Pantech Group Holdings Berhad Annual Report 2013

Pantech Group Holdings Berhad (733607-W)
annual report 2013

2
Financial Highlights
Corporate Information
Group Structure
Directors Profile
Executive Chairmans Statement
Management Review of Operations
and Financial Results
Corporate Social Responsibility Activities
Corporate Events
Audit Committee Report
Statement on Risk Management and Internal Control
Corporate Governance Statement
Additional Compliance Statement
Financial Statements
List of Properties
Notice of Seventh Annual General Meeting
Appendix I
Analysis of Shareholdings
Analysis of ICULS Holdings
Analysis of Warrant Holdings
Proxy Form
01
02
03
04
06
09
12
14
16
19
21
28
32
134
135
139
140
143
145
c
o
n
t
e
n
t
s
annual report 2013
1
REVENUE
RM000
511,595
09
401,578
10
335,779
11
434,604
12
635,663
13
PROFIT AFTER TAXATION
RM000
61,459
09
50,871
10
28,980
11
34,223
12
56,063
13
EARNING PER SHARE
sen
16.43
09
13.60
10
6.45
11
7.60
12
11.73
13
SHAREHOLDERS EQUITY
RM000
199,885
09
232,891
10
317,268
11
337,230
12
377,019
13
Revenue in FYE2013
improved by
46.3% to
RM635.66 million
whilst PAT improved
63.8% to
RM56.06 million
NTA stands at
RM377.02 million
translating to a
NTA/share
of RM0.74
Total net dividend
declared for FYE2013 is
RM23.18 million,
representing
41.3% of our PAT
FYE
28 Feb 2009
511,595
95,507
82,002
61,459
61,459
75,000
199,885
409,107
199,885
160,798
16.43
N/A
11,231
3.00
0.53
FYE
28 Feb 2010
401,578
78,023
66,758
50,871
50,871
75,000
232,891
390,775
232,891
119,560
13.60
N/A
15,716
4.20
0.62
FYE
28 Feb 2011
335,779
48,191
37,369
28,980
28,994
90,387
317,268
522,054
317,268
141,657
6.45
6.15
13,722
3.30
0.70
FYE
29 Feb 2012
434,604
62,905
47,198
34,223
34,232
90,530
337,230
596,573
337,230
192,770
7.60
5.91
15,728
3.50
0.74
FYE
28 Feb 2013
635,663
102,115
80,255
56,063
56,066
102,201
377,019
699,222
377,019
256,455
11.73
9.19
23,175
4.60
0.74
Ringgit Malaysia (RM'000)
Revenue
EBITDA
Prot Before Tax
Prot After Tax
Prot Attributable to Shareholders
Paid-Up Capital
Shareholders' Equity
Total Assets
Total Net Tangible Assets
Total Borrowings
Basic Earnings Per RM0.20 Share (sen)
Diluted Earnings Per RM0.20 Share (sen)
Total Net Dividend Declared
Net Dividend Per RM0.20 Share (sen)
Net Tangible Assets Per Share (RM)
GROUP FIVE-YEAR SUMMARY
FINANCIAL
HIGHLIGHTS
annual report 2013
2 Pantech Group Hold ddding ing ng ng ing ings B s Berh erhad a (77336 360 336 7-W)
annual report 2013 3
2
BOARD OF DIRECTORS
Dato Chew Ting Leng
Executive Chairman / Group Managing Director
Dato Goh Teoh Kean
Group Deputy Managing Director
Mr. Tan Ang Ang
Executive Director
Mr. To Tai Wai
Executive Director
Mr. Tan Sui Hin
Independent Non-Executive Director
Mr. Loh Wei Tak
Tuan Haji Yusoff Bin Mohamed
Datuk Faizoull Bin Ahmad
Non-Independent Non-Executive Director
Ms. Ng Lee Lee
Executive Director
SHARE REGISTRAR
MEGA CORPORATE SERVICES SDN. BHD.
(Company No.: 187984-H)
Level 15-2, Bangunan Faber Imperial Court
Jalan Sultan Ismail
50250 Kuala Lumpur
Tel No. : 03-2692 4271
Fax No. : 03-2732 5388
PRINCIPAL BANKERS
AmBank (M) Berhad
CIMB Bank Berhad
Citibank Berhad
Hong Leong Bank Berhad
HSBC Bank Malaysia Berhad
HSBC Bank Plc
OCBC Bank (Malaysia) Berhad
The Bank of Nova Scotia Berhad
United Overseas Bank Limited
United Overseas Bank (Malaysia) Berhad
SOLICITORS
Adi Radlan & Co.
Ng Kee Chong & Co.
AUDITORS
Messrs SJ Grant Thornton
(Member of Grant Thornton International Ltd)
Chartered Accountants
Unit 29-08, Level 29, Mailbox 227
Menara Landmark
12, Jalan Ngee Heng
80000 Johor Bahru
STOCK EXCHANGE LISTING
Main Market
Bursa Malaysia Securities Berhad
STOCK CODE: 5125
AUDIT COMMITTEE
Chairman
Mr. Tan Sui Hin
Members
Mr. Loh Wei Tak
REMUNERATION COMMITTEE
Chairman
Members
Dato Chew Ting Leng
Mr. Tan Sui Hin
NOMINATION COMMITTEE
Chairman
Mr. Loh Wei Tak
Members
Mr. Tan Sui Hin
COMPANY SECRETARIES
Ms. Lim Seck Wah (MAICSA NO.: 0799845)
Ms. Liang Siew Ching (MAICSA NO.: 7000168)
REGISTERED OFFICE
Jalan Sultan Ismail
50250 Kuala Lumpur
Tel: 03-2692 4271
Fax: 03-2732 5388
CORPORATE
INFORMATION
annual report 2013
3 Pan Pantec te h G h Grou roup H p Hold olding ings B s Ber erhad ad (73 (73360 6 7-W)
annual report 2013
3
Pantech Steel Industries Sdn. Bhd. 100%
Pantech Stainless & Alloy Industries Sdn. Bhd. 100%
Panao Controls Pte. Ltd. 100%
70% JC Flow Controls Pte. Ltd.
Nautic Steels Sdn. Bhd. 100%
Pantech International (KSA) Sdn. Bhd. 90%
Nautic Steels (Holdings) Limited 100%
100% Nautic Steels Limited
Pantech Corporation Sdn. Bhd. 100%
100% Pantech (Kuantan) Sdn. Bhd.
100% Jayee Holdings Sdn. Bhd.
40% Tuah Nusa Sdn. Bhd.
GROUP
STRUCTURE
annual report 2013
4
DATO CHEW TING LENG
Executive Chairman / Group Managing Director
Dato Chew Ting Leng, Malaysian, aged 58, is one of the
co-founders of the Group. He has more than 30 years of
experience in the PFF solutions industries. He was
appointed as Group Managing Director and Executive
Chairman of Pantech Group Holdings Berhad (PGHB) on
11 November 2006 and 13 November 2006 respectively.
He is a member of the Remuneration Committee.
He does not hold any directorships in any other public
companies.
DATO GOH TEOH KEAN
Group Deputy Managing Director
Dato Goh Teoh Kean, Malaysian, aged 57, graduated
with Diploma in Commerce (Financial Accounting) from
Tunku Abdul Rahman College.
He has more than 20 years of experience in the PFF
solutions industry. He is one of the co-founders of the
Group and was appointed as the Group Deputy
Managing Director on 11 November 2006. He is
responsible for the nancial functions of the Group.
companies.
TAN ANG ANG
Executive Director
Mr Adrian Tan, Malaysian, aged 57, was appointed as
Executive Director on 11 November 2006. He is
responsible for the overall operation and performance of
the Groups manufacturing business and is also the
Managing Director of Pantech Steel Industries Sdn. Bhd.,
Pantech Stainless & Alloy Industries Sdn. Bhd. and
Nautic Steels Limited. He obtained his professional
Diploma from the Chartered Institute of Marketing in
1989. He does not hold any directorships in any other
public companies.
TO TAI WAI
Executive Director
Mr David To, Malaysian, aged 42, was appointed as
Executive Director on 11 November 2006. He started his
career in Pantech Corporation Sdn. Bhd. since 1989 and
has more than 20 years of experience in the PFF
solutions industries. He is primarily responsible for the
domestic, international and project sales activities of the
Groups trading division and trading operation in
Malaysia.
companies.
NG LEE LEE
Executive Director
Ms Ng Lee Lee, Malaysian, aged 46, was appointed as
Executive Director on 8 May 2013. She is primarily
responsible for the human resources, administration and
project sales division. She started her career in Pantech
Corporation Sdn Bhd since 1990.
She does not hold any directorships in any other public
companies.
DIRECTORS
PROFILE
annual report 2013
5
TAN SUI HIN
Mr Tan Sui Hin, Malaysian, aged 63, was appointed as an
Independent Non-Executive Director on 30 November
2006. He graduated with a Diploma in Mechanical
Engineering from Ungku Omar Polytechnic in 1971. He
has more than 35 years of experience in the
manufacturing and building engineering eld.
He is the Chairman of the Audit Committee.
He is also a member of both the Nomination and
Remuneration Committees.
companies.
LOH WEI TAK
Mr Loh Wei Tak, Malaysian, aged 40, was appointed as
an Independent Non-Executive Director on 30 November
2006. He is a qualied accountant and a member of the
Malaysian Institute of Accountants. He completed his
Bachelor of Business Degree (Majoring in Accounting)
from Monash University, Melbourne, Australia in 1994
and was admitted to Certied Practicing Accountant
from Australia in 1998. In 2000, he was admitted as a
Chartered Accountant to the Malaysian Institute of
Accountants.
He is the Chairman of the Nomination Committee.
He is a member of the Audit Committee.
companies.
TUAN HAJI YUSOFF BIN MOHAMED
Tuan Haji Yusoff Bin Mohamed, Malaysian, aged 62, was
appointed as an Independent Non-Executive Director on
10 August 2007. He graduated from University
Kebangsaan Malaysia with a Bachelor Degree in
Economics (Hons). He has more than 25 years of
experience in the oil and gas industry.
He is the Chairman of the Remuneration Committee and
a member of both the Audit and Nomination Committees.
companies.
DATUK FAIZOULL BIN AHMAD
Non-Independent Non-Executive Director
Datuk Faizoull Bin Ahmad, Malaysian, aged 53, was
appointed as a Non-Independent Non-Executive
Director on 11 June 2013. He graduated from Virginia
Commonwealth University, United States with a Master
in Public Administration.
He joined FELDA as an Administrative Ofcer from 1986
until 2003. Subsequently he was promoted to Assistant
General Manager, FELDA Wilayah Persekutuan in 2003
and General Manager, FELDA Wilayah Persekutuan in
2005.
He was promoted to Director, Department of Innovation
and Development for new generation, FELDA in 2010. He
relinquished position as Deputy Director General
(Community Development) and assumed the position of
Director General of FELDA since 2011 until to date.
companies.
OTHER INFORMATION:-
Directors Shareholdings
Details of Directors Shareholdings in the Company are as disclosed on page 34 and page 141 of the Annual Report 2013.
Family relationship with Directors and or Major Shareholders
Dato Chew Ting Leng and his spouse, Datin Shum Kah Lin are substantial shareholders of Pantech Group Holdings Berhad (PGHB)
by virtue of their substantial shareholdings in CTL Capital Holding Sdn Bhd pursuant to Section 6A of the Companies Act 1965.
Dato Goh Teoh Kean and his spouse, Datin Lee Sock Kee are substantial shareholders of PGHB by virtue of their substantial
shareholdings in GL Management Agency Sdn Bhd pursuant to Section 6A of the Companies Act 1965.
Conict of Interest
All directors have no family relationship with each other or major shareholders of PGHB. They have no conict of interest with PGHB.
Conviction of Offences
All Directors have no convictions of offences within the past 10 years save for trafc offences, if any.
Attendance at Board Meetings
The attendance of the Directors is disclosed in the Corporate Governance Statement on page 24 of the Annual Report 2013.
DIRECTORS
PROFILE
contd
annual report 2013
annual report 2013
Dear Shareholders,
2012 has been a very exciting year for Pantech Group Holdings
Berhad and I have the utmost pleasure of reporting the Groups
considerable achievements on behalf of the Board of Directors.
Pantech Group turned the year in on 28 February 2013 with a
record increase of 46.3% or RM201.06 million in revenue, from
RM434.60 million to RM635.66 million. And, net prot rose
correspondingly to RM56.06 million, up 63.8% or RM21.84 million
from the RM34.22 million recorded in the previous nancial year.
