liabilities as at fair value through proft or loss. (ii) Other fnancial liabilities measured at amortised cost The Groups and the Companys other fnancial liabilities include trade and non-trade payables. Trade and non-trade payables are recognised initially at fair value plus directly attributable transaction costs and are subsequently measured at amortised cost using the effective interest method. A fnancial liability is derecognised when the obligation under the liability is extinguished. When an existing fnancial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modifed, such an exchange or modifcation is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in proft or loss. (r) Hire purchase arrangements Property, plant and equipment acquired under hire purchase arrangements are capitalised in the fnancial statements and the corresponding obligations are taken up as hire purchase payables. The interest element is charged to the proft or loss over the year of respective hire purchase arrangements. (s) Leases (i) Classifcation A lease is recognised as a fnance lease if it transfers substantially to the Group all the risks and rewards incidental to ownership. Leases of land and buildings are classifed as operating or fnance leases in the same way as leases of other assets and the land and buildings elements of a lease of land and buildings are considered separately for the purpose of lease classifcation. All leases that do not transfer substantially all the risks and rewards are classifed as operating leases, with the following exceptions: - Property held under operating leases that would otherwise meet the defnition of an investment property is classifed as an investment property, is accounted for as if held under a fnance lease Note 2(i) to the fnancial statements; and - Land held for own use under an operating lease, the fair value of which cannot be measured separately from the fair value of a building situated thereon at the inception of the lease, is accounted for as being held under a fnance lease, unless the building is also clearly held under an operating lease. Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 52 2. Summary of signifcant accounting policies (continued) (s) Leases (continued) (ii) Finance Leases - the Group as Lessee Assets acquired by way of hire purchase or fnance leases are stated at an amount equal to the lower of their fair values and the present value of the minimum lease payments at the inception of the leases, less accumulated depreciation and impairment losses. The corresponding liability is in the statements of fnancial position as borrowings. In calculating the present value of the minimum lease payments, the discount factor used is the interest rate implicit in the lease, when it is practicable to determine; otherwise, the Groups incremental borrowing rate is used. Any initial direct costs are also added to the carrying amounts of such assets. Lease payments are apportioned between the fnance costs and the reduction of the outstanding liability. Finance costs, which represent the difference between the total leasing commitments and the fair value of the assets acquired, are recognised as an expense in the proft or loss over the term of the relevant lease so as to produce a constant periodic rate of charge on the remaining balance of the obligations for each accounting period. The depreciation policy for leased assets is in accordance with that for the depreciable property, plant and equipment as described in Note 2(h) to the fnancial statements. (iii) Operating Leases - the Group as Lessee Operating lease payments are recognised as an expense on a straight-line basis over the term of the relevant lease. The aggregate beneft of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on a straight-line basis. In the case of a lease of land and buildings, the minimum lease payments or the up-front payments made are allocated, whenever necessary, between the land and the buildings element in proportion to the relative fair values for leasehold interests in the land element and buildings element of the lease at the inception of the lease. The up-front payment represents prepaid lease payments and are amortised on a straight-line basis over the lease term. (iv) Operating Leases - the Group as Lessor Assets leased out under operating leases are presented in the statements of fnancial position according to the nature of the assets. Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term. (t) Provisions Provisions are recognised when the Group and the Company have a present obligation (legal or constructive) as a result of a past event, it is probable that an outfow of economic resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at the end of each reporting period and adjusted to refect the current best estimate. If it is no longer probable that an outfow of resources embodying economic benefts will be required to settle the obligation, the provision shall be reversed. Where the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that refects, where appropriate, the risk specifc to the liability and the present value of the expenditure expected to be required to settle the obligation. (u) Contingencies A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will be confrmed only by the occurrence or non-occurrence of uncertain future event(s) not wholly within the control of the Group and of the Company. Contingent liabilities and assets are not recognised in the statements of fnancial position of the Group and of the Company.
Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 53 2. Summary of signifcant accounting policies (continued) (v) Operating segment For management purposes, the Group and the Company are organised into operating segments based on types of services. The management of the Group and of the Company regularly reviews the segment results in order to allocate resources to the segments and to assess the segment performance. Additional disclosures on each of these segments are shown in Note 32 to the fnancial statements, including the factors used to identify the reportable segments and the measurement basis of segment information. (w) Equity instrument An equity instrument is any contract that evidences a residual interest in the assets of the Group and of the Company after deducting all of its liabilities. Ordinary shares are equity instruments. Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction costs. Dividends on ordinary shares are recognised in equity in the period in which they are declared. 3. Revenue Group Company 2014 2013 2014 2013 RM RM RM RM Sale of bituminous premix and quarry stone 37,769,670 29,254,386 - - Sale of developed properties 31,584,976 13,237,935 - - Paving and roadmarking services 1,665,876 1,018,323 - - Sale of tarmac and emulsion 210,930 380,075 - - Rental income 388,620 385,560 - - Gross dividend income from investments in subsidiaries - - 6,374,080 300,000 Gain on disposal of investment in subsidiaries - - - 100,000 71,620,072 44,276,279 6,374,080 400,000 4. Cost of sales Group 2014 2013 RM RM Cost of - materials sold 28,506,237 21,522,940 - developed properties sold 25,702,029 11,319,814 - paving and roadmarking services rendered 1,087,894 781,744 Contract cost recognised 19,246 509,000 55,315,406 34,133,498 Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 54 5. Employee benefts expense Group Company 2014 2013 2014 2013 RM RM RM RM (i) Staff costs - Salaries 1,970,049 2,001,430 - - - Contribution to defned contribution plan 246,554 249,642 - - - Social security contributions 22,715 23,110 - - - Other employee beneft expenses 74,086 75,593 - - 2,313,404 2,349,775 - - (ii) Directors remuneration - Fees 73,000 73,000 73,000 73,000 - Salaries and other emoluments 572,000 613,000 13,000 11,000 - Contribution to defned contribution plan 49,140 52,920 - - - Social security contributions 443 443 - - - Estimated cash value of benefts-in-kind provided to a director - - 500 - 694,583 739,363 86,500 84,000 3,007,987 3,089,138 86,500 84,000 Executive directors: - Fees 18,000 18,000 18,000 18,000 - Salaries and other emoluments 562,500 606,000 3,500 4,000 - Contribution to defned contribution plan 49,140 52,920 - - - Social security contributions 443 443 - - - Estimated cash value of benefts-in-kind provided to a director - - 500 - 630,083 677,363 22,000 22,000 Non-executive directors: - Fees 55,000 55,000 55,000 55,000 - Other emoluments 9,500 7,000 9,500 7,000 64,500 62,000 64,500 62,000 694,583 739,363 86,500 84,000 Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 55 6. Proft from operations Proft from operations is arrived at: Group Company 2014 2013 2014 2013 RM RM RM RM After charging: Amortisation of prepaid lease payments on leasehold land 45,492 43,270 - - Auditors remuneration: - current year 68,500 62,100 20,000 20,000 - under provision in prior years 1,500 - - - Depreciation of property,plant and equipment 435,229 469,135 - - Depreciation of investment properties 127,505 134,623 - - Hire of machinery and motor vehicles 212,402 153,061 - - Impairment loss on trade receivables 99,120 - - - Property, plant and equipment written off 217 123,021 - - Rental of access road 68,850 65,100 - - Rental of offce and premises 173,200 136,600 - - And crediting: Gain on disposal of: - investment in subsidiaries - 2,037,665 - 100,000 - investment properties 468,773 1,082,115 - - - property, plant and equipment 50,300 31,500 - - - quoted investments - 1,500 - - Reversal of impairment loss on trade and non-trade receivables - 670,000 - - Rental income 836,913 546,402 - - Interest income on: - non-trade receivables carried at amortised cost - 20,671 - - - late payment interests 41,354 - - - - other 13 - - - - short term deposits 45,634 115,073 - 725 Bad debts recovered - 4,266 - - Gross dividend income from: - quoted investments - 525 - - - investments in subsidiaries - - 6,374,080 300,000 Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 56 7. Finance costs Group 2014 2013 RM RM Interest expense on: - banker acceptances 21,713 - - short term borrowings 59,610 85,080 - hire-purchase interest 6,931 11,427 - bank overdraft interest 179,996 588 268,250 97,095 8. Tax expense Group Company 2014 2013 2014 2013 RM RM RM RM Current tax expense - current 3,160,665 2,163,400 1,552,125 61,000 - (over)/under provision in prior year (16,872) (483,096) (26,961) 26 3,143,793 1,680,304 1,525,164 61,026 Deferred tax (Note 25) - current (89,239) (14,579) - - - under provision in prior year 21,897 12,700 - - (67,342) (1,879) - - 3,076,451 1,678,425 1,525,164 61,026 Reconciliation of effective tax expense: Proft before tax 11,027,367 7,093,351 6,080,763 34,417 Tax effect of: Effective tax rate of 25% 2,801,842 1,773,338 1,520,191 8,604 Non-deductible expenses 391,699 461,275 31,934 52,396 Non-taxable income (118,916) (38,427) - - Net deferred tax assets not recognised - 80,429 - - Relating to the origination and reversal of temporary differences (3,199) - - - Utilisation of unabsorbed tax loss and capital allowances - (127,794) - - 3,071,426 2,148,821 1,552,125 61,000 (Over)/Under provision in prior years: - current (16,872) (483,096) (26,961) 26 - deferred tax 21,897 12,700 - - 3,076,451 1,678,425 1,525,164 61,026 The Group has unutilised tax losses of approximately RM78,000 (2013: RM78,000) which are available for set off against future taxable income. Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 57 9. Earnings per share Basic earnings per share is calculated by dividing proft for the year attributable to equity owners of the Company by the weighted average number of ordinary shares in issue during the fnancial year. Group 2014 2013 Proft for the fnancial year attributable to equity holders of the Company (RM) 8,131,018 5,415,012 Weighted average number of ordinary shares in issue (units) 126,784,397 126,784,397 Basic earnings per share (sen) 6.41 4.27 There are no diluted earnings per share disclosed as there were no dilutive potential ordinary shares. Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 58 1 0 .
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Investment properties Group Company 2014 2013 2014 2013 RM RM RM RM At cost: At 1 April 17,144,160 18,088,657 3,676,000 3,676,000 Disposal during the year (452,611) (944,497) - - Transfer to land held for property development (Note 13) (2,027,000) - - - At 31 March 14,664,549 17,144,160 3,676,000 3,676,000 Accumulated depreciation: At 1 April 825,132 772,121 - - Charge for the year 127,505 134,623 - - Disposals during the year (43,286) (81,612) - - At 31 March 909,351 825,132 - - Carrying amount 13,755,198 16,319,028 3,676,000 3,676,000 Fair value 18,749,000 25,314,000 3,700,000 3,700,000 The investment properties are as follows: Group Company 2014 2013 2014 2013 RM RM RM RM Freehold land 8,760,349 10,999,351 3,676,000 3,676,000 Freehold land and buildings 4,994,849 5,087,919 - - Long leasehold buildings - 231,758 - - 13,755,198 16,319,028 3,676,000 3,676,000 The following are recognised in proft or loss in respect of investment properties: Group Company 2014 2013 2014 2013 RM RM RM RM Rental income 836,913 546,402 - - Direct operating expenses: (202,441) (118,985) (16,810) (16,810) As of 31 March 2014, certain investment properties of the Group and of the Company with total carrying values of RM8,760,349 (2013: RM3,676,000) and RM3,676,000 (2013: RM3,676,000) respectively are charged to local banks as security for banking facilities granted to the Group as mentioned in Note 24 to the fnancial statements. As of 31 March 2014, the title deeds of certain investment properties of the Group with a total carrying value of RM2,403,182 (2013: RM2,403,182) are in the process of being transferred to the names of the subsidiaries. Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 60 12. Prepaid lease payments on leasehold land Group 2014 2013 RM RM Cost At 1 April 1,878,729 1,878,729 Reclassifcation from non-trade receivables (Note 19) 123,000 - At 31 March 2,001,729 1,878,729 Accumulated amortisation At 1 April 124,009 80,739 Amortisation during the year 45,492 43,270 At 31 March 169,501 124,009 Carrying Amount At 31 March 1,832,228 1,754,720 As of 31 March 2014, the unexpired lease period of the short leasehold lands are 35, 42 and 77 years. As of 31 March 2014, short leasehold land with a carrying value of RM535,852 (2013: RM551,020) is charged to a local bank as security for banking facilities granted to a subsidiary as mentioned in Note 24 to the fnancial statements. 13. Land held for property development Group 2014 2013 RM RM At 1 April 26,015,125 28,068,404 Additions during the year 4,055,843 262,721 Transferred from investment properties (Note 11) 2,027,000 - Transfer to property development costs - (2,316,000) At 31 March 32,097,968 26,015,125 Represented by: Freehold land 30,814,463 24,841,783 Development cost 1,283,505 1,173,342 32,097,968 26,015,125 The freehold land amounting to RM3,937,326 (2013: RM Nil) is pledged to a licensed bank for banking facility granted to the Group. 14. Goodwill Group 2014 2013 RM RM At 1 April 592,354 3,715,614 Disposal of subsidiary - (3,123,260) At 31 March 592,354 592,354 Goodwill acquired in a business combination is allocated, at acquisition, to the cash-generating unit (CGU) that is expected to beneft from that business combination. The carrying amount of goodwill had been allocated to the following business segments as independent CGUs: Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 61 14. Goodwill (continued) Group 2014 2013 RM RM Construction and manufacturing 147,540 147,540 Investment holding 415,164 415,164 Property development 29,650 29,650 592,354 592,354 Goodwill is assessed annually for impairment or more frequently if there are indications that goodwill might be impaired. 15. Investment in subsidiaries Company 2014 2013 RM RM Unquoted shares, at cost 29,994,422 29,444,422 Add: Amount owing by subsidiaries 61,445,398 60,739,008 91,439,820 90,183,430 The details of the subsidiaries, all of which are incorporated in Malaysia, are as follows: Effective Name of the Company equity interest Principal Activities 2014 2013 JMR Manufacturing Sdn. Bhd. 100% 100% Manufacturing of asphalt premix, roadmarking contractor and related road paving works JMR Quarry (Kedah) Sdn. Bhd. 100% 100% Dormant Lean Seng Chan (Quarry) Sdn. Bhd.* 100% 100% Operation of quarry Link Lex (M) Sdn. Bhd. 100% 100% Property development Rantronics Sdn. Bhd. 100% 100% Letting of properties Great Marvel Sdn. Bhd.* 100% 100% Property development JMR Resources Management Sdn. Bhd. 100% 100% Letting of properties and provision of management services Multilight Sdn. Bhd. 100% 100% Investment holding, sales and services of goods and construction works Sunnyside Landscape Sdn. Bhd. 100% 100% Investment holding Subsidiary of Link Lex (M) Sdn. Bhd. : - Fook Lye Enterprises (M) Sdn. Bhd. 98.50% 98.50% Investment holding * The fnancial statements of these subsidiaries were audited by auditors other than the auditors of the Company. Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 62 15. Investment in subsidiaries (continued) Upon adoption of FRS 139, amounts owing by subsidiaries which are equity instruments in substance were recognised in the statement of fnancial position as equity investment. Consequently, all amounts owing by subsidiaries have been accounted for as deemed capital contributions by debiting the amounts to the cost of investment in subsidiaries account on that date. The details of amounts owing by subsidiaries which are in substance net investment in the subsidiaries are as follows: Company 2014 2013 RM RM Great Marvel Sdn. Bhd. 49,321,582 49,321,582 Sunnyside Landscape Sdn. Bhd. 4,060,000 4,060,000 JMR Resources Management Sdn. Bhd. 1,735,399 1,735,399 Link Lex (M) Sdn. Bhd. 3,848,000 3,699,000 JMR Manufacturing Sdn. Bhd. 1,580,000 1,923,027 Multilight Sdn. Bhd. 900,417 - 61,445,398 60,739,008 16. Investment in associates Group Company 2014 2013 2014 2013 RM RM RM RM Unquoted shares, at cost 1,448,818 1,448,818 648,918 648,918 Share of post-acquisition results and reserves (597,988) (276,068) - - Less: Impairment loss - - (89,149) (89,149) 850,830 1,172,750 559,769 559,769 Group 2014 2013 RM RM (i) Net carrying amount represented by: Share of net assets 1,546,320 1,868,240 Goodwill on acquisition (695,490) (695,490) 850,830 1,172,750 Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 63 16. Investment in associates (continued) The details of the associates, all of which are incorporated in Malaysia, are as follows: Name of the Company Equity interest Principal Activities 2014 2013 Diligent Success Sdn. Bhd. 50% 50% Provision of marketing and consultancy services in relation to construction, engineering and related works JMR-Hosna Bina Sdn. Bhd. 50% 50% Contracting and subcontracting for road and engineering works Associate of Rantronics Sdn. Bhd.: Nanometric Electronics Sdn. Bhd. 50% 50% Manufacturing, assembling and installing of electronics, computer components and other related products The following table summarised the information of the Groups associates, adjusted for any differences in accounting policies and reconciles the information to the carrying amount of the Groups interest in the associate. 2014 Diligent Success Sdn. Bhd. JMR- Hosna Bina Sdn. Bhd. Nanometric Electronics Sdn. Bhd. Total RM RM RM RM Summarised fnancial information As at 31 March Current assets 1,875,792 250,272 702,380 2,828,444 Non-current assets - - 1,473,888 1,473,888 Current liabilities 1,127,289 1,000 81,405 1,209,694 Net assets 748,503 249,272 2,094,863 3,092,638 Year ended 31 March Loss from continuing operations - - (622,799) (622,799) Loss from discontinued operations (7,927) (13,113) - (21,040) Total comprehensive loss (7,927) (13,113) (622,799) (643,839) Included in the total comprehensive Income are: Revenue - - 1,838,753 1,838,753 Reconciliation of net assets to carrying amount As at 31 March Groups share of net assets 374,253 124,637 1,047,430 1,546,320 Goodwill - - (695,490) (695,490) Carrying amount 374,253 124,637 351,940 850,830 Groups share of results Loss from continuing operations - - (311,399) (311,399) Loss from discontinued operations (3,964) (6,557) - (10,521) Total comprehensive loss (3,964) (6,557) (311,399) (321,920) Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 64 16. Investment in associates (continued) 2013 Diligent Success Sdn. Bhd. JMR- Hosna Bina Sdn. Bhd. Nanometric Electronics Sdn. Bhd. Total RM RM RM RM Summarised fnancial information As at 31 March Current assets 1,534,336 265,986 1,565,409 3,365,731 Non-current assets - - 1,597,944 1,597,944 Current liabilities 777,905 3,600 452,692 1,234,197 Net assets 756,431 262,386 2,710,661 3,729,478 