EXECUTIVE CHAIRMANS
STATEMENT
6
7 Pantech Group Holdings Berhad (733607-W)
annual report 2013
The strengthening of our core capability as shared in
our Annual Report last year, in particular in
Manufacturing has proven to be a most opportune and
strategic move. The UK-based Nautic Group which we
acquired in March 2012 has contributed signicantly to
the Group revenue. We are happy to note that revenue
from the increased total manufacturing output which
involve carbon steel, stainless steel, nickel alloy and
copper nickel pipes and ttings, is double of the
revenue recorded in the last nancial year. Of the highly
positive income for our FY2013, the Manufacturing
Division contributed RM250.92 million or about 39.5%
of the total Group revenue.
Contributions from our Trading Division was also up at
RM384.74 million, an increase of approximately 24.8%
and accounting for 60.5% of the Group revenue. This
40:60 revenue contribution ratio for Manufacturing
Division and Trading Division met the target ratio set
earlier. As manufacturing capacity grows, we have set a
target to achieve a 50:50 Manufacturing and Trading
contribution ratio by 2015.
The oil and gas sector continues to be our prime
market and we are condent that contributions from the
oil and gas sector to the Group revenue will remain
strong as it continues to be the leading choice of fuel
for the world. Closer to home, the new oil and gas
discoveries off the shores of Malaysia and the on-going
investments are expected to intensify capital
investment in this sector. This augurs well for Pantech
Group.
Malaysia remained our key revenue contributor at 60%
of Group revenue. This is slightly lower than the 66%
recorded in FY2012. However, quantum-wise, it is still a
substantial contribution of RM381 million and is in line
with the Groups expectation as the Pantech brand is
already well-established in the local market here.
We are pleased to report that revenue generated from
countries other than Malaysia has increased to 40%
from the previous year of 34%. This is mainly because
Pantech Group has managed to stretch into new
countries through the Nautic Group. We now have
product presence in South America in particular
Colombia and Brazil, bringing to a total of 59 countries
worldwide which are now using our products.
Nautic Group has not only enlarged our manufacturing
capability and capacity; it has also enlarged our
product range and market footprint. The merger
process has been smooth and it now operates
seamlessly under the Pantech Group. We have chosen
to retain the Nautic brand as it is already established
amongst its customer base. Nautic Group has been
performing and contributed positively to the Group with
a revenue of RM46 million in FY2013.
As we optimise the manufacturing capacity at Nautic
Group, the need to expand arose. To this end, we are
investing in an approximate 55,000 square feet of land
with an existing factory lot, located just 5 minutes walk
away from the current factory in Tamworth, United
Kingdom. This factory lot acquired at a purchase
consideration of GBP1.24 million will serve as a base
for both production and warehouse to augment the
current capacity. This expansion will increase the
Nautic land size by 50% to an approximate total land
area of 101,450 square feet.
With the increased capacity, we are also able to
expand the product range. At the time of acquisition,
Nautic Group was producing mainly copper-nickel
ttings and anges. Nautic have been certied by
Lloyds Register to manufacture products to NORSOK
M650 standard for its nickel alloy ttings. Developed by
the Norwegian petroleum industry, the NORSOK
standards ensure adequate safety, value adding and
cost effectiveness for oil and gas industries by
providing a set of qualication requirement to verify that
the manufacturer has sufcient competence and
experience to meet the oil and gas acceptable
practices. We are pleased to update that Nautic Steel
facilities was veried to have meet the requirement.
Plans are now afoot to add to the production list, nickel
alloy items such as duplex and super duplex which are
experiencing growing demands.
EXECUTIVE CHAIRMANS
STATEMENT
contd
annual report 2013
annual report 2013
8
The efforts at Nautic Group will strengthen our
positioning as a One-Stop Pipes, Valves and Fittings
(PVF) Solution Provider as well as our track record.
Being a One-Stop Centre for PVFs has worked in our
favour, enabling Pantech Group to tap deeper into our
markets and compete advantageously in tenders. With
an inventory that stands at 28,000 product items valued
at RM259.2 million as at FYE 28 February 2013, we are
able to deliver on-demand basis. We are not
constrained by factory production lead-time. And this is
a reputation that Pantech Group will continue pursue.
The investment that the Group pumped into the new
plant for Pantech Stainless & Alloy Industries Sdn Bhd
(PSA) turned black in the last quarter of FY2013.
Production capacity at this factory is at 14,400 metric
tonnes per annum. Although there is ongoing
anti-dumping suit on welded stainless steel pipes from
Malaysia, Vietnam and Thailand brought on by the
International Trade Administration of the Department of
Commerce of the United States of America, we
anticipated its impact to be minimal should the suit
follows through as we have begun mitigation activities.
Pantech Group is also investing into a piece of 7-acre
land adjacent to the 26-acre holding we have in Zone
12B in Pasir Gudang Industrial Estate. This total of 33
acres in one location will provide us the land bank for
future expansion at the same address. Utilisation of the
26-acre portion is progressing well with the building of
the 60,000 square feet Corporate Ofce expected to
complete soon. We are targeting to operate from one
address for operations, production, warehouse and
management in Q4 this year.
Having weathered the internal learning curve and the
changing dynamics of the world economy including the
ongoing delicate Eurozone, Pantech Group has come
out stronger, learning along the way. We have
continued to deliver higher revenue at the end of each
nancial year.
While we are condent that the demand for our
products and services will continue as oil and gas
market burgeons, we are not resting on our laurels. To
continue to enhance our preferred vendor status, we
are constantly raising our own benchmark of standards,
quality and service. Growth is not an option. We are
always on the lookout for opportunities and do not rule
out acquisitions of good value companies. We hold
ourselves accountable for the continuous protability of
Pantech Group that it may in turn, enable us to share
the wealth with our loyal shareholders.
Pantech Group has paid out RM17.03 million in three
single tier dividends in October 2012 and, January and
April 2013. And we believe loyalty should be
acknowledged. Should our loyal shareholders approve,
a nal single tier dividend of 1.2 sen per ordinary share
of RM0.20 each amounting to approximately RM6.14
million for the nancial year 28 February 2013 will be
paid out, bringing the total dividend payout to RM23.18
million or 41% of our total net prot for FY2013.
CORPORATE GOVERNANCE
The Group has been protable for 26 years now. We
celebrated our 25th year milestone last year.
Throughout the years, Pantech is and has always been
dedicated to providing and promoting a business of
trust, reliability and integrity through our products and
services. Ethics and principles are upheld in our
dealings, as with respect for society. We will work hard
to always embody these values as the Group
progresses and grows.
Our corporate governance statement and reports are on
pages 21 to 27.
ACKNOWLEDGEMENTS
As I undertake this report each year of our 7 years as a
public listed company, I am extremely cognizant of the
stark fact that Pantech Group will not be bearing such
fruits as you see today without the commitment and
loyalty of my directors, management and staff. The
relentless support of our business partners and
stakeholders are also major contribution factors to the
Groups success. My heartfelt appreciation goes out to
all who have believed and continue to believe in the
Pantech story, and this includes all our valued loyal
shareholders. We will continue to communicate in a
transparent manner and on this note, I am very pleased
to inform that our Executive Director Adrian Tan was
named Best CEO for IR - Small Cap at the Malaysian
Investor Relations Awards 2013 recently.
A business without customers is no business at all. For
this, I must note that Pantech Group is very privileged
to be serving a large and diverse group of customers,
of whom some have been with us since the beginning.
We hope to continue this relationship long into the
future.
And it is future that continues to look bright for Pantech
in line with the performance of the oil and gas sector as
demand for energy remains unabated. The global
demand continues to grow and the oil and gas industry
searches for new sources. The combination of the
knowledge and established experience of Nautic Group
in the niche marine oil and gas sector together with
Pantech Groups own, we are in a good position as
now increasingly, oil and gas are found in challenging
areas such as deep waters.
We are condent Pantech Group will continue to
maintain our market position as the one-stop Pipes,
Valves and Fittings (PVF) Solution Provider.
DATO CHEW TING LENG (JIMMY)
Executive Chairman
EXECUTIVE CHAIRMANS
STATEMENT
contd
annual report 2013
9
MANAGEMENT REVIEW OF
OPERATIONS AND FINANCIAL RESULTS
FINANCIAL
Revenue contribution from our manufacturing division
doubled from RM126.44 million last nancial year to
RM250.92 million. Revenue recognition from Nautic
Group was immediate and this was reected in the
increased manufacturing contribution. The transition
and merging of Nautic into Pantech Group was smooth
and we managed to retain key personnel, resulting in a
manufacturing revenue contribution of 18% from Nautic
Group.
In Malaysia, both Pantech Steel Industries Sdn. Bhd.
(PSI) and Pantech Stainless & Alloy Industries Sdn.
Bhd. (PSA) which are manufacturing entities increased
their operations and sales activities. Along with this, the
revenue contributions were also higher at 54% and 28%
for FY2013 for PSI and PSA respectively.
PSA is also fast building up its reputation and brand
among customers in country and overseas. This was
seen from the doubling of its sales from FY2012 to
FY2013. With tight cost control by the management
while increasing output of stainless steel pipes and
ttings, PSA broke even in 4Q FY2013.
Revenue contributions from our trading division was also
up at RM384.74 million, an increase of approximately
25%. This higher revenue came mainly from improved
sales demand from the oil and gas sector with on-going
and new projects in Malaysia.
Overall, the RM635.66 million group revenue registered
was also translated to higher prot. The Group prot
margin picked up, from 10.86% Profit Before Tax
(PBT) margin in FYE2012 to 12.63% PBT margin in this
nancial year.
The strengthening of our manufacturing capabilities was
accompanied by tighter supply chain and operation
monitoring, resulting in better cost control. Although cost
rose with the larger operations scale and sales activities
at PSI and PSA, we were able to offset it by selling more
high value and niche market items such as long bends
that have a better margin. Likewise, Nautic Group has
good protability due to its niche products.
Increased efficiency and consistent cost control
produced a cost of business that is comparable to the
previous year while giving a 25% increase in sales. This
enabled a higher conversion of sales to prot for the
trading division.
As a Group, Pantech aims for Operational Excellence
where cost of business and operations remains highly
efcient and only cost of goods sold increase in tandem
with sales. To attain this, we are monitoring closely
the process and manpower productivity. By achieving
Operational Excellence, we will be able to turn increased
revenue to better prot increment.
The gearing level of the Group has increased from
0.58 as at FYE 29 February 2012 to 0.68 as at FYE
28 February 2013, which is still a relatively low level.
The slightly higher gearing is partly attributable to the
nancing of the expansion and acquisition of Nautic,
as well as higher working capital required for increased
inventory and sales level. Pantech continuously builds
comprehensive ranges of products within our inventory
and this has been our edge as we are able to fulll short
sales-to-delivery turnaround time.
The monies raised through ICULS in early 2011 have
been fully utilised in this nancial year according to plan;
they were put to good use as working capital and for
manufacturing capacity expansion and acquisition of
Nautic Group. Pantech Group monitors our current and
expected liquidity requirement and constantly exercises
nancial prudence to maintain the appropriate cash
level. Healthy working capital and cash ow is one of
the foci of our nancial management; it will enable us to
capitalise on opportunities that arise and to weather any
setback that may arise from economic downturn. This
was demonstrated when Pantech Group acquired the
Nautic Group in United Kingdom in March last year. The
management will continue to exercise prudent capital
management to ensure that the Group is always nimble
and able to move swiftly in on market opportunities.
The dividends paid out so far amounted to 3.40 sen per
ordinary share. These dividends were paid out in 3 tiers
throughout our nancial year:
- On 26 July 2012, we announced an interim
dividend of 1.00 sen for every RM0.20 ordinary
share and this was paid on 23 October 2012.
- The second interim dividend of 1.20 sen for every
RM0.20 ordinary share was announced on 17
October 2012 and the payout was on 16 January
2013.
- The third interim dividend of 1.20 sen for every
RM0.20 ordinary share was announced on 22
January 2013. This dividend was paid on 17 April
2013.
For the nancial period under review of 1 March 2012 to 28 February 2013, Pantech Group has notched some
signicant achievements which afrmed the Group strategy of expanding manufacturing to drive sustainable growth.
From the improved segmental revenue contribution from manufacturing arising from higher manufacturing capacity
and output, the contribution from newly acquired Nautic Group to diversication of niche products production, the
signs point to a smoother path ahead barring unforeseen circumstances.
annual report 2013
10
contd
Pantech Group has also proposed a single-tier nal
dividend of 1.20 sen per ordinary share, which is subject
to shareholders approval at the Seventh Annual General
Meeting on 29 August 2013. Upon approval, the total
dividend for FY2013 is 4.60 sen per ordinary share and
the total payout is at approximately 41% of the Groups
net prot or RM23.18 million.
CAPACITIES AND MANUFACTURING
Pantech Group now has a combined manufacturing
capacity of almost 33,000 metric tonnes in Malaysia and
GBP12 million in United Kingdom. The PSI plant in Klang
is running full steam at 18,500 metric tonnes capacity
per annum, 1,500 metric tonnes more than last years
17,000 metric tonnes. It produces carbon steel ttings
mainly for markets outside Malaysia and high frequency
induction long bends for Malaysian market. However,
word about the good quality of long bends produced by
PSI has spread and we are now receiving more orders
from overseas.
PSA with a capacity of 14,400 metric tonnes per annum
on single shift, is churning out stainless steel pipes and
ttings. We have started producing 16-inch pipes and
are able to provide a more complete range of stainless
steel products for local and export markets. At the same
time, production of ttings of sizes up to 12 inches
also commenced. This is in addition to the production
of fittings up to 8 inches that started last financial
year. We now have a more complete range of stainless
steel pipes and ttings ready at hand, in stock and we
anticipate better contribution from PSA next year. We
are rebalancing the production ratio towards a higher
output of stainless steel ttings which command higher
margins as they are value-added items.
The acquisition of Nautic Group is the first merger
and acquisition for Pantech Group. Extra efforts were
put in to ensure a smooth transition of acquisition and
technology sharing. The hard work bore good fruits as
Nautic managed to retain key management staff and
continues to deliver revenue and prot, post acquisition.
Pantech value added the acquisition by channeling
resources to improve processes, modernise machineries
and equipment, enhance range and quality of stocks so
as to shorten delivery time. Plans are afoot to increase
the capacity of Nautic, investment has been committed
into a factory lot and new machineries.
MARKET
The acquisition of Nautic Group expanded Pantechs
market reach by 36 countries, bringing it to a total of 59
countries in which Pantechs products are being used
in.
Pantech Group is now concentrating on enlarging our
footprint within these countries and growing deeper
roots to build rm market presence.
To this end and closer to home, in the Southeast Asian
region, Pantech Group is making rmer inroads into
the Indonesian market in particular via PSI and PSA. In
FY2013, sales/orders increased and we see encouraging
signs in this neighbouring country.
Another identified growth area for Pantech Group
now lies in Latin America, where we already have
established presence with Petrobras, the 7th biggest
energy company in the world and the largest company
in the Southern Hemisphere by market capitalization.
More than USD300 billion is expected to be invested in
the Brazilian oil and gas sector over the next 10 years;
and through our track record and the wider range of
products that we now offer, we believe that we are able
to enlarge our footprint in this market and grow with its
potential.

Beyond just the product presence in these eminent oil
and gas corporations, we take heart that products from
Pantech Group have met the stringent requirements set
by the companies. We believe it will help open doors to
more similar entities in the future.
Continuous marketing of our products and services is
an important pillar in our business. To be present and
visible in the core sector that we serve, we participated
in several oil and gas exhibitions. Being amongst notable
industry players also provided us the opportunity to be
updated and gain invaluable insights on the oil and gas
industry. On this note, we are pleased to mention that
Pantech products are used in almost all the top oil and
gas producing countries in the world, and participating in
conferences and exhibitions enables us to network and
touch base with our existing and potential customers.
In the financial year under review, Pantech Group
participated 5 key exhibitions:
- Tube Fair in Dusseldorf, Germany on 26 - 30
March 2012
- Malaysian Services Exhibition @ Project Qatar
2012 in Doha, Qatar on 30 April - 3 May 2012
- 3rd Asian Subsea Conference and Exhibition
(SUBSEA ASIA) in Kuala Lumpur, Malaysia on 3 -
5 October 2012
- International Oil and Gas Symposium 2012 (IOGS
2012) in Universiti Teknologi Malaysia, Johor,
Malaysia on 7 - 8 November 2012
- 18th International Oil and Gas Exhibition and
Conference (OSEA) in Marina Bay Sands,
Singapore on 27 - 30 November 2012
annual report 2013
11
contd
STREAMLINING OPERATIONS
Aggressive growth can only be achieved and maintained
when it is supported by well-administered and
streamlined management. Pantech Groups plans to
consolidate administration and management, production
and warehousing onto one site is well underway. The
construction of the new Corporate Head ofce in Zone
12B in Pasir Gudang where PSA factory and new
warehousing facilities are already located, is progressing
well. The management anticipates to move into the
ofce in Q3 FY2014.
All 26 acres of the land that Pantech Group holds in
Zone 12B have been utilised as we streamline into a
single address for our operations down South.
OUTLOOK AND CHALLENGES
As a group in which both our trading and manufacturing
divisions deal with the supply of pipes, valves and
fittings that form the fluid transmission solutions in
particular for the oil and gas industry, our outlook is tied
closely to the fortune of the very sector that we serve.
The future outlook of the oil and gas industries continues
to be bright as demand grows. Regionally, we see that
the demand for energy will continue to rise as society
advances through the improvement of technology, and
the rapid pace of economic expansion especially in
Southeast Asia.Globally, the Pipeline and Gas Journals
2013 survey indicated that 116,837 miles of pipelines
are planned and under construction worldwide. Of these,
83,806 represent projects in the planning design phase.
We believe that Pantech will be able to get a few miles
of these new developments.
Pantech also aims to benet from the Petronas ve-
year, RM300 billion capital expenditure, and its RM60
billion Rapid (Renery and Petrochemicals Integrated
Development) project of 6,300 acres in Pengerang,
Johor. With the new government in place, we anticipate
the investment by the oil and gas sector to maintain
momentum even though the current progress at Rapid
is slow in moving.
We are regularly faced with new challenges as the
Group expands and grows. With the experience of PSA,
we now have the experience of managing raw material
prices in particular the materials used for stainless steel
and nickel alloy products. Overcoming one challenge,
we are presented with another - the minimum wage
for laborers policy comes into effect this year and will
eat into prots. It is not a cost easily passed on to
customers.
Quality talents and retaining talents is another challenge.
In a growing economy like Malaysia, talents are spoilt
for choice in employment opportunities and the loyalty
are more often than not, driven by monetary rewards.
Businesses are faced with paying high emolument
packages that do not necessarily commensurate with
experience.
With the uncertainties of the world economy, political
situations and other challenges faced, Pantech
Group has performed better than expected in the last
nancial year. The coming years will be a test of the
Group strategy. We strongly believe our combination
of technical knowledge, expertise, ability, reputation
and track record gives us the edge in an increasingly
competitive market. We will continue to plough on
energetically and are condent that our hard work will
be rewarded.
annual report 2013
12
CORPORATE SOCIAL
RESPONSIBILITY ACTIVITIES
Corporate Social Responsibility (CSR) has always
been part of the Groups effort and we have seen
the impact that it has had on our employees,
communities and also our business.
As the company expands and progresses forward, Pantech
remains deeply committed to carrying out CSR activities by
creating a positive workplace environment and by contributing
to the communities in which we work and live in.
People are at the very heart of Pantechs CSR undertaking. Be
it within the Group itself or the community, our CSR focus is
very much about caring for people. As John C. Maxwell once
said, People dont care how much you know until they know
how much you care.
WORKPLACE
The wellbeing and morale of our staff are always a priority to
us. In November 2012, the Group commemorated its 25th
year anniversary with a joyous celebration with directors, key
management and staff of Pantech.
In addition to this special anniversary celebration, an annual
dinner and family day was held in January 2013 where
approximately 450 staffs and their family members were
treated to a fun-filled night of good food, entertainment
and games. Thoughts were also put in for children of staff -
clown shows and cultural performance were also part of the
programme. Held at the Amansari Residence Resort in Johor,
each staff went home with a lucky draw prize.
Pantech believes that education holds the key to a brighter
future and being well-equipped contributes towards getting a
child excited especially on the rst day of school. The Back
to School programme which has been an annual effort since
2007 took place on 29 November 2012. This programme
covers all Pantech staff in Malaysia - every staff of Pantech
received Tesco Vouchers worth RM100 for each primary
school-going child and RM120 for each secondary school-
going child. This care-for-staff programme is part of Pantechs
concern for its staff and is intended to lessen the education
burden especially for items such as stationeries, school
uniform and bag.

People are
at the very heart
of Pantechs
CSR undertaking.
annual report 2013
13
CORPORATE SOCIAL
RESPONSIBILITY ACTIVITIES
contd
COMMUNITY
Caring for the community around us is fundamental to
developing society. Extending a helping hand to organisations
who care for our future generation, donations of RM3,000 each
were presented to:
i) Pusat Kebajikan Care Haven Bhd, a charitable organization
that provides care and full-lodging services for less
fortunate children.
ii) Careheart Association Johor Bahru, an organization that
provides services and care to the intellectually disabled
young adults.
iii) Tabung Pengurusan Darul Hanan, an organization owned
by Johor Corporation that provides accommodation,
education and care to orphans and the needy.
The mind is more receptive when the stomach is not growling
all the time. As such, Pantech helped put food on the table for
3 families where there were 12 children altogether and one of
whom is a blind girl. Furniture and clothing were also donated
to these families.
While it is challenging for Pantech to employ dedicated talents
for the company, our primary aim is to rst retain the talents
that we have. Our goal throughout the Group is to maintain
a conducive, happy workplace which in turn will give rise to
happy employees, and happy employees increase productivity.
Giving the right benets to our staff while creating the joy of
working for a company that gives back to the society is the
path Pantech has taken towards a sustainable future for our
business.
annual report 2013
14
Sabah Oil & Gas
Conference & Exhibition
(SOGCE)
16 - 17 April 2013
OGA 2013
(The 14th Asean Oil, Gas &
Petrochemical Engineering Exhibition)
5 - 7 June 2013
Kuala Lumpur Convention Centre, Malaysia
CORPORATE
EVENTS
annual report 2013
15
3rd Asian Subsea
Conference & Exhibition
(SUBSEA ASIA)
3 - 5 October 2012
Malaysia Investor Relations
Awards 2013
Best CEO for IR - Small Cap
18th International Oil & Gas
Industry Exhibition & Conference
27 - 30 November 2012
CORPORATE
EVENTS
contd
16 16 16 Pantech Group Holdings Berhad (733607-W)
annual report 2013
16
AUDIT COMMITTEE
REPORT
The primary objective of the Audit Committee is to assist the Board in the effective discharge of its duciary
responsibilities for corporate governance, nancial reporting to shareholders and the public and the internal control.
The Audit Committee will adopt practices aimed at maintaining appropriate standards of responsibility, integrity and
accountability to all the Companys shareholders.
MEMBERSHIP
The Audit Committee is appointed by the Board and comprises the following members:-
Chairman
Mr. Tan Sui Hin : Independent Non-Executive Director
Members
Tuan Haji Yusoff Bin Mohamed : Independent Non-Executive Director
Mr. Loh Wei Tak : Independent Non-Executive Director
AUTHORITY
The Committee shall, in accordance with a procedure to be determined by the Board and at the cost of the Company:-
a) have authority to investigate any matter within its terms of reference;
b) have adequate resources and unrestricted access to any information from both internal and external auditors and
all employees of the Group in performing its duties;
c) have direct communication channels with the external auditors and person(s) carrying out the internal audit
function or activity;
d) be able to obtain external legal or other independent professional advice and to invite outsiders with relevant
experience to attend, if necessary; and
e) be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of
other directors and employees of the Company, whenever deemed necessary.
MEETINGS
The Chairman shall call a meeting of the Audit Committee if a request is made by any committee member, any
Executive Director, or the external auditors.
A minimum of two members present shall form a quorum provided both of whom present are independent directors.
The Committee shall meet with the external auditors and/or internal auditors without executive board members present
at least once a year. The Company Secretary shall act as Secretary of the Audit Committee or in her/his absence,
another person authorized by the Chairman of the Audit Committee.