Year ended 31 March Loss from continuing operations - - (647,646) (647,646) Loss from discontinued operations (7,186) (33,622) - (40,808) Total comprehensive loss (7,186) (33,622) (647,646) (688,454) Included in the total comprehensive Income are: Revenue - - 2,494,010 2,494,010 Reconciliation of net assets to carrying amount As at 31 March Groups share of net assets 378,216 131,193 1,358,831 1,868,240 Goodwill - - (695,490) (695,490) Carrying amount 378,216 131,193 663,341 1,172,750 Groups share of results Loss from continuing operations - - (323,823) (323,823) Loss from discontinued operations (3,593) (16,811) - (20,404) Total comprehensive loss (3,593) (16,811) (323,823) (344,227) The fnancial year of two associates, Diligent Success Sdn. Bhd. and JMR-Hosna Bina Sdn. Bhd. ends on 31 August and is not coterminous with those of the Group. For the purpose of applying the equity method of accounting, the management accounts of the associates for the period/year ended 31 March 2014 have been used. 17. Inventories Group 2014 2013 RM RM At cost: Developed properties 249,535 990,529 Raw materials 950,710 729,855 Finished goods 61,849 90,086 Spare parts 78,255 69,252 1,340,349 1,879,722 Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 65 18. Property development costs Group 2014 2013 RM RM At 1 April 32,455,145 12,775,424 Additions during the year: - Freehold land (transfer from land held for property development) - 2,316,000 - Development costs incurred 39,108,863 17,363,721 71,564,008 32,455,145 Cost recognised in proft and loss: At 1 April (11,663,095) (343,281) Recognised during the year (28,838,466) (11,319,814) At 31 March (40,501,561) (11,663,095) At 31 March 31,062,447 20,792,050 Property development costs incurred during the year include the following charges: Group 2014 2013 RM RM Employee benefts expense 144,746 122,025 19. Trade and non-trade receivables Group Company 2014 2013 2014 2013 RM RM RM RM Trade: Trade receivables 21,380,476 7,690,492 - - Less: Impairment (99,120) - - - 21,281,356 7,690,492 - - Amount owing by contract customers - 1,382,382 - - 21,281,356 9,072,874 - - Non-trade: Non-trade receivables 1,665,048 1,423,703 - - Less: Reclassifcation to prepaid lease payment on leasehold land (Note 12) (123,000) - - - Less: Impairment (668,478) (668,478) - - 873,570 755,225 - - Amount owing by subsidiaries - - 850,000 - Deposits and prepayment 250,032 2,193,271 4,500 4,500 1,123,602 2,948,496 854,500 4,500 22,404,958 12,021,370 854,500 4,500 Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 66 19. Trade and non-trade receivables (continued) (a) Trade receivables Trade receivables comprise amounts receivable for the sale of goods, progress billings receivable and rendering of services. The credit period granted by the Group ranges from 14 days to 60 days (2013: 30 days to 90 days). No interest is charged on trade receivables outstanding balances. Allowance for impairment is recognised against trade receivables over their respective credit period based on estimated irrecoverable amounts determined by reference to past default experience of the counterparty and an analysis of the counterpartys current fnancial position. The credit period granted by the Group ranges from 14 days to 60 days (2013: 30 days to 90 days). No interest is charged on trade receivables outstanding balances. Allowance for impairment is recognised against trade receivables over their respective credit period based on estimated irrecoverable amounts determined by reference to past default experience of the counterparty and an analysis of the counterpartys current fnancial position. The movement in the allowance for impairment on trade receivables is as follows: Group 2014 2013 RM RM At 1 April - 11,634,071 Impairment loss during the year 99,120 - Reversal of impairment loss - (670,000) Disposal of subsidiary - (10,964,071) At 31 March 99,120 - (b) Amount owing by contract customers The amount owing by contract customers are as follows: Group 2014 2013 RM RM Contract costs incurred plus recognised proft - 19,616,066 Progress billings received and receivable - (18,233,684) Amount owing by contract customers - 1,382,382 (c) Non-trade receivables The movement in the allowance for impairment on non-trade receivables is as follows: Group 2014 2013 RM RM At 1 April 668,478 5,244,298 Disposal of subsidiary - (4,575,820) At 31 March 668,478 668,478 Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 67 19. Trade and non-trade receivables (continued) (d) Amount owing by a subsidiary The amount owing by a subsidiary, Leng Seng Chan (Quarry) Sdn. Bhd. arose mainly from unsecured advances which are interest free and repayable on demand. (e) Deposits and prepayments Group Company 2014 2013 2014 2013 RM RM RM RM Refundable deposits 181,591 2,136,109 4,500 4,500 Prepayments 68,441 57,162 - - 250,032 2,193,271 4,500 4,500 20. Short term deposits with licensed banks As of 31 March 2014, the short term deposits with licensed banks of the Group carry interest at rates ranging from 2.75 % to 3.20% (2013: 1.25% to 3.20%) per annum. The short term deposits are maturing on December 2014 (2013: December 2013). As of 31 March 2014, the short term deposits with licensed banks of the Group of RM909,708 (2013: RM900,502) are charged as security for banking facilities granted to the Group as mentioned in Note 24 to the fnancial statements. 21. Cash and bank balances Included in cash and bank balances of the Group is an amount of RM1,143,350 (2013: RM858,513) representing bank balances under Housing and Development Accounts opened and maintained by a subsidiary as required under the Housing Developers (Housing Development Account) (Amendment) Regulation 2002. 22. Share capital Group and Company 2014 2013 RM RM Authorised: 200,000,000 ordinary shares of RM1 each 200,000,000 200,000,000 Issued and fully paid: 126,784,397 ordinary shares of RM1 each 126,784,397 126,784,397 Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 68 23. Reserve Group 2014 2013 RM RM Investment revaluation reserve (Non-distributable): At 1 April - 1,800 Net fair value gain - 215 Reversal of investment revaluation reserve - (2,015) At 31 March - - The investment revaluation reserve represents accumulated gains and losses arising from the revaluation of available-for-sale fnancial assets that have been recognised in other comprehensive income, net of amounts reclassifed to proft or loss when those assets have been disposed of or are determined to be impaired. 24. Borrowings Group 2014 2013 RM RM Current Bankers acceptance (secured)/invoice fnancing 2,971,579 - Bank overdraft 9,827,659 - Hire purchase payables 101,141 96,677 Term loans 137,579 - 13,037,958 96,677 Non-current Hire purchase payables - 101,141 Term loans 588,102 - 588,102 101,141 (a) Bankers acceptance - secured As of 31 March 2014, the bankers acceptance bore interest at a rate of 1.5% to 6.53% (2013: Nil) per annum above the lending banks cost of funds and are secured by: (i) legal charges over the land and buildings of the Group; (ii) charges over short term deposits of the Group; and (iii) corporate guarantees from the Company. (b) Bank overdrafts secured The bank overdrafts of the Group bear interest at a rate of BLR + 1.5% per annum (2013: nil). The bank facilities of the Group are secured by way of a 3rd party sixth legal charge over 14 parcels of land known as Grant No. 43499, Grant Mukim No. 312, 313, 535, 536, Grant No. 43498, Grant Mukim No. 537, 538, 539, 540, 654, 544, 545 & 546, Lot No. 1019, 1283, 1333, 1334, 1337, 1338, 1339, 1340, 1341, 1348, 1349, 1350, 1351 respectively, Mukim 12, Province Wellesley Centre, Penang. Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 69 24. Borrowings (continued) (c) Hire purchase payables Hire purchase liabilities are payable as follows: Group 2014 2013 RM RM Minimum hire purchase payments: Repayable within one year 103,577 103,608 Repayable between one to two years - 103,576 103,577 207,184 Less: Future fnance charges (2,436) (9,366) Present value of hire purchase liabilities 101,141 197,818 Present value of hire purchase liabilities: Repayable within one year 101,141 96,677 Repayable between one to two years - 101,141 101,141 197,818 The hire purchase payables of the Group bear interest at a rate of 2.39% (2013: 2.39%) per annum. (d) Term loans The remaining maturities of the term loans as at 31 March are as follows: Group 2014 2013 RM RM Within one year 137,579 - More than one year and less than fve years 148,407 - Five years and more 439,695 - 725,681 - The term loans are secured by the following: (i) frst party legal charge over certain property of the Group; (ii) frst party frst legal charge over the freehold land of the Company; and (iii) corporate guarantee by the Company. 