There were ve (5) Audit Committee meetings held during the nancial year 2013. The details of attendance of
Committee members are as follows:-
Name of Committee Members Designation Attendance
Mr. Tan Sui Hin Chairman 5/5
Tuan Haji Yusoff Bin Mohamed Member 5/5
Mr. Loh Wei Tak Member 5/5
annual report 2013
17
AUDIT COMMITTEE
REPORT
contd
RESPONSIBILITIES AND DUTIES OF THE AUDIT COMMITTEE
The duties and responsibilities of the Committee shall include:-
a) To review and recommend the appointment of external auditors, the audit fee and any questions of resignation or
dismissal including the nomination of person or persons as external auditors;
b) To review with the external auditors, the audit plan and audit report;
c) To review with the external auditors, their evaluation of the system of internal controls;
d) To review the assistance and cooperation given by the employees of the Company to the external auditors;
e) To review the adequacy of the scope, functions, competency and resources of the internal audit functions and
that it has the necessary authority to carry out its work;
f) To review the internal audit programme, processes and the results and ndings of the internal audit processes or
investigation undertaken and whether or not appropriate corrective actions are taken on the recommendations of
the internal audit function;
g) To review the quarterly results and year-end nancial statements, prior to their submission for consideration and
approval by the board of directors, focusing particularly on:-
(i) changes in or implementation of major new or revised accounting policies;
(ii) signicant and unusual events; and
(iii) compliance with accounting standards and other legal and regulatory requirements;
h) To review any related party transaction and conict of interests situation that may arise within the company or
group including any transaction, procedure or course of conduct that raises questions of management integrity;
i) To review the competency, professionalism and independency of the external auditors;
j) To verify the allocation of options pursuant to a share scheme for employees at the end of each nancial year.
SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE
In line with the terms of reference of the Audit Committee, the following activities were carried out by the Audit
Committee during the nancial year ended 28 February 2013 in discharging its functions and duties:-
a) Reviewed the External Auditors scope of work and audit plans for the nancial year under review;
b) Reviewed the results of audit, the audit report and management letter with managements response;
c) Reviewed and approved the Internal Audit Plan and the Internal Audit Report;
d) Reviewed the quarterly and year-end nancial statements of the Group prior to submission to the Directors for
their perusal and approval. This was to ensure compliance of the nancial statements with the provisions of the
Companies Act, 1965, Malaysian Financial Reporting Standards, International Financial Reporting Standards and
applicable Listing Requirements of Bursa Malaysia Securities Berhad;
e) Reviewed the unaudited quarterly nancial results announcements before recommending them for the Board
approval;
f) Considered and recommended to the Board the re-appointment of External Auditors and their fees.
annual report 2013
18
AUDIT COMMITTEE
REPORT
contd
INTERNAL AUDIT FUNCTION
The Group has outsourced its internal audit function to an independent professional consulting rm to assist the
Audit Committee in discharging their responsibilities and duties. The role of the internal audit function is to undertake
independent, regular and systematic reviews of the system of internal controls so as to provide reasonable assurance
that such systems continue to operate satisfactory and effectively.
The professional fee incurred in respect of the internal audit function for the nancial year ended 28 February 2013 was
RM95,000.00.
The detail of internal audit functions during the period under review is stated in the Statement on Risk Management
and Internal Control of this Annual Report.

During the period under review, the Internal Auditors carried out the following activities:-
a) Presented and obtained approval from the Audit Committee the annual internal audit plan, its audit strategy and
scope of audit work;
b) Performed audits according to the annual internal audit plan, to review the adequacy and effectiveness of the
internal control system, compliance with policies and procedures and reported ineffective and inadequate
controls and made recommendations to improve their effectiveness;
c) Performed follow-up reviews in assessing the progress of the agreed managements action plans and report to
the management and Audit Committee.
EMPLOYEES SHARE OPTION SCHEME (ESOS)
The allocations of options were reviewed and veried by the Audit Committee to ensure compliance with the allocation
criteria determined by the Option Committee and in accordance with the By-Laws of the ESOS.
ESOS granted to Non-Executive Directors
A breakdown of the options offered to the Non-Executive Directors pursuant to the ESOS in respect of the nancial
year under review are as follows:-
No. of options
No. Names
Granted on
03.03.2010 Exercised
Expired/
Forfeited
Unexcersised
as at
28.02.2013
1. Tan Sui Hin 250,000 - - 250,000
2. Tuan Haji Abdul Karim Bin Ahmad
(resigned on 17.10.2012)
250,000 - (250,000) -
3. Tuan Haji Yusoff Bin Mohamed 250,000 - - 250,000
4. Loh Wei Tak 250,000 - - 250,000
ESOS granted to Directors and Senior Management
Pursuant to the Companys ESOS By-Laws, not more than 50% of the Companys shares available under the scheme
shall be allocated to Directors and Senior Management. At the commencement of the scheme on 3 March 2010, the
Company has granted 44.88% of ESOS to its Directors and senior management staffs.
Since commencement up to the nancial year under review, no new option has been granted.
annual report 2013
19
STATEMENT ON
RISK MANAGEMENT AND INTERNAL CONTROL
The Malaysian Code on Corporate Governance stipulates that the Board of Directors of a listed company should
maintain a sound system of internal control to safeguard shareholders investment and the Companys assets.
The system of internal control covers not only nancial controls but operational and compliance controls as well.
This Statement on Risk Management and Internal Control is made pursuant to paragraph 15.26(b) of the Listing
Requirements of Bursa Malaysia Securities Berhad.
In addition, the Group has requested that the external auditors to review this Statement in accordance to paragraph
15.23 of the Listing Requirements and Recommended Practice Guide 5 (RPG 5) issued by the Malaysian Institute
of Accountants. The Board is pleased to note that external auditors nd this Statement to be consistent with their
understanding of the internal control processes implemented by the Group during their review.
BOARD RESPONSIBILITY
The Board acknowledges its responsibility for the Groups system of risk management and internal control and for
reviewing adequacy and effectiveness of the system on an on-going basis. The system is designed to manage rather
than eliminate the risk of failure to achieve business objectives, and can only provide reasonable but not absolute
assurance against material misstatement, loss and fraud.
The Board also takes into consideration the need to balance the business risks and the potential returns to
stakeholders in its daily operations, with the dynamic business climate it operates in. The Board also recognises the
need for a concerted effort from the management, head of department and senior staff members in ensuring that the
integrity, effectiveness and adequacy of the control mechanism are monitored and maintained throughout the nancial
period.
ENTERPRISE RISK MANAGEMENT FRAMEWORK
The Board recognizes risk management as an important element of the business operations in order to identify and
evaluate principal risks and implement appropriate controls to manage signicant risks faced by the Group. As such,
the Board has adopted an Enterprise Risk Management (ERM) framework, which is developed within its risk appetite.
The Board has set up a Risk Management Committee (RMC) which comprises of Executive Directors and Senior
Management of the Group. Executive Directors, senior management personnel and Departmental Heads are
responsible for managing the risks of their respective business units, operational units and departments. Signicant
issues and risks are discussed during management meetings which are attended by Executive Directors and senior
management personnel. This process has been in place during the year under review and up to the date of approval of
this statement for inclusion in the annual report.
INTERNAL AUDIT FUNCTION
The internal audit function has been outsourced by the Group to a professional rm, who reports directly to the
Audit Committee. An internal audit charter and internal audit plan has been submitted and approved by the Audit
Committee.
For the nancial year under review, the internal auditors have carried out their review according to the approved internal
audit plan. The review covered the assessment on the adequacy and effectiveness of the Groups risk management
and internal control system. Upon completion of the internal audit, the internal audit observations, recommendations
and management comments were reported to the Audit Committee.
Total cost incurred for the internal audit function in respect of the nancial year ended 28 February 2013 was
RM95,000.
annual report 2013
20
STATEMENT ON
RISK MANAGEMENT AND INTERNAL CONTROL
contd
KEY ELEMENTS OF THE GROUPS INTERNAL CONTROL
The key elements of the Groups system of internal control include:
Responsibilities of the Board and management are defined to ensure effective discharge of roles and
responsibilities;
The Board and the Audit Committee meet every quarter to discuss matter raised by Management and lnternal
Audit on business and operational matters including potential risks and control issues;
The Board has established and documented a Schedule of Matters Reserved for the Board to facilitate the
effective reporting and operation of the Board at regular Board meeting. Major capital investment, acquisition,
disposals or any other transaction not in the ordinary course of business exceeding a certain threshold must be
referred to the Board for approval;
Management reports to the Board on material fndings and/or variances, if any, and the Board will review their
implications to the Group and advise accordingly;
Senior Management attends Management meetings on a regular basis to address budgets, operational and
nancial performance, business planning, control environment and other key issues;
Key personnel from respective subsidiaries provide monthly reports to the corporate offce on the subsidiaries'
performance;
Communication line has been established between subsidiaries, business units, divisions and employees
through internal memorandums, staff briengs and operational meetings to achieve the Groups overall business
objectives;
Close and active involvement of the Executive Directors in the day-to-day business operations of the Group; and
Health, Safety and Environmental Committee has been established for two business units in order to review and
ensure compliance with occupational safety and health policies and procedures on a continuous basis.
CONCLUSION
In reviewing the risk management and internal control system of the Group, the Board has, through the Audit
Committee, received reports from External Auditors and Internal Auditors in relation to ndings on risk management
and internal audit control system. In conrming that necessary actions have been or are being taken to remedy key
weaknesses identied from the review, the Audit Committee has tasked the Internal Auditors in carrying out an follow-
up review on the implementation of management action plans and reporting the results to the Audit Committee.
The Board has also received reasonable assurance from the Group Managing Director and Group Deputy Managing
Director that the Groups risk management and internal control system is operating adequately and effectively, in all
material respects.
There is no material internal control failures occurred during the nancial period that could have resulted in material
losses or contingencies. The Board is of the opinion that the internal control system in place is adequate and effective
at its current level of operations and will continuously strive to enhance the Groups system of risk management and
internal control in safeguarding shareholders investment and Companys assets.

annual report 2013
21
STATEMENT
The Board of Directors (the Board) of Pantech Group Holdings Berhad (Pantech or the Company) recognises
and subscribes to the importance of the principles and recommendations set out in the Malaysian Code on Corporate
Governance 2012 (the Code) as a key factor towards achieving an optimal governance framework and process in
managing the business and operational activities of the Company and its subsidiaries (the Group).
The Board believes that good corporate governance practices are pivotal towards enhancing business prosperity and
corporate accountability with the ultimate objective of realizing long-term shareholder value, whilst taking into account
the interests of other stakeholders. Hence, the Board is fully dedicated to continuously appraise the Groups corporate
governance practices and procedures to ensure that the principles and recommendations in corporate governance are
applied and adhered to in the best interests of the stakeholders.
The Statement below sets out the manner in which the Group has applied the principles of the Code and the extent of
compliance with recommendations advocated therein.
PRINCIPLE 1 - ESTABLISH CLEAR ROLES AND RESPONSIBILITIES OF THE BOARD AND MANAGEMENT
The Board recognises the key role it plays in charting the strategic direction of the Company and has assumed the
following principal responsibilities in discharging its duciary and leadership functions:
z reviewing and adopting a strategic plan for the Company, addressing the sustainability of the Groups business;
z overseeing the conduct of the Groups business and evaluating whether or not its businesses are being properly
managed;
z identify principal business risks faced by the Group and ensuring the implementation of appropriate internal
controls and mitigating measures to address such risks;
z ensuring that all candidates appointed to senior management positions are of sufcient calibre, including the
orderly succession of senior management personnel;
z overseeing the development and implementation of a shareholder communications policy, including an investor
relations programme for the Company; and
z reviewing the adequacy and integrity of the Groups internal control and management information systems.
To assist in the discharge of its stewardship role, the Board has established Board Committees, namely the Audit
Committee, Nomination Committee, Remuneration Committee and Risk Management Committee, to examine
specic issues within their respective terms of reference as approved by the Board and report to the Board with their
recommendations. The ultimate responsibility for decision making, however, lies with the Board.
Board Charter
The Directors and Management of the Company are aware of their respective roles and responsibilities, including
the limits of authority accorded. The Board recognizes the need to formalize the Board Charter to provide clarity and
guidance to Directors and Management on their respective role and to include a formal schedule of matters reserved
for deliberation and decision. The Board will look into the matter to formalize the Board Charter.
Code of Conduct and Whistle-Blower Policy
Though the Company has yet to formalize the Code of Conduct and Whistle-Blower policy, the Board has always
conducted themselves in an ethical manner while executing their duties and function.