25. Deferred tax liabilities Group 2014 2013 RM RM At 1 April 972,015 973,894 Recognised in proft or loss (Note 8) (67,342) (1,879) At 31 March 904,673 972,015 Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 70 25. Deferred tax liabilities (continued) The components and movements of deferred tax assets and liability during the fnancial year are as follows: Revaluation reserve Property, plant and equipment Total RM RM RM Deferred tax liabilities of the Group At 1 April 2013 677,515 294,500 972,015 Recognised in proft or loss (9,579) (38,195) (47,774) At 31 March 2014 667,936 256,305 924,241 At 1 April 2012 687,094 286,800 973,894 Recognised in proft or loss (9,579) 7,700 (1,879) At 31 March 2013 677,515 294,500 972,015 Unutilised tax losses RM Deferred tax assets of the Group At 1 April 2013 - Recognised in proft or loss (19,568) At 31 March 2014 (19,568) At 1 April 2012 - Recognised in proft or loss - At 31 March 2013 - 26. Trade and non-trade payables Group Company 2014 2013 2014 2013 RM RM RM RM Trade: Trade payables 10,046,797 6,641,457 - - Amount owing to contract customers 419,000 - - - 10,465,797 6,641,457 - - Non-trade: Amount owing to subsidiaries - - 2,065,251 1,000,000 Non-trade payables 1,787,243 2,391,246 9,901 14,289 Accrued expenses 210,541 504,827 93,000 93,000 12,463,581 9,537,530 2,168,252 1,107,289 Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 71 26. Trade and non-trade payables (continued) (a) Trade payables Trade payables of the Group comprise amounts outstanding for trade purchases. The credit periods granted to the Group range from 14 days to 90 days (2013: 14 days to 90 days). No interest is charged on the trade payables outstanding balances. The Group has fnancial risk management policies in place to ensure that all the payables are paid within the pre- agreed credit terms. (b) Amount owing to contract customers The amount owing to contract customers are as follows: Group 2014 2013 RM RM Contract costs incurred plus recognised proft 49,328,154 - Progress billings received and receivable (49,747,154) - Amount owing to contract customers (419,000) - (c) Amount owing to subsidiaries The amount owing to subsidiaries are as follows: Company 2014 2013 RM RM Non-trade: Great Marvel Sdn. Bhd. 2,053,532 - JMR Resources Management Sdn. Bhd. 11,819 - Rantronics Sdn. Bhd. - 1,000,000 2,065,351 1,000,000 The amount owing to subsidiaries arose mainly from unsecured advances which are interest free and repayable on demand. Non-trade payables and accrued expenses comprise mainly amounts outstanding for ongoing costs. 27. Dividends
Gross dividend per share Gross dividend Amount of dividend net of tax Date of payment 2014 RM RM RM Interim dividend 0.04 5,071,376 3,803,532 20 December 2013 Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 72 28. Signifcant related party transactions (a) The Company has related party transactions with the following companies: 2014 2013 With subsidiaries: RM RM Great Marvel Sdn. Bhd. - Loan to 1,750,000 - JMR Resources Management Sdn. Bhd. - Management fee 37,981 19,665 JMR Manufacturing Sdn. Bhd. - Dividend received 638,213 - Lean Seng Chan (Quarry) Sdn. Bhd. - Dividend received 3,675,253 - Link Lex (M) Sdn. Bhd. - Dividend received 121,486 - Rantronics Sdn. Bhd. - Dividend received 1,939,128 - The signifcant balances with related parties are disclosed in Notes 19 and 26 to the fnancial statements. The Directors are of the opinion that the transactions above have been entered into in the normal course of business and have been established on terms and conditions mutually agreed between the relevant parties. (b) The remuneration of Directors during the fnancial year is disclosed in Note 5 to the fnancial statements. 29. Capital commitments Capital expenditure as at the reporting date is as follows: Group 2014 2013 RM RM Contracted but not provided for: - Land held for development - 1,900,000 30. Contingencies Corporate guarantees to certain subsidiaries Group 2014 2013 RM RM Corporate guarantees given by the Company to local banks and third parties for credit facilities granted to certain subsidiaries 14,851,949 655,000 Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 73 31. Operating lease arrangements The Group has entered into operating lease agreements to lease out certain of its investment properties. The future minimum lease payments receivable under operating leases contracted for as of the reporting date but not recognised as receivables, are as follows: Group 2014 2013 RM RM Not later than one year 569,500 295,610 Later than one year and not later than fve years 800 45,060 570,300 340,670 The Group has entered into operating lease agreements for the use of land, premises and road access. The future aggregate minimum lease payments under operating leases contracted for as of the reporting date but not recognised as liabilities are as follows: Group 2014 2013 RM RM Not later than one year 272,100 173,450 Later than one year and not later than fve years 310,000 92,100 582,100 265,550 32. Operating segments Products and services from which reportable segments derive their revenue Information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance focuses on types of goods or services delivered or provided. The Groups reportable segments under FRS 8 Operating Segments are therefore as follows: (i) Investment holding (included letting of properties); (ii) Manufacturing and trading of bituminous premix, tarmac, emulsion and operation of quarry; (iii) Construction; and (iv) Property development.
Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 74 Notes To The Financial Statements (contd) At 31 March 2014 32. Operating segments (continued) Segment revenue and results The following is an analysis of the Groups revenue and results by reportable segments: Investment Property holdings Manufacturing Construction development Elimination Consolidated RM RM RM RM RM RM 2014: Revenue External revenue 368,720 37,178,968 2,487,407 31,584,977 - 71,620,072 Inter-segment revenue 7,883,798 1,558,469 - - (9,442,267) - Total revenue 8,252,518 38,737,437 2,487,407 31,584,977 (9,442,267) 71,620,072 Results Segment proft 6,213,859 8,275,029 1,323,551 616,304 (5,842,293) 10,586,450 Other income 1,211,087 Finance costs (268,250) Share of loss of associates (321,920) Proft before tax 11,207,367 Tax expense (3,076,451) Proft for the fnancial year 8,130,916 2013: Revenue External revenue 457,060 27,279,687 3,301,597 13,237,935 - 44,276,279 Inter-segment revenue 1,073,085 33,463 14,267,134 - (15,373,682) - Total revenue 1,530,145 27,313,150 17,568,731 13,237,935 (15,373,682) 44,276,279 Results Segment proft 165,965 5,644,582 110,711 412,014 (2,994,715) 3,338,557 Other income 4,196,116 Finance costs (97,095) Share of loss of associates (344,227) Proft before tax 7,093,351 Tax expense (1,678,425) Proft for the fnancial year 5,414,926 The accounting policies of the reportable segments are the same as the Groups accounting policies described in Note 2 to the fnancial statements. Segment proft represents the proft earned/loss suffered by each segment without other income, fnance costs, share of proft/(loss) of associates and tax expenses. This is the measure reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 75 32. Operating segments (continued) Segment assets and liabilities Investment Property holdings Manufacturing Construction development Elimination Consolidated RM RM RM RM RM RM 2014 Assets Segment assets 15,896,233 25,722,855 2,548,213 79,630,897 - 123,798,198 Investments in associates 850,830 Unallocated corporate assets 2,866,207 Consolidated total assets 127,515,235 Liabilities Segment liabilities 298,789 4,280,533 7,393,078 491,181 - 12,463,581 Unallocated corporate liabilities 15,871,291 Consolidated total liabilities 28,334,872 2013 Assets Segment assets 16,712,176 24,287,152 3,693,718 56,992,373 - 101,685,419 Investments in associates 1,172,750 Unallocated corporate assets 3,081,129 Consolidated total assets 105,939,298 Liabilities Segment liabilities 299,540 2,100,510 5,398,471 1,739,009 - 9,537,530 Unallocated corporate liabilities 1,548,789 Consolidated total liabilities 11,086,319 For the purposes of monitoring segment performance and allocating resources between segments: (i) all assets are allocated to reportable segments other than investments in associates, short-term deposits, current and deferred tax assets, and other fnancial assets. Goodwill is allocated to reportable segments. (ii) all liabilities are allocated to reportable segments other than other borrowings and current and deferred tax liabilities.
Other segment information Investment Property holdings Manufacturing Construction development Consolidated RM RM RM RM RM 2014 Other information Additions to non-current assets 4,500 150,840 - 4,048,688 4,204,028 Depreciation and amortisation expense 162,014 410,903 - 35,309 608,226 Non-cash expenses other than depreciation and amortisation - 217 - - 217 Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 76 32. Operating segments (continued) Other segment information (continued) Investment Property holdings Manufacturing Construction development Consolidated RM RM RM RM RM 2013 Other information Additions to non-current assets 1,680 62,019 2,270 283,157 349,126 Depreciation and amortisation expense 159,429 419,345 33,589 34,665 647,028 Non-cash expenses other than depreciation and amortisation - 1,130 121,891 - 123,021 Revenue from major products and services Analysis of revenue from major products and services was not disclosed due to it is not practical to analyse these information without incurring excessive costs. Geographical information Information on geographical segments is not presented as the Group operates predominantly in Malaysia. 33. Financial instruments Categories of fnancial instrument The table below provides an analysis of fnancial instruments categorised as follows: (a) Loans and receivables (b) Other fnancial liabilities measured at amortised cost Carrying amount Loans and receivables Other fnancial liabilities measured at amortised cost RM RM RM Group 2014 Financial assets Trade non-trade receivables and deposits 22,404,958 22,404,958 - Short terms deposits with licensed 909,708 909,708 - Cash and cash equivalents 5,157,331 5,157,331 - 28,471,997 28,471,997 - Financial liabilities Non-trade payables and accruals 12,463,581 - 12,463,581 Borrowings 13,626,060 - 13,626,060 26,089,641 - 26,089,641 2013 Financial assets Trade non-trade receivables and deposits 12,021,370 12,021,370 - Short terms deposits with licensed 1,854,682 1,854,682 - Cash and cash equivalents 6,352,815 6,352,815 - 20,228,867 20,228,867 - Financial liabilities Non-trade payables and accruals 9,537,530 - 9,537,530 Borrowings 197,818 - 197,818 9,735,348 - 9,735,348 Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 77 33. Financial Instruments (continued) Categories of fnancial instruments (continued) Carrying amount Loans and receivables Other fnancial liabilities measured at amortised cost RM RM RM Company 2014 Financial assets Trade non-trade receivables and deposits 854,500 854,500 - Cash and cash balances 151,265 151,265 - 1,005,765 1,005,765 - Financial liability Non-trade payables and accruals 2,168,252 - 2,168,252 2013 Financial assets Trade non-trade receivables and deposits 4,500 4,500 - Cash and cash balances 155,046 155,046 - 159,546 159,546 - Financial liability Non-trade payables and accruals 1,107,289 - 1,107,289 Financial risk management objectives and policies
The Group is exposed to fnancial risks arising from their operations and the use of fnancial instruments. The key fnancial risks include credit risk, interest rate risk, and liquidity risk. The Groups fnancial risk management policy seeks to ensure that adequate fnancial resources are available for the development of the Groups businesses whilst managing its credit risk, interest rate risk and liquidity risk. The following sections provide details regarding the Groups exposure to the above mentioned fnancial risks and the objectives, policies and processes for the management of these risks. Credit risk
The Groups exposure to credit risk, or the risk of counterparties defaulting, arises mainly from trade 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 fnancial assets (including quoted investments, cash and bank balances and derivatives), the Group minimises credit risk by dealing exclusively with high credit rating counterparties. The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of the trade receivables as appropriate. The main components of this allowance are a specifc loss component that relates to individually signifcant exposures, and a collective loss component established for groups of similar assets in respect of losses that might have been incurred but not yet identifed. Impairment is estimated by management based on prior experience and the current economic environment. Credit risk concentration profle The Group has no major concentration of credit risk and manages these risks by monitoring credit ratings and limiting the aggregate fnancial exposure to any individual counterparty. 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 fnancial assets as at the end of the reporting period. Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 78 Notes To The Financial Statements (contd) At 31 March 2014 33. Financial Instruments (continued) Credit risk (continued) Ageing analysis The ageing analysis of the Groups trade receivables as at reporting date are as follows: Gross Carrying Amount Impairment Value RM RM RM Group 2014 Not past due: 14,130,116 - 14,130,116 Past due: - 1 to 30 days 2,565,487 - 2,565,487 - 31 to 60 days 1,924,189 - 1,924,189 - 61 to 90 days 530,370 - 530,370 - 91 to 120 days 1,789,173 - 1,789,173 - more than 120 days 441,141 (99,120) 342,021 21,380,476 (99,120) 21,281,356 2013 Not past due: 4,018,250 - 4,018,250 Past due: - 1 to 30 days 1,239,834 - 1,239,834 - 31 to 60 days 986,888 - 986,888 - 61 to 90 days 303,271 - 303,271 - 91 to 120 days 1,056,959 - 1,056,959 - more than 120 days 85,290 - 85,290 7,690,492 - 7,690,492 The impairment is determined based on estimated irrecoverable amounts from the sale of goods, determined by reference to past default experience. Trade receivables that are neither past due nor impaired A signifcant portion of trade receivables that are neither past due nor impaired are regular customers that have been transacting with the Group. The Group uses ageing analysis to monitor the credit quality of the trade receivables. Any receivables having signifcant balances past due, which are deemed to have higher credit risk, are monitored individually. 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. Interest rate risk The Group is exposed to interest rate risk through the impact of rate changes in foating rate borrowings. The interest rates of borrowings are disclosed in Note 24 to the fnancial statements. The Group borrows on foating rate basis. The Group does not generally hedge interest rate risks. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 79 33. Financial Instruments (continued) Interest rate risk (continued) 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: Group 2014 2013 Increase/ (Decrease) Increase/ (Decrease) RM RM Effects on proft after taxation Increase of 5 basis point (bp) (19,949) (99) Decrease of 5 basis point (bp) 19,949 99 Effects on equity Increase of 5 basis point (bp) (19,949) (99) Decrease of 5 basis point (bp) 19,949 99 Cash fow risk The Group reviews its cash fow position regularly to manage their exposure to fuctuations in future cash fows associated with their monetary fnancial instruments. Liquidity risk Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the Groups funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves and banking facilities, by continuously monitoring forecast and actual cash fows, and by matching the maturity profles of fnancial assets and liabilities. The Group and the Company monitors and maintains a level of cash and cash equivalents deemed adequate by management to fnance the Groups and the Companys operations and to mitigate the effects of fuctuations in cash fows. Maturity analysis The table below summarises the maturity profle of the Groups and of the Companys fnancial liabilities as at 31 March based on undiscounted contractual payments: Carrying amount Contractual interest rate Contractual cash fows Within 1 year After 1 year RM RM RM RM Group 2014 Trade and non-trade payables 12,463,581 - 12,463,581 12,463,581 - Borrowings 13,626,060 1.5 to 8.11% 13,626,060 13,037,958 588,102 26,089,641 26,089,641 25,501,539 588,102 2013 Trade and non-trade payables 9,537,530 - 9,537,530 9,537,530 - Borrowings 197,818 2.39% 197,818 96,677 101,141 9,735,348 9,735,348 9,634,207 101,141 Notes To The Financial Statements (contd) At 31 March 2014 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 80 Notes To The Financial Statements (contd) At 31 March 2014 33. Financial Instruments (continued) Liquidity risk (continued) Carrying amount Contractual interest rate Contractual cash fows Within 1 year After 1 year RM RM RM RM Company 2014 Trade and non-trade payables 2,168,252 - 2,168,252 2,168,252 - 2013 Trade and non-trade payables 1,107,289 - 1,107,289 1,107,289 - 34. Fair values of fnancial instruments The following summarises the methods used to determine the fair values of the fnancial instruments: (i) The fnancial assets and fnancial liabilities maturing within the next 12 months approximated their fair values due to the relatively short term maturity of the fnancial instruments. (ii) The fair value of quoted investments is estimated based on their quoted market prices as at the end of the reporting period. (iii) The carrying amounts of the term loans approximated their fair values as these instruments bear interest at variable rates. The aggregate fair values and the carrying amount of the fnancial assets and fnancial liabilities carried on the statement of fnancial position as at 31 March are as below: 2014 2013 Carrying Fair Carrying Fair amount value amount value RM RM RM RM Group Financial liability: Borrowings 13,626,060 13,626,060 197,818 197,818 35. Capital management The primary objective of the Groups 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, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the years ended 31 March 2014 and 31 March 2013. There is no external capital requirement imposed on the Group and the Company. The debt to equity ratio is calculated as net debt divided by total capital. Net debt is calculated based on trade payable and non- trade payables less cash and cash equivalents. Total capital is calculated as equity plus net debt. The debt to equity ratio of the Group as at the end of the reporting period was as follows: Group 2014 2013 RM RM Trade and non-trade payables 12,463,581 9,537,530 Borrowing 13,626,060 197,818 26,089,641 9,735,348 Less: Cash and cash equivalents (6,067,039) (8,207,497) Net debt 20,022,602 1,527,851 Total equity 99,180,363 94,852,979 Total capital 119,202,965 96,380,830 Gearing ratio 0.17 0.02 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 81 Notes To The Financial Statements (contd) At 31 March 2014 36. Supplementary information disclosure on realised and unrealised profts/losses On 25 March 2010, Bursa Malaysia Securities Berhad issued a directive to all listed issuers pursuant to Paragraphs 2.06 and 2.23 of the Bursa Securities