Sustainability of Business
The Board is mindful of the importance of business sustainability and, in conducting the Groups business, the impact
on the environmental, social and governance aspects is taken into consideration. Accordingly, the Board will take
steps to formalize the Companys sustainability policy and embed the environment, social and governance elements in
its corporate strategy.
annual report 2013
22
STATEMENT
contd
PRINCIPLE 1 - ESTABLISH CLEAR ROLES AND RESPONSIBILITIES OF THE BOARD AND MANAGEMENT
contd
Supply of, and Access to, Information
The Board is supplied with relevant information and reports on nancial, operational, corporate, regulatory, business
development and audit matters, by way of Board reports or upon specic requests, for decisions to be made on an
informed basis and effective discharge of Boards responsibilities.
Good practices have been observed for timely dissemination of meeting agenda, including the relevant Board and
Board Committee papers to all Directors prior to the Board and Board Committee meetings, to give effect to Board
decisions and to deal with matters arising from such meetings. The Executive Directors and/or other relevant Board
members furnish comprehensive explanation on pertinent issues and recommendations by Management. The issues
are then deliberated and discussed thoroughly by the Board prior to decision making.
In addition, the Board members are updated on the Companys activities and its operations on a regular basis. All
Directors have access to all information of the Company on a timely basis in an appropriate manner and quality
necessary to enable them to discharge their duties and responsibilities.
Senior Management of the Group and external advisers are invited to attend Board meetings to provide additional
insights and professional views, advice and explanations on specic items on the meeting agenda. Besides direct
access to Management, Directors may obtain independent professional advice at the Companys expense, if
considered necessary, in furtherance of their duties. This procedure will be formalized for inclusion in the Companys
Board Charter.
Directors have unrestricted access to the advice and services of the Company Secretary to enable them to discharge
their duties effectively. The Board is regularly updated and advised by the Company Secretary who is qualied,
experienced and competent on statutory and regulatory requirements, and the resultant implications of any changes
therein to the Company and Directors in relation to their duties and responsibilities. The Company Secretary, who
oversees adherence with board policies and procedures, briefs the Board on the proposed contents and timing of
material announcements to be made to regulators. The Company Secretary attends all Board and Board Committees
meetings and ensures that meetings are properly convened, and that accurate and proper records of the proceedings
and resolutions passed are taken and maintained accordingly. The removal of Company Secretary, if any, is a matter
for the Board, as a whole, to decide.
PRINCIPLE 2 - STRENGTHEN COMPOSITION OF THE BOARD
As at the date of this report, the Board consists of nine (9) members, comprising of an Executive Chairman who is
also the Group Managing Director, one (1) Group Deputy Managing Director, three (3) Executive Directors, three (3)
Independent non-executive directors and one (1) non-independent and non-executive director. This composition fullls
the requirements as set out under the Listing Requirements of Bursa Malaysia Securities Berhad (Bursa), which
stipulate that at least two (2) Directors or one-third of the Board, whichever is higher, must be Independent. The prole
of each Director is set out in this Annual Report. The Directors, with their differing backgrounds and specializations,
collectively bring with them a wide range of experience and expertise in areas such as nance; accounting and audit;
corporate affairs; and marketing and operations.
Nomination Committee Selection and Assessment of Directors
A Nomination Committee has been established, with specic terms of reference, by the Board, comprising exclusively
Independent Non-Executive Directors as follows:
Chairman Mr. Loh Wei Tak Independent Non-Executive Director
Members Mr. Tan Sui Hin Independent Non-Executive Director
Tuan Haji Yusoff Bin Mohamed Independent Non-Executive Director
annual report 2013
23
STATEMENT
contd
PRINCIPLE 2 - STRENGTHEN COMPOSITION OF THE BOARD contd
Nomination Committee Selection and Assessment of Directors contd
The Nomination Committee is primarily responsible for recommending suitable appointments to the Board, taking
into consideration the Board structure, size, composition and the required mix of expertise and experience which the
Director should bring to the Board. It assesses the effectiveness of the Board as a whole, the Board Committees and
the contribution of each Director, including Non-Executive Directors.
The nal decision on the appointment of a candidate recommended by Nomination Committee rests with the whole
Board. The Board is entitled to the services of the Company Secretary who would ensure that all appointments are
properly made upon obtaining all necessary information from the Directors.
During the nancial year, the Nomination Committee met once, attended by all members, to assess the balance
composition of Board members based on merits, Directors contribution and Board effectiveness. The Company
has no policy on gender diversity or target set but believes in merits and commitment of its Board members. The
Nomination Committee assesses the Board members on an objective basis for both genders.
The Company appointed Datuk Faizoull Bin Ahmad on 11 June 2013 as Non-Independent Non-Executive Director,
representing the substantial shareholder, Koperasi Permodalan Felda Malaysia Berhad. The Company has identied
and appointed Madam Ng Lee Lee as Executive Director on 8 May 2013.
Directors Remuneration
A Remuneration Committee has been established by the Board, comprising a majority of Non-Executive Directors as
follows:
Chairman Tuan Haji Yusoff Bin Mohamed Independent Non-Executive Director
Members Dato Chew Ting Leng Executive Chairman/Group Managing Director
Mr. Tan Sui Hin Independent Non-Executive Director
The Remuneration Committee has been entrusted by the Board to determine that the levels of remuneration are
sufcient to attract and retain Directors of quality required to manage the business of the Group. The Remuneration
Committee is entrusted under its terms of reference to assist the Board, amongst others, to recommend to the
Board the remuneration of the Executive Directors. In the case of Non-Executive Directors, the level of remuneration
shall reect the experience and level of responsibilities undertaken by the Non-Executive Directors concerned. In all
instances, the deliberations are conducted, with the Directors concerned abstaining from discussions on their individual
remuneration. During the nancial year under review, the Committee met once attended by all members.
Details of Directors remuneration for the nancial year ended 28 February 2013 are as follows:
Remuneration (RM)
Executive Directors 4,769,772
Non-Executive Directors 136,645
Total 4,906,417
The remuneration paid to the Directors, analysed in the following bands, is as below:-

Range of Remuneration (RM) Executive Non-Executive
50,000 and below - 4
850,001 - 900,000 1 -
1,100,001 - 1,150,000 1 -
1,150,001 - 1,200,000 1 -
1,550,001 - 1,600,000 1 -
There is no service contract made between any Director and the Company or its subsidiary companies.
annual report 2013
24
STATEMENT
contd
PRINCIPLE 3 REINFORCE INDEPENDENCE OF THE BOARD
The roles of the Chairman and Group Managing Director are held by the same Director. This departs from the
Recommendation 3.4 of the Code which stipulates that the positions of Chairman and Chief Executive Ofcer should
be held by different individuals and that the Chairman must be a Non-Executive member of the Board. However, the
Board believes that for its current size, it is more expedient for the two roles to be held by the same person as long as
there are pertinent checks and balance to ensure no one person in the Board has unfettered powers to make major
decisions for the Company unilaterally. As such, the Board is of the view that the signicant composition of Non-
Executive Directors, which is close to the current Boards size, provides for the relevant check and balance.
The Executive Chairman is responsible for ensuring the adequacy and effectiveness of the Boards governance
process and acts as a facilitator at Board meetings to ensure all Directors participate and deliberated at all Board
meetings and that no Board member dominates discussion. As the Group Managing Director, supported by fellow
Executive Directors, he implements the Groups strategies, policies and decision adopted by the Board and oversees
the operations and business development of the Group.
The Independent Non-Executive Directors bring objective and independent views, advice and judgment on interests,
not only of the Group, but also of shareholders and stakeholders. Independent Non-Executive Directors are essential
for protecting the interests of shareholders and can make signicant contributions to the Companys decision by giving
rationale and fair view and to decide impartially.
The Board recognizes the importance of establishing criteria on independence to be used in the annual assessment
of its Independent Non-Executive Directors. Although the denition on independence according to the Listing
Requirements of Bursa is used, the Board review and assess the independence of its independent directors annually
based on their conduct, argue on the matters objectively and make decision rationally and other independence criteria
to, inter-alia, include the nine (9)-year tenure for Independent Non-Executive Directors in its Board Charter. Procedures
on the extension for Independent Non-Executive Directors to serve beyond the nine (9)-year limit will also be
formalized in line with the Recommendation of the Code even though at the date of this Statement, all the Companys
Independent Non-Executive Directors have not reached the nine (9)-year limit.
PRINCIPLE 4 FOSTER COMMITMENT OF DIRECTORS
The Board ordinarily meets at least four (4) times a year, scheduled well in advance before the end of the preceding
nancial 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
Committee papers which are prepared by the Management, provide the relevant facts and analysis for the convenience
of Directors. The meeting agenda, the relevant reports and Board papers are furnished to Directors and Board
Committee members well before the meeting to allow the Directors sufcient time to peruse for effective discussion
and decision making during meetings. At the quarterly Board meetings, the Board reviews the business performance
of the Group and discusses major operational and nancial issues. The Chairman of the Audit Committee informs the
Directors at each Board meetings of any salient matters noted by the Audit Committee and which require the Boards
attention 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.
Board Meetings
There were seven (7) Board meetings held during the nancial year ended 28 February 2013, with details of Directors
attendance set out below:
Meetings Attended
(out of 7 held)
Dato Chew Ting Leng Executive Chairman/Group Managing Director 7/7
Dato Goh Teoh Kean Group Deputy Managing Director 7/7
Mr. Tan Ang Ang Executive Director 6/7
Mr. To Tai Wai Executive Director 6/7
Mr. Tan Sui Hin Independent Non-Executive Director 7/7
Mr. Loh Wei Tak Independent Non-Executive Director 7/7
Tuan Haji Yusoff Bin Mohamed Independent Non-Executive Director 7/7
Tuan Haji Abdul Karim Bin Ahmad
(resigned on 17.10.2012)
Non-Independent Non-Executive Director 3/4
annual report 2013
25
STATEMENT
contd
PRINCIPLE 4 FOSTER COMMITMENT OF DIRECTORS contd
Board Meetings contd
It is the practice of the Company for Directors to devote sufcient time and efforts to carry out their responsibilities.
In addition, the Board recognizes the need to formalize a policy in its Board Charter, requiring Directors to notify the
Chairman before accepting any new directorships notwithstanding that the Listing Requirements of Bursa allow a
Director to sit on the boards of 5 listed issuers. Such notication is expected to include an indication of time that will
be spent on the new appointment.
Directors Training Continuing Education Programmes
The Board is mindful of the importance for its members to undergo continuous training to keep abreast with changes
to regulatory requirements and the impact such regulatory requirements have on the Group.
All the Directors of the Company have attended the Mandatory Accreditation Programme conducted by Bursatra Sdn
Bhd within the stipulated timeframe required in the Listing Requirements saves for Datuk Faizoull Bin Ahmad and
Madam Ng Lee Lee who were appointed during the nancial year ended 2014.
During the year, all Board Members have attended pertinent training as below :-
Name of Director Date Training attended
(a) Dato Chew Ting Leng 28 August 2012 Impact of Amendments to Listing Requirements and
Malaysian Code on Corporate Governance 2012
(b) Dato Goh Teoh Kean 28 August 2012 Impact of Amendments to Listing Requirements and
12 December 2012 Oversight Role on Financial Reporting - Arent the
numbers too good to be true
28 March 2013 Risk Management and Internal Control - Are you
aware of what are you against?
(c) Mr. Tan Ang Ang 28 August 2012 Impact of Amendments to Listing Requirements and
(d) Mr. To Tai Wai 28 August 2012 Impact of Amendments to Listing Requirements and
(e) Mr. Tan Sui Hin 28 August 2012 Impact of Amendments to Listing Requirements and
(f) Mr. Loh Wei Tak 28 August 2012 Impact of Amendments to Listing Requirements and
(g) Tuan Haji Yusoff Bin Mohamed 28 August 2012 Impact of Amendments to Listing Requirements and
Throughout the year, the Directors also received updates and briengs, particularly on regulatory, industry and legal
developments, including information on signicant changes in business and procedures instituted to mitigate such risks.
The External Auditors also briefed the Board members on any changes to the Malaysian Financial Reporting Standards
that would affect the Groups nancial statements during the nancial year under review. The Directors continue
to undergo relevant training programmes to further enhance their skills and knowledge in the discharge of their
stewardship role.
The Company Secretaries also update the Board Members on the relevant guidelines on statutory and regulatory
requirements from time to time.

annual report 2013
26
STATEMENT
contd
PRINCIPLE 5 UPHOLD INTEGRITY IN FINANCIAL REPORTING BY COMPANY
It is the Boards commitment to present a balanced and meaningful assessment of the Groups nancial performance
and prospects at the end of each reporting period and nancial year, primarily through the quarterly announcement
of Groups results to Bursa, the annual nancial statements of the Group and Company as well as the Chairmans
statement and review of the Groups operations in the Annual Report, where relevant. A statement by the Directors of
their responsibilities in the preparation of nancial statements is set out in the ensuing paragraph.
Statement of Directors Responsibility for Preparing Financial Statements
The Board is responsible to ensure that the nancial statements are properly drawn up in accordance with the
provisions of the Companies Act, 1965, Malaysian Financial Reporting Standards and International Financial Reporting
Standards so as to give a true and fair view of the nancial position of the Group as at the end of the nancial year and
of the nancial performance and cash ows of the Group for the nancial year then ended.
The Directors are satised that in preparing the nancial statements of the Group for the year ended 28 February 2013,
the Group has adopted suitable accounting policies and applied them consistently, prudently and reasonably. The
Directors also consider that all applicable approved accounting standards have been followed in the preparation of
the nancial statements, subject to any material departures being disclosed and explained in the notes to the nancial
statements. The nancial statements have been prepared on the going concern basis.
The Directors are responsible for ensuring that the Group keeps sufcient accounting records to disclose with
reasonable accuracy, the nancial position of the Group and which enable them to ensure that the nancial statements
comply with the Companies Act, 1965.
Audit Committee
In assisting the Board to discharge its duties on nancial reporting, the Board has established an Audit Committee,
comprising wholly Independent Non-Executive Directors, with Mr Tan Sui Hin as the Committee Chairman. The
composition of the Audit Committee, including its roles and responsibilities, are set out in the Audit Committee Report
of this Annual Report. One of the key responsibilities of the Audit Committee in its specic terms of reference is to
ensure that the nancial statements of the Group and Company comply with applicable nancial reporting standards
in Malaysia. Such nancial statements comprise the quarterly nancial report announced to Bursa and the annual
statutory nancial statements.
As the Board understands its role in upholding the integrity of nancial reporting by the Company, it will take steps to
revise the Audit Committees terms of reference by formalizing a policy on the types of non-audit services permitted
to be provided by the external auditors of the Company so as not to compromise their independence and objectivity,
including the need for the Audit Committees approval in writing before such services can be provided by the external
auditors.
In assessing the independence of external auditors, the Audit Committee will in future require written assurance by
the external auditors, conrming that they are, and have been, independent throughout the conduct of the audit
engagement with the Company in accordance with the independence criteria set out by the International Federation of
Accountants and the Malaysian Institute of Accountants.
PRINCIPLE 6 RECOGNISE AND MANAGE RISKS OF THE GROUP
The Company has established a Risk Management Committee (RMC) and is headed by the Executive Director and
members of key management team of the respective division. The Board delegates to the RMC the responsibility for
evaluating, reviewing and monitoring the vital enterprise risks that affecting the business and operations as an on-going
basis. The Board is committed to the development and implementation of an effective Enterprise Risk Management
framework (ERM) to assist the Group to manage all key businesses risk with the intent to strengthening the risk
management and internal control system as a whole.
Continuous efforts will be made to monitor and re-assess the existing ERM framework in regards to maintaining a
proper system of managing risks as well as the related control activities.
annual report 2013
27
STATEMENT
contd
PRINCIPLE 6 RECOGNISE AND MANAGE RISKS OF THE GROUP contd
The internal audit function of the Group is outsourced to an independent professional rm, whose work is performed
with impartiality, prociency and due professional care, and in accordance with the International Professional Practices
Framework of the Institute of Internal Auditors, which sets out professional standards on internal audit. It undertakes
regular reviews of the adequacy and effectiveness of the Groups system of internal controls and risk management
process, as well as appropriateness and effectiveness of the corporate governance practices. The Internal Audit
Function reports directly to the Audit Committee. Further details on the internal audit function can be seen in the Audit
Committee Report and the Statement on Risk Management and Internal Control in this Annual Report.
PRINCIPLE 7 ENSURE TIMELY AND HIGH QUALITY DISCLOSURE
The Board is aware of the need to establish corporate disclosure policies and procedures to enable comprehensive,
accurate and timely disclosures relating to the Company and its subsidiaries to be made to the regulators, shareholders
and stakeholders. On this basis, the Board will formalize pertinent policies and procedures not only to comply with the
disclosure requirements as stipulated in the Listing Requirements of Bursa, but also setting out the persons authorised
and responsible to approve and disclose material information to regulators, shareholders and stakeholders.
To augment the process of disclosure, the Board will earmark a dedicated section for corporate governance on the
Companys website where information on the Companys announcements to the regulators, the Board Charter, rights
of shareholders and the Companys Annual Report may be accessed.
PRINCIPLE 8 STRENGTHEN RELATIONSHIP BETWEEN THE COMPANY AND ITS SHAREHOLDERS
Shareholder participation at general meeting
The Annual General Meeting (AGM), which is the principal forum for shareholder dialogue, allows shareholders to
review the Groups performance via the Companys Annual Report and pose questions to the Board for clarication. At
the AGM, shareholders participate in deliberating resolutions being proposed or on the Groups operations in general.
At the last AGM, a question & answer session was held where the Chairman invited shareholders to raise questions
with responses from the Board.
The Notice of AGM is circulated at least twenty one (21) days before the date of the meeting to enable shareholders
to go through the Annual Report and papers supporting the resolutions proposed. Shareholders are invited to ask
questions both about 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 last AGM were put to vote by show of
hands and duly passed. The outcome of the AGM was announced to Bursa on the same meeting day. Going forward,
the Board will adopt poll voting for related party transactions, if any, which require specic approvals, including the
announcement of the detailed results showing the number of votes cast for and against each resolution.
Communication and engagement with shareholders
The Board recognises the importance of being transparent and accountable to the Companys investors and, as such,
has various channels to maintain communication with them. The various channels of communications are through
the quarterly announcements on nancial results to Bursa, relevant announcements and circulars, when necessary,
the Annual and Extraordinary General Meetings and through the Groups website at where shareholders can access
pertinent information concerning the Group.
This Statement is issued in accordance with a meeting of the Board held on 24 July 2013.
annual report 2013
28
ADDITIONAL COMPLIANCE
STATEMENT
1. UTILISATION OF PROCEEDS FROM CORPORATE EXERCISE
The Renounceable Rights Issue (Rights Issue) of 7-year 7% Irredeemable Convertible Unsecured Loan Stock
(ICULS) 2010/2017 together with free detachable warrants were completed on 27 December 2010. The status
of utilization of proceeds raised from Rights Issue is as below:-
No. Purpose
Proposed
utilization
Actual
Utilization
as at 28
February
2013
Intended
Timeframe
for
Utilization Deviation
Explanations RM000 RM000 RM000 %
1. Construction of
factory buildings
and warehouses,
acquisition of plant
and equipment
39,000 39,000 - N/A - -
2. Investments in related
and/or complementary
businesses locally
and/or overseas
9,750 9,750 - N/A - -
3. Working capital 24,591 24,584 - 7 0.03 The shortfall was
funded from the
working capital of
Pantech Group
4. Expenses for the
Corporate Exercises
1,500 1,507 - (7) 0.46
74,841 74,841 - - -
All the proceeds raised from Rights Issue are fully utilized as at 28 February 2013.
The actual utilization is in line with proposed utilization and is within the intended timeframe.
2. SHARE BUY-BACKS
Details of the share bought-back by the Company during the nancial year are set out below:-
Month
No. of Shares
purchased
Price per share (RM)
Total Consideration
(RM) Lowest Highest Average
May - 2012 10,000 0.550 0.550 0.550 5,547.65
November - 2012 20,000 0.700 0.700 0.700 14,102.20
At the end of the nancial year, a total of 3,302,300 ordinary shares at RM0.20 each were retained as treasury
shares. There was no sale or cancellation of treasury shares during the nancial year.
Subsequent to the nancial year ended 28 February 2013, the Company repurchased 50,000 of its own shares
for a total cash consideration of RM45,832.65 from the open market and retained as treasury shares.
annual report 2013
29
STATEMENT
contd
3. OPTIONS, WARRANTS OR CONVERTIBLE SECURITIES ISSUED AND EXERCISED
Employees Shares Options Scheme (ESOS)

The Company does not offer any options to the eligible employees of the Company under ESOS during the
nancial year.
Irredeemable Convertible Unsecured Loan Stocks 2010/2017 (ICULS)
During the nancial year, a total of 350,136,700 units of ICULS were converted to 58,356,113 ordinary shares in
the Company at the conversion ratio of six RM0.10 nominal value of ICULS for one fully paid-up ordinary shares
of the Company.
Warrants 2010/2020 (Warrants)
During the nancial year, a total of 410 units of Warrants were exercised at the exercise price of RM0.60.

4. DEPOSITORY RECEIPT PROGRAMME
The Company did not sponsor any depository receipt programme during the nancial year.
5. IMPOSITION OF SANCTIONS/PENALTIES
There were no public impositions of sanctions or penalties imposed on the Company and its subsidiaries,
directors or management by the regulatory bodies during the nancial year.
6. NON-AUDIT FEES
The amount of non-audit fees incurred for services rendered to the Company and its subsidiaries during the
nancial year ended 28 February 2013 by Messrs SJ Grant Thornton was RM57,800.00.
7. PROFIT ESTIMATE, FORECAST AND PROJECTION
The Company did not release any prot estimate, forecast or projections during the nancial period.
8. VARIANCE IN RESULTS
There is no signicant variance between the prot after tax for the nancial statement ended 28 February 2013
and the unaudited results previously announced.
9. PROFIT GUARANTEE
The Company did not receive any form of prot guarantee from any parties during the nancial year under
review.
10. MATERIAL CONTRACTS AND CONTRACTS RELATING TO LOANS
There were no contracts relating to loan and material contracts of the Company and its subsidiaries involving
the Directors and major shareholders interests during the nancial year or since the end of the previous nancial
year.
annual report 2013
30
11. RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE AND TRADING NATURE (RRPT)
There is no RRPT entered during the nancial year.
12. EXEMPTION TO CTL CAPITAL HOLDING SDN. BHD. (CTL CAPITAL) AND THE PARTIES ACTING IN
CONCERT WITH IT (PACS) FROM THE OBLIGATION TO UNDERTAKE A MANDATORY TAKE-OVER
OFFER FOR ALL THE REMAINING VOTING SHARES, ICULS AND WARRANTS IN THE COMPANY NOT
ALREADY OWNED BY THEM
The Company had received the approval from the Securities Commission vide its letter dated 3 November 2010
for the exemption sought by CTL Capital and its PACs pursuant to Practice Note 2.9.1 of the Malaysian Code on
Take-Overs and Mergers, 1998 (replaced by Practice Note 9 of the Malaysian Code on Take-Overs and Mergers
2010 with effect from 15 December 2010).
Amongst others, the approval requires the Company to disclose in its annual and interim accounts and any
public document, including annual reports, prospectuses and circulars for so long as the ESOS Options, ICULS
and Warrants remain outstanding, the following:-
i. The time period for which the exemption has been granted
The exemption has been granted from 3 November 2010 up to the issuance and listing of the new Pantech
Shares pursuant to the mandatory conversion of ICULS at its maturity date or upon full conversion of
ICULS, whichever date is earlier.
ii. Number and percentage of voting shares in the Company, and the number of ESOS Options, ICULS
and Warrants held by CTL Capital and its PACs as at 12 July 2013 :-
Ordinary Shares No. of ICULS No. of Warrants
No of ESOS
Options
(viii)
Direct Indirect
Direct Indirect Direct Indirect Parties
No. of Voting
Shares %
(i)
No. of Voting
Shares %
(i)
CTL Capital 107,196,480 20.01 - - 95,463,982 - 17,346,398 - -
GL Management
Agency Sdn.