Main Market Listing Requirements. The directive requires all listed issuers to disclose the breakdown of the unappropriated profts or accumulated losses as of the end of the reporting period into realised and unrealised profts or losses. On 20 December 2010, Bursa Malaysia Securities Berhad further issued guidance on the disclosure and the prescribed format required. The breakdown of the accumulated losses of the Group and of the Company as of 31 March 2014 into realised and unrealised amounts, pursuant to the directive, is as follows: Group Company 2014 2013 2014 2013 RM RM RM RM Total accumulated losses of the Company and its subsidiaries: Realised 7,519,143 2,218,537 (32,479,900) (33,231,967) Unrealised (904,673) (972,015) - - 6,614,470 1,246,522 (32,479,900) (33,231,967) Add: Consolidation adjustments (34,354,082) (33,313,620) - - Total accumulated losses as per statements of fnancial position (27,739,612) (32,067,098) (32,479,900) (33,231,967) The determination of realised and unrealised profts or losses is based on Guidance of Special Matter No. 1 Determination of Realised and Unrealised Profts or Losses in the Context of Disclosure Pursuant to Bursa Securities Listing Requirements as issued by the Malaysian Institute of Accountants on 20 December 2010. A charge or a credit to the proft or loss of a legal entity is deemed realised when it is resulted from the consumption of resource of all types and form, regardless of whether it is consumed in the ordinary course of business or otherwise. A resource may be consumed through sale or use. Where a credit or a charge to the proft or loss upon initial recognition or subsequent measurement of an asset or a liability is not attributed to consumption of resource, such credit or charge should not be deemed as realised until the consumption of recourse could be demonstrated. The supplementary information have been made solely for complying with the disclosure requirements stipulated in the directive of Bursa Malaysia Securities Berhad and is not made for any other purposes. 37. Subsequent event In May 2014, the subsidiary, Great Marvel Sdn. Bhd. had disposed a piece of land known as Lot No 606, Mukim 4, Daerah Barat Daya, Negeri Pulau Pinang held under Geran Mukim No. 149 measuring approximately 4,669.2 square meters. The said disposal was made in accordance to the Government Land Acquisition Act 1960, at a sales consideration of RM4,271,991. 38. General information The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Market of Bursa Malaysia Securities Berhad. The Company is principally involved in investment holding and providing management services. The principal activities of the subsidiaries are as stated in Note 15 to the fnancial statements. There have been no signifcant changes in the nature of the activities of the Group and of the Company during the fnancial year. The registered offce of the Company is at 52-C, Rangoon Road, 10400 Penang, Malaysia. The principal place of business of the Company is at No. 65, Sri Bahari Road, 10050 Penang, Malaysia. The fnancial statements of the Group and of the Company were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 3 July 2014. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 82 Group Properties As At 31 March 2014 Location Description of Property Existing Use Area (approximate) Age of Building (approximate years) Tenure Date of Acquisition Carrying Amount as at Mar 31, 2014 RM'000 Lot 3006, Mukim 6, Daerah Seberang Perai Tengah, Pulau Pinang. 3 Storey Shop - Offce Building Offce Premises 4,020 square feet 20 Freehold 18/05/2004 352 Lot 1019,1283,1284,1333,1334, 1337 ~ 1341 & 1348 ~ 1351, Mukim 12, Daerah Seberang Perai Tengah, Pulau Pinang. Quarry Land Quarrying Activities 48 acres - Freehold 18/05/2004 12,750 Lot 10140, Mukim 14, Daerah Seberang Perai Tengah, Pulau Pinang. Double Storey Shop- Offce Building Rented Out 111 square metres 15 Freehold 18/05/2004 157 Lot 10141, Mukim 14, Daerah Seberang Perai Tengah, Pulau Pinang. Double Storey Shop- Offce Building Rented Out 111 square metres 15 Freehold 18/05/2004 157 Plot 285, Bayan Lepas Industrial Estate, Phase III, Pulau Pinang. Industrial Land and Building Rented Out 23,329 square feet 20 Leasehold (expiry: 2049) 18/05/2004 2,995 Lot 544, 590, 1307, 3429, 3430, 3435 & 3436, Mukim 3, Daerah Seberang Perai Utara, Pulau Pinang. Agriculture Land Rented Out 19 acres - Freehold 18/05/2004 680 Lot 20039~20396 & 20399~20408, Mukim 14, Daerah Seberang Perai Selatan, Pulau Pinang. Property Development- in-progress Property Development Project 66 acres - Freehold 18/05/2004 29,164 Lot 2152~2202, 2204~2214 & 2216~2264, Seksyen 42, Tebuan, Bandar Kulim, Kedah Darul Aman. Vacant Land Vacant 15 acres - Freehold 18/05/2004 3,676 Lot 2328, Mukim 6, Daerah Seberang Perai Selatan, Pulau Pinang. Bungalow Lot Vacant 10,764 square feet - Freehold 18/05/2004 131 Lot 24, Seksyen 18, Daerah Timur Laut, Bandar Georgetown, Pulau Pinang. Shop cum Offce Vacant 129 square metres 9 Freehold 31/03/2005 226 Plot 728, No.3058/95, P.T. No.1523, Mukim Padang Meha, Daerah Kulim, Kedah. Single Storey Bungalow Vacant 3,606 square feet 7 Freehold 18/12/2007 114 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 83 Group Properties (contd) As At 31 March 2014 Location Description of Property Existing Use Area (approximate) Age of Building (approximate years) Tenure Date of Acquisition Carrying Amount as at Mar 31, 2014 RM'000 Lot Nos. 785 & 786, Section 4, Town of Georgetown, ASWAN, Level 5, Parcel No. 4A (single), Penang. Condominium Rented Out 2,129 square feet 17 Freehold 05/11/2009 909 Lot 297, Merbau Pulas, Pekan Merbau Pulas, Kulim, Kedah. Vacant Land Vacant 473,454 square feet - Freehold 30/12/2009 4,260 Lot 7703, Mk 14, Daerah Seberang Perai Tengah, Pulau Pinang. Industrial Land and Building Workshop 93,571 square feet 17 Leasehold (Expiry: 2056) 21/12/2009 1,595 Lot Nos. 194 and 195, Mukim 5, Tempat Titi Serong, Daerah Barat Daya, Pulau Pinang. Lot Nos. 381, 382, 383 and 384, Mukim 5, Tempat Bukit Relau, Daerah Barat Daya, Pulau Pinang. Vacant Land Vacant 383,983 square feet - Freehold 21/12/2009 4,142 Lot 1202, 1204, 1206 and 1064, Seksyen 4, Town of Butterworth, Seberang Perai Utara, Pulau Pinang. Development Land Rented Out 31,179 square feet - Freehold 21/12/2009 2,027 Lot 1205, Section 4, Town of Butterworth, Seberang Perai Utara, Pulau Pinang. Development Land Rented Out 4,065 square feet - Freehold 21/06/2010 306 Lot 518 & 519, Section 4, Town of Butterworth, Seberang Perai Utara, Pulau Pinang. Development Land Rented Out 10,459 square feet - Freehold 08/11/2010 794 Lot Nos. 785 & 786, Section 4, Town of Georgetown, ASWAN, Level 2, Parcel No. 1A (single), Penang. Condominium Vacant 2,129 square feet 17 Freehold 05/11/2009 1,049 Lot 904, Mukim Padang Peliang, Daerah Pendang, Kedah. Vacant Land Vacant 155,323 square feet - Leasehold (Expiry: 2091) 01/04/2013 121 Lot 606, Mukim 4, Daerah Barat Daya, Negeri Pulau Pinang. Development Land Vacant 4,669 square metres - Freehold 04/09/2013 3,800 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 84 Analysis Of Shareholdings As At 30 June 2014 Shareholdings Statistics Authorised Share Capital : RM200,000,000 Issued and Paid Up Capital : RM126,784,397 Class of Share : Ordinary shares of RM1.00 each Voting Right : One vote for each ordinary share Distribution of Shareholdings No. of Holders Holdings Total Holdings % of Issued Capital 29 Less than 100 1,220 0.00 1,303 100 to 1,000 289,874 0.23 162 1,001 to 10,000 690,278 0.55 68 10,001 to 100,000 2,108,274 1.66 39 100,001 and below 5% 44,517,988 35.11 3 5% and above 79,176,763 62.45 Total 1,604 126,784,397 100.00 List of the Thirty Largest Shareholders No. Shareholders No. of Shares % of Issued Capital 1 JMR CONSOLIDATED HOLDINGS SDN BHD 63,404,877 50.01 2 MAYBANK NOMINEES (TEMPATAN) SDN BHD 8,453,100 6.67 BENEFICIARY : VANLITE ENTERPRISE (M) SDN BHD 3 PLB LAND SDN BHD 7,318,786 5.77 4 MAYBANK NOMINEES (TEMPATAN) SDN BHD 6,225,500 4.91 BENEFICIARY : YAP EAN SIN 5 LIM HONG SIANG @ LIM HONG SUN 5,900,000 4.65 6 TAG STEEL HOLDINGS SDN BHD 3,806,600 3.00 7 MAYBANK NOMINEES (TEMPATAN) SDN BHD 3,332,900 2.63 BENEFICIARY : SIEW SAU LAN 8 MAYBANK NOMINEES (TEMPATAN) SDN BHD 3,265,000 2.58 BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR GOH NAI KOOI @ GAH MAI KWAI 9 DOESTRONIC SDN.BHD. 3,000,000 2.37 10 MAYBANK NOMINEES (TEMPATAN) SDN BHD 2,700,400 2.13 BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR QUAH SAW GIM 11 GOH YONG CHEE 2,500,000 1.97 12 PENG WEN CHIH 1,557,934 1.23 13 DYNABRICKS SDN BHD 1,400,000 1.10 14 MAK LAI KUAN 1,112,000 0.88 15 LEADING BUILDERS SDN. BHD. 1,029,800 0.81 16 MAYBANK NOMINEES (TEMPATAN) SDN BHD 954,300 0.75 BENEFICIARY : GOH NAI KOOI @ GOH MAI KWAI 17 ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD 898,850 0.71 BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR GOH NAI KOOI @ GAH MAI KWAI 18 MALACCA EQUITY NOMINEES (TEMPATAN) SDN BHD 717,500 0.57 BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR HO KOK KIANG 19 TAN HOON TEONG 550,000 0.43 20 TAN YEN KEAN 530,000 0.42 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 85 Analysis Of Shareholdings (contd) As At 30 June 2014 List of the Thirty Largest Shareholders (contd) No. Shareholders No. of Shares % of Issued Capital 21 BOEY CHENG HAI 491,846 0.39 22 PH'NG SEOK TIANG 476,357 0.38 23 CHAN GIK CHAU 361,060 0.28 24 LEE CHIN CHAI 331,060 0.26 25 HLIB NOMINEES (TEMPATAN) SDN BHD 274,900 0.22 BENEFICIARY : HONG LEONG BANK BHD FOR SENCO (M) SDN BHD 26 YAP BER CHIN 266,257 0.21 27 CHENG YONG LIANG 250,000 0.20 28 HENG MOOI HIANG 232,846 0.18 29 MAYBANK NOMINEES (ASING) SDN BHD 230,000 0.18 BENEFICIARY : LEE A-TSANG 30 RHB NOMINEES (TEMPATAN) SDN BHD 219,200 0.17 BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR TEOH HIN HENG Substantial Shareholders No. of Ordinary Shares Shareholders Direct Interest % of Issued Capital Deemed Interest % of Issued Capital JMR Consolidated Holdings Sdn Bhd 63,404,877 50.01 - - Maybank Nominees (Tempatan) Sdn Bhd Benefciary : Vanlite Enterprise (M) Sdn Bhd 8,453,100 6.67 - - PLB Land Sdn Bhd 7,318,786 5.77 - - Dato Ir. Goh Nai Kooi @ Gah Mai Kwai 5,196,850 4.10 68,890,177* 54.34 Datin Quah Saw Gim^ 2,710,400 2.14 71,386,627* 56.30 Dato Ir. Dr. Goh Yong Chee 2,500,000 1.97 71,587,027** 56.46 Goh Yong Keat - - 74,087,027*** 58.44 Goh Yong Lin - - 74,087,027*** 58.44 ^ Registered under Maybank Nominees (Tempatan) Sdn Bhd. * Deemed interest through holding company, JMR Consolidated Holdings Sdn Bhd and his/her spouse and son. ** Deemed interest through holding company, JMR Consolidated Holdings Sdn Bhd and his parents. *** Deemed interest through holding company, JMR Consolidated Holdings Sdn Bhd and his/her parents and brother. Directors' Shareholdings No. of Ordinary Shares Directors Direct Interest Deemed Interest Total % of Issued Capital Dato Ir. Goh Nai Kooi @ Gah Mai Kwai 5,196,850 68,890,177* 74,087,027 58.44 Dato Ir. Dr. Goh Yong Chee 2,500,000 71,587,027** 74,087,027 58.44 Tham Yen Thim - - - - Abdul Rahman Bin Ahmad - - - - Dato Ir. Lai Pin Yong - - - - Ir. Boey Cheng Hai 491,846 - 491,846 0.39 Tan Yen Yeow - - - - Goh Yong Lin - 74,087,027*** 74,087,027 58.44 Lim Tze Ming (Alternate Director to Goh Yong Lin) - - - - * Deemed interest through holding company, JMR Consolidated Holdings Sdn Bhd and his spouse and son. ** Deemed interest through holding company, JMR Consolidated Holdings Sdn Bhd and his parents. *** Deemed interest through holding company, JMR Consolidated Holdings Sdn Bhd and her parents and brother. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 86 Notice of the Twelfth Annual General Meeting NOTICE IS HEREBY GIVEN that the Twelfth Annual General Meeting of JMR Conglomeration Bhd. (JMR or the Company) will be held at Lawang Room, PARKROYAL Penang Resort, Batu Ferringhi Beach, 11100 Penang, Malaysia on Thursday, August 28, 2014 at 11.30 a.m. for the following purposes: - AGENDA 1 To receive the Audited Financial Statements for the fnancial year ended March 31, 2014 together with the reports of the Directors and Auditors thereon. Please refer to Explanatory Note 1 on Agenda 1 2 To approve the payment of Directors Fees of RM83,000.00 for the fnancial year ended March 31, 2014. Resolution 1 3 To re-elect, Mr. Tan Yen Yeow, a Director of the Company who retires in accordance with Article 109 of the Companys Articles of Association. Resolution 2 4 To consider and if thought ft, to pass the following resolution pursuant to Section 129 (6) of the Malaysian Companies Act, 1965:- That Encik Abdul Rahman Bin Ahmad, a Director who retires in compliance with Section 129 of the Malaysian Companies Act, 1965 after having attained the age of seventy (70) years, be hereby re-appointed as a Director of the Company to hold offce until the conclusion of the next Annual General Meeting. Resolution 3 5 To consider and if thought ft, to pass the following resolution pursuant to Section 129 (6) of the Malaysian Companies Act, 1965:- That Mr. Tham Yen Thim, a Director who retires in compliance with Section 129 of the Malaysian Companies Act, 1965 after having attained the age of seventy (70) years, be hereby re-appointed as a Director of the Company to hold offce until the conclusion of the next Annual General Meeting. Resolution 4 6 To consider and if thought ft, to pass the following resolution pursuant to Section 129 (6) of the Malaysian Companies Act, 1965:- That Ir. Boey Cheng Hai, a Director who retires in compliance with Section 129 of the Malaysian Companies Act, 1965 after having attained the age of seventy (70) years, be hereby re-appointed as a Director of the Company to hold offce until the conclusion of the next Annual General Meeting. Resolution 5 7 To consider and if thought ft, to pass the following resolution pursuant to Section 129 (6) of the Malaysian Companies Act, 1965:- That Dato Ir. Goh Nai Kooi @ Gah Mai Kwai, a Director who retires in compliance with Section 129 of the Malaysian Companies Act, 1965 after having attained the age of seventy (70) years, be hereby re-appointed as a Director of the Company to hold offce until the conclusion of the next Annual General Meeting. Resolution 6 8 To consider and if thought ft, to pass the following resolution pursuant to Section 129 (6) of the Malaysian Companies Act, 1965:- That Dato Ir. Lai Pin Yong, a Director who retires in compliance with Section 129 of the Malaysian Companies Act, 1965 after having attained the age of seventy (70) years, be hereby re-appointed as a Director of the Company to hold offce until the conclusion of the next Annual General Meeting. Resolution 7 9 To re-appoint Messrs. PKF as Auditors of the Company and to authorise the Board of Directors to fx their remuneration. Resolution 8 JMR Conglomeration Bhd. 592280-W | Annual Report 2014 87 Notice Of The Twelfth Annual General Meeting (contd) 10 As Special Business Authority to Directors to issue ordinary shares pursuant to Section 132D of the Malaysian Companies Act, 1965. To consider and, if thought ft, to pass the following resolution, with or without modifcations as Ordinary Resolution:- 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 of the Company be and are hereby authorised pursuant to Section 132D of the Companies Act, 1965 to allot and issue 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 ft, provided that the aggregate number of shares to be issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the time being AND THAT such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company AND FURTHER THAT the Directors are also empowered to obtain the approval from Bursa Malaysia Securities Berhad for the listing of and quotation for the additional shares to be issued. Resolution 9 11 As Special Business Continuing in offce as an Independent Non-Executive Director. THAT subject to the passing of Resolution 4, authority be and is hereby given to retain Encik Abdul Rahman Bin Ahmad who have been serving as an Independent Non-Executive Director of the Company for more than a cumulative term of nine (9) years, to continue to act as an Independent Non-Executive Director of the Company. Resolution 10 By Order of the Board, ONG TEIK HOE (MACS 00085) Company Secretary Penang Dated : August 5, 2014 Notes: - (i) Only depositors whose names appear in the Record of Depositors as at August 22, 2014 be regarded as members and entitled to attend, speak and vote at the meeting. (ii) Subject to the paragraph below, a member of the Company entitled to attend and vote at the above meeting may appoint not more than 2 proxies of his/her own choice to attend and vote at the same meeting. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act 1965 shall not apply to the Company. (iii) Where a member of the Company is an authorised nominee as defned under the Securities Industry (Central Depositories) Act, 1991which holds ordinary shares in the Company for multiple benefcial owners in one securities account (omnibus account), there is no limit to the number of proxies which the authorised nominee may appoint in respect of each omnibus account it holds. (iv) If a member appoints up to 2 proxies, the member must specify the proportions of his/her holding to be represented by each proxy, otherwise the appointment will be invalid. Return of a duly completed Form of Proxy will not preclude a member from attending and voting personally at the meeting. (v) An instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an offcer or attorney duly authorised in that behalf. (vi) To be valid, the duly completed Form of Proxy must be deposited at the registered offce of the Company at 52-C Rangoon Road, 10400 Penang, not less than forty-eight (48) hours before the time set for the meeting or any adjournment thereof. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 88 Notice Of The Twelfth Annual General Meeting (contd) Explanatory Note on Agenda 1 This Agenda is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 does not require a formal approval of shareholders for the Audited Financial Statements and hence, is not put forward for voting. Explanatory Note on Special Business, Resolution 9 Authority to Directors to issue ordinary shares pursuant to Section 132D of the Malaysian Companies Act, 1965. The proposed Ordinary Resolution 9, if passed, will provide the Directors of the Company, from the date of the Twelfth Annual General Meeting, the authority to allot and issue shares of up to 10% of the issued share capital of the Company at the time of the issue for such purposes as they consider would be in the interest of the Company. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company. The Company has not issued any new shares pursuant to Section 132D of the Companies Act, 1965 under the general authority which was approved at the Eleventh Annual General Meeting held on August 29, 2013 and which will lapse at the conclusion of the Twelfth Annual General Meeting to be held on August 28, 2014. A renewal of this authority is being sought at the Twelfth Annual General Meeting under proposed Ordinary Resolution 9. The above is sought in case of any strategic opportunities involving equity deals, which may require JMR to allot and issue new shares speedily, JMR may capitalise on its advantageous position if the Directors consider it to be in the best interest of the Company. Any delay arising from and cost involved in convening a general meeting to approve such issuance of shares should be eliminated. Explanatory Notes on Special Business, Resolution 10 Continuing in offce as an Independent Non-Executive Director. The Nomination Committee had assessed the independence of Encik Abdul Rahman Bin Ahmad who have been serving as an Independent Non-Executive Director of the Company for more than a cumulative term of nine (9) years and the Board has recommended that the approval of the shareholders be sought to retain Encik Abdul Rahman Bin Ahmad as an Independent Non- Executive Director as he possess the following attributes necessary in discharging his roles and functions as an Independent Non-Executive Director of the Company:- i. Has vast experience in the various industries the Group is involved in and as such could provide the Board with wide experience, expertise and independent judgement; ii. Has good and thorough understanding of the main drivers of the business in a manner; iii. Actively participate in Board deliberations and decision making in an objective manner; and iv. Exercises due care in all undertakings of the Group and carry out their fduciary duties in the interest of the Company and minority shareholders. JMR Conglomeration Bhd. 592280-W | Annual Report 2014 89 Statement Accompanying Notice Of Annual General Meeting 1. Directors who are standing for re-election/re-appointment at the Twelfth Annual General Meeting of the Company:- Pursuant to Article 109 of the Companys Articles of Association:- i. Mr. Tan Yen Yeow; Resolution 2 Pursuant to Section 129 (6) of the Malaysian Companies Act, 1965:- ii. Encik Abdul Rahman Bin Ahmad; Resolution 3 iii. Mr. Tham Yen Thim; Resolution 4 iv. Ir. Boey Cheng Hai; Resolution 5 v. Dato Ir. Goh Nai Kooi @ Gah Mai Kwai; Resolution 6 vi. Dato Ir. Lai Pin Yong. Resolution 7 The particulars of the Directors have been disclosed in the Directors Profle as stated on Page 4 to Page 6 of this Annual Report. 2. Details of attendance of Directors at Board of Directors Meetings. There were four (4) Board of Directors Meetings held during the fnancial year ended March 31, 2014. Details of attendance of the directors at the meetings held during the period from April 1, 2013 to March 31, 2014 are set out on Page 14 of this Annual Report.