Bhd. (GL
Management)
79,895,960 14.91 - - 32,381,300 - 12,838,130 - -
Dato Chew Ting
Leng (CTL)
- - 107,196,480
(ii)
20.01 - 95,463,982
(ii)
- 17,346,398
(ii)
4,500,000
Dato Goh Teoh
Kean (GTK)
- - 79,895,960
(iii)
14.91 - 32,381,300
(iii)
- 12,838,130
(iii)
4,500,000
Tan Ang Ang
(TAA)
8,889,900 1.66 1,633,000
(iv)
0.30 600 - 1,347,240 213,000
(iv)
4,500,000
To Tai Wai
(TTW)
12,320,580 2.30 - - 21,118,800 - 2,111,880 - 3,150,000
Datin Shum Kah
Lin (SKL)
- - 107,196,480
(v)
20.01 - 95,463,982
(v)
- 17,346,398
(v)
-
Datin Lee Sock
Kee (LSK)
- - 79,895,960
(vi)
14.91 - 32,381,300
(vi)
- 12,838,130
(vi)
-
Mdm Yong Yui
Kiew (YYK)
1,633,000 0.30 8,889,900
(vii)
1.66 - 600
(vii)
213,000 1,347,240
(vii)
-
TOTAL 209,935,920 39.18 - - 148,964,682 - 33,856,648 - 16,650,000
STATEMENT
contd
annual report 2013
31
12. EXEMPTION TO CTL CAPITAL HOLDING SDN. BHD. (CTL CAPITAL) AND THE PARTIES ACTING IN
CONCERT WITH IT (PACS) FROM THE OBLIGATION TO UNDERTAKE A MANDATORY TAKE-OVER
OFFER FOR ALL THE REMAINING VOTING SHARES, ICULS AND WARRANTS IN THE COMPANY NOT
ALREADY OWNED BY THEM contd
ii. Number and percentage of voting shares in the Company, and the number of ESOS Options, ICULS
and Warrants held by CTL Capital and its PACs as at 12 July 2013 :- contd
Notes:-
(i) Excluding a total of 3,352,300 treasury shares.
(ii) Deemed interested by virtue of his and his spouse SKLs interests in CTL Capital pursuant to Section 6A of the
Companies Act, 1965 (the Act).
(iii) Deemed interested by virtue of his and his spouse LSKs interests in GL Management pursuant to Section 6A of
the Act.
(iv) Deemed interested by virtue of his spouse YYKs direct shareholding in the Company pursuant to Section 134(12)
of the Act.
(v) Deemed interested by virtue of her and her spouse CTLs interests in CTL Capital pursuant to Section 6A of the
Act.
(vi) Deemed interested by virtue of her and her spouse GTKs interests in GL Management pursuant to Section 6A of
the Act.
(vii) Deemed interested by virtue of her spouse TAAs direct shareholding in the Company pursuant to Section 134(12)
of the Act.
(viii) Only 80% of the ESOS Option is exercisable as at 12 July 2013.
iii The maximum potential voting shares or voting rights of CTL Capital and its PACs in the Company,
assuming only CTL Capital and its PACs (but not other shareholders) exercise the ESOS Options,
ICULS and Warrants in full:-
Direct Indirect
Parties
No. of
Voting Shares %
No. of
Voting Shares %
CTL Capital 140,453,542 22.98 - -
GL Management 98,130,973 16.06 - -
CTL 4,500,000 0.74 140,453,542
(i)
22.98
GTK 4,500,000 0.74 98,130,973
(ii)
16.06
TAA 14,737,240 2.41 1,846,000
(iii)
0.30
TTW 21,102,260 3.45 - -
SKL - - 144,953,542
(iv)
23.72
LSK - - 102,630,973
(v)
16.80
YYK 1,846,000 0.30 14,737,240
(vi)
2.41
TOTAL 285,270,015 46.68 - -
Notes:-
(i) Deemed interested by virtue of his and his spouse SKLs interests in CTL Capital pursuant to Section 6A of the
Companies Act, 1965 (the Act).
(ii) Deemed interested by virtue of his and his spouse LSKs interests in GL Management pursuant to Section 6A of
the Act.
(iii) Deemed interested by virtue of his spouse YYKs direct shareholding in the Company pursuant to Section 134(12)
of the Act.
(iv) Deemed interested by virtue of her and her spouse CTLs interests in CTL Capital pursuant to Section 6A of the Act.
(v) Deemed interested by virtue of her and her spouse GTKs interests in GL Management pursuant to Section 6A of
the Act.
(vi) Deemed interested by virtue of her spouse TAAs direct shareholding in the Company pursuant to Section 134(12)
of the Act.
iv. No take-over offer would arise on full exercise of the ESOS Options and Warrants and conversion of
ICULS by CTL Capital and the PACs
STATEMENT
contd
Directors Report
Statement by Directors
Statutory Declaration
Independent Auditors Report
Statements of Financial Position
Income Statements
Statements of Comprehensive Income
Statements of Changes in Equity
Statements of Cash Flows
Notes to the Financial Statements
33
40
40
41
43
45
46
47
51
54
F
i
n
a
n
c
i
a
l

S
t
a
t
e
m
e
n
t
s
annual report 2013
33
DIRECTORS
REPORT
The Directors of Pantech Group Holdings Berhad have pleasure in submitting their report together with the audited
nancial statements of the Group and of the Company for the nancial year ended 28 February 2013.
PRINCIPAL ACTIVITIES
The Company is principally engaged in investment holding and provision of management services.
The principal activities of the subsidiary companies, associate company and joint venture are disclosed in Notes 8, 9
and 10 to the Financial Statements respectively.
There have been no signicant changes in the nature of these activities of the Company, its subsidiary companies,
associate company and joint venture during the nancial year.
RESULTS
Group Company
RM RM
Net prot for the nancial year 56,062,613 30,802,850
Attributable to:-
Owners of the Company 56,066,288 30,802,850
Non-controlling interest (3,675) -
56,062,613 30,802,850
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the nancial year other than those disclosed
in the nancial statements.
DIVIDENDS
The amount of dividends paid and declared since the end of the last nancial year were as follows:-
RM
Special second interim single tier dividend of 1.20 sen per ordinary share in respect of the
nancial year ended 29 February 2012 and paid on 26 March 2012 5,392,535
Final single tier dividend of 1.30 sen per ordinary share in respect of the nancial year ended
29 February 2012 and paid on 19 September 2012 6,412,051
Special rst interim single tier dividend of 1.00 sen per ordinary share in respect of the nancial
year ended 28 February 2013 and paid on 23 October 2012 4,936,097
Special second interim single tier dividend of 1.20 sen per ordinary share in respect of the
nancial year ended 28 February 2013 and paid on 16 January 2013 6,006,480
Special third interim single tier dividend of 1.20 sen per ordinary share in respect of the nancial
year ended 28 February 2013 and paid on 17 April 2013 6,092,454
annual report 2013
34
DIRECTORS
REPORT
contd
DIVIDENDS contd
For the nal single tier dividend of 1.30 sen per ordinary share in respect of the nancial year ended 29 February
2012, the amount paid of RM6,412,051 is higher than RM5,841,913 dividend proposed in last years Directors report.
The difference of RM570,138 was in respect of net effect from additional shares issued arising from conversion of
Irredeemable Convertible Unsecured Loan Stocks and exercise of warrants together with shares repurchased and held
as treasury shares subsequent to the end of the previous nancial year, but prior to the closing date of the entitlement
to dividend.
At the forthcoming Annual General Meeting, a nal single tier dividend, in respect of the nancial year ended 28
February 2013, of 1.20 sen per ordinary share amounting to a dividend payable of approximately RM6,140,000 will be
proposed for shareholders approval. The nancial statements for current nancial year do not reect this proposed
dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of
retained earnings in the nancial year ending 28 February 2014.
DIRECTORS
The Directors in ofce since the date of the last report are:-
Dato Chew Ting Leng (Executive Chairman/Group Managing Director)
Dato Goh Teoh Kean (Group Deputy Managing Director)
Tan Ang Ang (Executive Director)
To Tai Wai (Executive Director)
Ng Lee Lee (Executive Director) (appointed on 8.5.2013)
Tan Sui Hin (Independent Non-Executive Director)
Loh Wei Tak (Independent Non-Executive Director)
Yusoff Bin Mohamed (Independent Non-Executive Director)
Datuk Faizoull Bin Ahmad (Non-Independent Non-Executive Director) (appointed on 11.6.2013)
Abdul Karim Bin Ahmad (Non-Independent Non-Executive Director) (resigned on 17.10.2012)
According to the Register of Directors Shareholdings, the benecial interests of those who were Directors at the end
of the nancial year in the shares of the Company are as follows:-
Number of ordinary shares of RM0.20 each
As at
1.3.2012 Converted (Sold)
As at
28.2.2013
Dato Chew Ting Leng
- deemed interest through CTL Capital Holding
Sdn. Bhd. 101,196,480 13,000,000 (7,000,000) 107,196,480
Dato Goh Teoh Kean
- deemed interest through GL Management
Agency Sdn. Bhd. 74,895,960 16,000,000 (6,300,000) 84,595,960
Tan Ang Ang
- direct interest 7,944,600 2,245,300 - 10,189,900
- deemed interest through his spouse, Yong Yui Kiew 1,278,000 355,000 - 1,633,000
To Tai Wai
- direct interest 12,320,580 - - 12,320,580
Tan Sui Hin
- direct interest 270,000 - - 270,000
Yusoff Bin Mohamed
- direct interest 3,000 - - 3,000
annual report 2013
35
DIRECTORS contd
Interest in Pantech Group Holdings Berhad Employees Share Option Scheme of those who were Directors at the end
of the nancial year are as follows:-
Number of ordinary shares of RM0.20 each under option
Granted on
3.3.2010 Exercised Expired Lapsed
Unexercised
as at
28.2.2013
Dato Chew Ting Leng 4,500,000 - - - 4,500,000
Dato Goh Teoh Kean 4,500,000 - - - 4,500,000
Tan Ang Ang 4,500,000 - - - 4,500,000
To Tai Wai 3,150,000 - - - 3,150,000
Tan Sui Hin 250,000 - - - 250,000
Yusoff Bin Mohamed 250,000 - - - 250,000
Loh Wei Tak 250,000 - - - 250,000
The benecial interests of those who were Directors at the end of the nancial year in the 7-Year 7% Irredeemable
Convertible Unsecured Loan Stocks (ICULS) of the Company are as follows:-
Number of ICULS of RM0.10 each
As at
1.3.2012 Acquired (Converted)
As at
28.2.2013
Dato Chew Ting Leng
Sdn. Bhd. 173,463,982 - (78,000,000) 95,463,982
Dato Goh Teoh Kean
- deemed interest through GL Management Agency
Sdn. Bhd. 128,381,300 - (96,000,000) 32,381,300
Tan Ang Ang
- direct interest 13,472,400 - (13,471,800) 600
- deemed interest through his spouse, Yong Yui Kiew 2,130,000 - (2,130,000) -
To Tai Wai
- direct interest 21,118,800 - - 21,118,800
Tan Sui Hin
- direct interest 150,000 - - 150,000
DIRECTORS
REPORT
contd
annual report 2013
36
DIRECTORS contd
The benecial interests of those who were Directors at the end of the nancial year in the Warrants of the Company
are as follows:-
Number of Warrants
As at As at
1.3.2012 Acquired (Sold) 28.2.2013
Dato Chew Ting Leng
Sdn. Bhd. 17,346,398 - - 17,346,398
Dato Goh Teoh Kean
- deemed interest through GL Management Agency
Sdn. Bhd. 12,838,130 - - 12,838,130
Tan Ang Ang
- direct interest 1,347,240 - - 1,347,240
- deemed interest through his spouse, Yong Yui Kiew 213,000 - - 213,000
To Tai Wai
- direct interest 2,111,880 - - 2,111,880
Tan Sui Hin
- direct interest 15,000 - - 15,000
By virtue of Dato Chew Ting Leng and Dato Goh Teoh Keans indirect interest in the Company, they are also deemed
to have interest in the shares of all the subsidiary companies to the extent that the Company has an interest under
Section 6A of the Companies Act 1965.
DIRECTORS BENEFITS
During and at the end of the nancial year, no arrangements subsisted to which the Company is a party, with the
object or objects of enabling the Directors of the Company to acquire any benets by means of the acquisition of
shares in or debentures of the Company or any other body corporate, other than those arising from the share options
granted under the Employees Share Option Scheme.
Since the end of the previous nancial year, no Director has received or become entitled to receive any benet (other
than as disclosed in Notes 35, 38 and 40 to the Financial Statements) by reason of a contract made by the Company
or a related corporation with the Director or with a rm of which he is a member, or with a company in which he has a
substantial nancial interest.