3. Place, date and time of the Twelfth Annual General Meeting. The Twelfth Annual General Meeting of JMR will be held at Lawang Room, PARKROYAL Penang Resort, Batu Ferringhi Beach, 11100 Penang, Malaysia on Thursday, August 28, 2014 at 11.30 a.m. 4. Details of Directors standing for re-election. The shareholdings of the Directors standing for re-election in the Company based on the Register of Directors Shareholdings as at June 30, 2014 are as follows:- Direct Indirect No. of JMR Percentage No. of JMR Percentage Shares held shareholdings Shares held shareholdings Mr. Tan Yen Yeow - - - - Encik Abdul Rahman Bin Ahmad - - - - Mr. Tham Yen Thim - - - - Ir. Boey Cheng Hai 491,846 0.39% - - Dato' Ir. Goh Nai Kooi @ Gah Mai Kwai 5,196,850 4.10% 68,890,177 54.34% Dato' Ir. Lai Pin Yong - - - - JMR Conglomeration Bhd. 592280-W | Annual Report 2014 90 I/We (FULL NAME IN BLOCK LETTERS) of (FULL ADDRESS) being a member of JMR CONGLOMERATION BHD., hereby appoint (FULL NAME IN BLOCK LETTERS) of (FULL ADDRESS) or failing him/her, the Chairman of the Meeting as my/our proxy(ies) to attend and vote for me/us on my/our behalf at the Twelfth Annual General Meeting of the Company to be held at Lawang Room, PARKROYAL Penang Resort, Batu Ferringhi Beach, 11100 Penang, Malaysia on Thursday, August 28, 2014 at 11.30 a.m. and at any adjournment thereof for or against the resolution(s) to be proposed thereat. I/We hereby direct my/our proxy(ies) to vote for or against the resolution(s) to be tabled at the Twelfth Annual General Meeting as indicated hereunder. 1 To receive the Audited Financial Statements for the fnancial year ended March 31, 2014 together with the reports of the Directors and Auditors thereon. Resolutions For Against Ordinary Business 2 To approve the payment of Directors Fees of RM83,000.00 for the fnancial year ended March 31, 2014. 1 3 To re-elect Tan Yen Yeow, a Director who retires in accordance with Article 109 of the Company's Articles of Association. 2 4 To consider and if thought ft, to pass the following resolution pursuant to Section 129 (6) of the Malaysian Companies Act, 1965:- That Encik Abdul Rahman Bin Ahmad, a Director who retires in compliance with Section 129 of the Malaysian Companies Act, 1965 after having attained the age of seventy (70) years, be hereby re-appointed as a Director of the Company to hold offce until the conclusion of the next Annual General Meeting. 3 5 To consider and if thought ft, to pass the following resolution pursuant to Section 129 (6) of the Malaysian Companies Act, 1965:- That Mr. Tham Yen Thim, a Director who retires in compliance with Section 129 of the Malaysian Companies Act, 1965 after having attained the age of seventy (70) years, be hereby re-appointed as a Director of the Company to hold offce until the conclusion of the next Annual General Meeting. 4 6 To consider and if thought ft, to pass the following resolution pursuant to Section 129 (6) of the Malaysian Companies Act, 1965:- That Ir. Boey Cheng Hai, a Director who retires in compliance with Section 129 of the Malaysian Companies Act, 1965 after having attained the age of seventy (70) years, be hereby re-appointed as a Director of the Company to hold offce until the conclusion of the next Annual General Meeting. 5 7 To consider and if thought ft, to pass the following resolution pursuant to Section 129 (6) of the Malaysian Companies Act, 1965:- That Dato Ir. Goh Nai Kooi @ Gah Mai Kwai, a Director who retires in compliance with Section 129 of the Malaysian Companies Act, 1965 after having attained the age of seventy (70) years, be hereby re-appointed as a Director of the Company to hold offce until the conclusion of the next Annual General Meeting. 6 8 To consider and if thought ft, to pass the following resolution pursuant to Section 129 (6) of the Malaysian Companies Act, 1965:- That Dato Ir. Lai Pin Yong, a Director who retires in compliance with Section 129 of the Malaysian Companies Act, 1965 after having attained the age of seventy (70) years, be hereby re-appointed as a Director of the Company to hold offce until the conclusion of the next Annual General Meeting. 7 9 To re-appoint Messrs. PKF as Auditors of the Company and to authorise the Board of Directors to fx their remuneration. 8 10 Special Business Authority to Directors to issue ordinary shares pursuant to Section 132D of the Malaysian Companies Act, 1965. 9 11 Special Business Continuing in offce as an Independent Non-Executive Director. To retain Encik Abdul Rahman Bin Ahmad as Independent Non-Executive Director of the Company. 10 (Please indicate with an X in the spaces provided how you wish your votes to be cast on the resolutions specifed in the Notice of Twelfth Annual General Meeting. If this Form of Proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain from voting at his/her discretion.) Dated this day of 2014 Signature/Common Seal of Member Notes:- (i) Only depositors whose names appear in the Record of Depositors as at August 22, 2014 be regarded as members and entitled to attend, speak and vote at the meeting. (ii) Subject to the paragraph below, a member of the Company entitled to attend and vote at the above meeting may appoint not more than 2 proxies of his/her own choice to attend and vote at the same meeting. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act 1965 shall not apply to the Company. (iii) Where a member of the Company is an authorised nominee as defned under the Securities Industry (Central Depositories) Act, 1991which holds ordinary shares in the Company for multiple benefcial owners in one securities account (omnibus account), there is no limit to the number of proxies which the authorised nominee may appoint in respect of each omnibus account it holds. (iv) If a member appoints up to 2 proxies, the member must specify the proportions of his/her holding to be represented by each proxy, otherwise the appointment will be invalid. Return of a duly completed Form of Proxy will not preclude a member from attending and voting personally at the meeting. (v) An instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an offcer or attorney duly authorised in that behalf. (vi) To be valid, the duly completed Form of Proxy must be deposited at the registered offce of the Company at 52-C Rangoon Road, 10400 Penang, not less than forty-eight (48) hours before the time set for the meeting or any adjournment thereof. JMR Conglomeration Bhd. 592280-W (Incorporated in Malaysia) FORM of PROXY Number of Ordinary Shares held The Company Secretary JMR Conglomeration Bhd. 592280-W (Incorporated in Malaysia) 52-C, Rangoon Road 10400 Penang Malaysia Affx Stamp Please fold across the lines and close Please fold across the lines and close Over Three Decades in Road Paving, Infrastructure and Property Development JMR Congl omerat i on Bhd. 592280-W
A Public Listed Company on Bursa Malaysia Securities Berhad since 2004
65, Sri Bahari Road 10050 Penang, Malaysia Tel : (604) 264 4992 / 4993 Fax : (604) 264 5122 Email : hq3@jmr.com.my www.jmr.com.my