ISSUE OF SHARES AND DEBENTURES
During the current nancial year, the Company had increased its issued and fully paid-up ordinary share capital from
RM90,530,045 to RM102,201,350 by:-
(a) the issuance of 58,356,113 new ordinary shares of RM0.20 each resulting from the conversion of 350,136,700
units of 7-Year 7% Irredeemable Convertible Unsecured Loan Stocks (ICULS) at the rate of six RM0.10 nominal
value of ICULS into one fully paid-up ordinary shares of RM0.20 each in the Company.
(b) the issuance of 410 new ordinary shares of RM0.20 each pursuant to the exercise of 410 units of warrants at
RM0.60 each.
DIRECTORS
REPORT
contd
annual report 2013
37
ISSUE OF SHARES AND DEBENTURES contd
All the new ordinary shares issued during the nancial year ranked pari passu in all respects with the existing ordinary
shares of the Company.
There were no debentures issued during the nancial year.
TREASURY SHARES
The shareholders of the Company, through the Annual General Meeting held on 21 August 2008, approved the
Companys plan to repurchase up to 10% of the issued and paid-up share capital of the Company (Share Buy Back).
The authority granted by the shareholders was subsequently renewed in every Annual General Meeting held and it was
last renewed in the Annual General Meeting held on 29 August 2012. The Directors of the Company are committed to
enhancing the value of the Company to its shareholders and believe that the purchase plan can be applied in the best
interest of the Company and its shareholders.
During the nancial year ended 28 February 2013, the Company repurchased 30,000 ordinary shares of RM0.20 each
of its issued share capital from the open market. The average price paid for the shares repurchased was RM0.65 per
share. The repurchased transactions were nanced by internally generated funds. These shares repurchased were held
as treasury shares and treated in accordance with the requirements of Section 67A of the Companies Act 1965.
The Company has the right to cancel, resell these shares and/or distributes as dividends at a later date. As treasury
shares, the rights attached to voting, dividends and participation in other distribution is suspended. None of the
treasury shares repurchased had been sold as at the reporting date.
As at nancial year end, the number of ordinary shares issued and fully paid-up after deducting treasury shares against
equity is 507,704,449 ordinary shares of RM0.20 each.
PANTECH GROUP HOLDINGS BERHAD EMPLOYEES SHARE OPTION SCHEME
At an Extraordinary General Meeting held on 10 February 2010, the shareholders approved the Employees Share
Option Scheme (ESOS) for the granting of non-transferable options that are settled by physical delivery of
the ordinary shares of the Company, to eligible Directors (including Non-Executive Directors) of the Company and
authorised the Board of Directors to allocate the share options to eligible employees of the Group. The ESOS was
implemented on 3 March 2010 and is to be in force for a period of 5 years from the date of its implementation.
The salient features, other terms of the ESOS and details of the share options granted are disclosed in Note 39 to the
Financial Statements.
The Company has been granted exemption by the Companies Commission of Malaysia from having to disclose in
this report the names of the persons to whom options have been granted and details of their shareholdings pursuant
to Section 169 (11) of the Companies Act 1965 except for information on employees who were granted options
representing 540,000 and above ordinary shares of RM0.20 each.
DIRECTORS
REPORT
contd
annual report 2013
38
PANTECH GROUP HOLDINGS BERHAD EMPLOYEES SHARE OPTION SCHEME contd
The following are names of employees who have been granted options to subscribe for 540,000 or more ordinary
shares of RM0.20 each.
Number of ordinary shares of RM0.20 each under option
Granted on
3.3.2010 Exercised Expired Lapsed
Unexercised
as at
28.2.2013
Chew Soon Jiat 650,000 - - - 650,000
Kong Chiong Lee 1,500,000 - - - 1,500,000
Lee Liang Mong 1,350,000 - - - 1,350,000
Lim Shen Lee 960,000 - - - 960,000
Lim Soon Beng 2,000,000 - - - 2,000,000
Ng Lee Lee 2,000,000 - - - 2,000,000
Shum Bi Shian 2,000,000 - - - 2,000,000
Tea Lee Ling 800,000 - - - 800,000
Wang Woon Chin 1,350,000 - - - 1,350,000
Wong Chun Nam 1,350,000 - - - 1,350,000
Details of options granted to Directors are disclosed in the section on Directors interest in this report.
7-YEAR 7% IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (ICULS)
The terms of the conversion of the ICULS are disclosed in Note 25 to the Financial Statements.
As at the end of the nancial year, the number of ICULS in issue is 381,704,100.
OTHER STATUTORY INFORMATION
Before the statements of nancial position and statements of comprehensive income of the Group and of the Company
were made out, the Directors took reasonable steps:-
(a) to ascertain that action had been taken in relation to the writing off of bad debts and the making of provision for
doubtful debts and satised themselves that all known bad debts had been written off and adequate provision
had been made for doubtful debts; and
(b) to ensure that any current assets which were unlikely to be realised in the ordinary course of business including
their values as shown in the accounting records of the Group and of the Company have been written down to an
amount which they might be expected so to realise.
At the date of this report, the Directors are not aware of any circumstances:-
(a) which would render the amounts written off for bad debts or the amount of provision for doubtful debts in the
nancial statements of the Group and of the Company inadequate to any substantial extent; or
(b) which would render the values attributed to current assets in the nancial statements of the Group and of the
Company misleading; or
(c) which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the
Group and of the Company misleading or inappropriate; or
(d) not otherwise dealt with in this report or the nancial statements which would render any amount stated in the
nancial statements misleading.
DIRECTORS
REPORT
contd
annual report 2013
39
OTHER STATUTORY INFORMATION contd
At the date of this report, there does not exist:-
(a) any charge on the assets of the Group and of the Company which has arisen since the end of the nancial year
which secures the liability of any other person; or
(b) any contingent liability of the Group and of the Company which has arisen since the end of the nancial year.
In the opinion of the Directors:-
(a) no contingent liability or other liability has become enforceable or is likely to become enforceable within the
period of twelve months after the end of the nancial year which will or may affect the ability of the Group and of
the Company to meet its obligations as and when they fall due;
(b) the results of operations of the Group and of the Company during the nancial year were not substantially
affected by any item, transaction or event of a material and unusual nature; and
(c) there has not arisen in the interval between the end of the nancial year and the date of this report any item,
transaction or event of a material and unusual nature likely to affect substantially the results of operations of the
Group and of the Company for the current nancial year in which this report is made.
SIGNIFICANT EVENT DURING THE FINANCIAL YEAR
The signicant event during the nancial year is disclosed in Note 45 to the Financial Statements.
SIGNIFICANT EVENT AFTER THE REPORTING DATE
The signicant event after the reporting date is disclosed in Note 46 to the Financial Statements.
AUDITORS
The Auditors, Messrs SJ Grant Thornton have expressed their willingness to continue in ofce.
Signed on behalf of the Board of Directors in accordance with a resolution of the Board of Directors.
)
DATO CHEW TING LENG )
)
)
)
)
) DIRECTORS
)
)
)
DATO GOH TEOH KEAN )
Johor Bahru
24 June 2013
DIRECTORS
REPORT
contd
annual report 2013
40
In the opinion of the Directors, the nancial statements set out on pages 43 to 132 are drawn up in accordance with
Malaysian Financial Reporting Standards, International Financial Reporting Standards and the Companies Act 1965 in
Malaysia so as to give a true and fair view of the nancial position of the Group and of the Company as at 28 February
2013 and of their nancial performance and cash ows for the nancial year then ended.
In the opinion of the Directors, the information set out on Note 52 on page 133 to the nancial statements has been
compiled with the Guidance on Special Matter No. 1, Determination of Realised and Unrealised Prots or Losses in the
Context of Disclosures pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian
Institute of Accountants, and presented based on the format prescribed by Bursa Malaysia Securities Berhad.
Signed on behalf of the Board of Directors in accordance with a resolution of the Board of Directors.

DATO CHEW TING LENG DATO GOH TEOH KEAN
Johor Bahru
24 June 2013
I, Wang Woon Chin, being the Ofcer primarily responsible for the nancial management of Pantech Group Holdings
Berhad, do solemnly and sincerely declare that to the best of my knowledge and belief, the nancial statements set
out on pages 43 to 132 are correct and I make this solemn declaration conscientiously believing the same to be true
and by virtue of the provisions of the Statutory Declarations Act 1960.
Subscribed and solemnly declared by )
the abovenamed at Johor Bahru in the )
State of Johor this day of )
24 June 2013 )
WANG WOON CHIN

Before me:
MOHDZAR BIN KHALID
P.L.P., P.L.S.,
No. J204
Commissioner for Oaths
STATEMENT BY
DIRECTORS
STATUTORY
DECLARATION
annual report 2013
41
REPORT ON THE FINANCIAL STATEMENTS
We have audited the nancial statements of Pantech Group Holdings Berhad, which comprise statements of
nancial position as at 28 February 2013 of the Group and of the Company, and income statements, statements
of comprehensive income, statements of changes in equity and statements of cash ows of the Group and of the
Company for the nancial year then ended, and a summary of signicant accounting policies and other explanatory
information, as set out on pages 43 to 132.
Directors Responsibility for the Financial Statements
The Directors of the Company are responsible for the preparation of nancial statements so as to give a true and fair
view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and
the requirements of the Companies Act 1965 in Malaysia. The Directors are also responsible for such internal control
as the Directors determine is necessary to enable the preparation of nancial statements that are free from material
misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these nancial statements based on our audit. We conducted our audit
in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the nancial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the nancial
statements. The procedures selected depend on our judgement, including the assessment of risks of material
misstatement of the nancial statements, whether due to fraud or error. In making those risk assessments, we consider
internal control relevant to the entitys preparation of nancial statements that give a true and fair view in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall
presentation of the nancial statements.
We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the nancial statements give a true and fair view of the nancial position of the Group and of the
Company as of 28 February 2013 and of their nancial performance and cash ows for the nancial year then ended
in accordance with Malaysian Financial Reporting Standards, International 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 Act to be kept by the Company
and its subsidiary companies of which we have acted as auditors have been properly kept in accordance with
the provisions of the Act.
b) We have considered the accounts and the auditors reports of all the subsidiary companies of which we have not
acted as auditors, which are indicated in Note 8 to the Financial Statements.
c) We are satised that the accounts of the subsidiary companies that have been consolidated with the Companys
nancial statements are in form and content appropriate and proper for the purposes of the preparation of the
nancial statements of the Group and we have received satisfactory information and explanations required by us
for those purposes.
d) The auditors reports on the accounts of the subsidiary companies did not contain any qualication or any
adverse comment made under Section 174 (3) of the Act.
INDEPENDENT
AUDITORS REPORT
To the Members of Pantech Group Holdings Berhad
(Incorporated in Malaysia)
Company No: 733607W
annual report 2013
42
OTHER REPORTING RESPONSIBILITIES
The supplementary information set out in Note 52 on page 133 is disclosed to meet the requirement of Bursa Malaysia
Securities Berhad and is not part of the nancial statements. 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 Prots 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
As stated in Note 51 to the nancial statements, Pantech Group Holdings Berhad adopted Malaysian Financial
Reporting Standards on 1 March 2012 with a transition date of 1 March 2011. These standards were applied
retrospectively by Directors to the comparative information in these nancial statements, including the statements of
nancial position as at 29 February 2012 and 1 March 2011, and the income statements, statements of comprehensive
income, statements of changes in equity and statements of cash ows for the nancial year ended 29 February 2012
and related disclosures. We were not engaged to report on the restated comparative information and it is unaudited.
Our responsibilities as part of our audit of the nancial statements of the Group and of the Company for the nancial
year ended 28 February 2013 have, in these circumstances, included obtaining sufcient appropriate audit evidence
that the opening balances as at 1 March 2012 do not contain misstatements that materially affect the nancial position
as of 28 February 2013 and nancial performance and cash ows for the nancial year then ended.
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.
SJ GRANT THORNTON DATO N.K. JASANI
(NO. AF: 0737) (NO: 708/03/14(J/PH))
CHARTERED ACCOUNTANTS CHARTERED ACCOUNTANT
Johor Bahru
24 June 2013
INDEPENDENT
AUDITORS REPORT
To the Members of Pantech Group Holdings Berhad
(Incorporated in Malaysia)
Company No: 733607W contd
annual report 2013
43
STATEMENTS OF
FINANCIAL POSITION
as at 28 February 2013
Group Company
Restated Restated
Note 28.2.2013 29.2.2012 1.3.2011 28.2.2013 29.2.2012 1.3.2011
RM RM RM RM RM RM
ASSETS
Non-current assets
Property, plant and equipment 4 159,160,868 123,233,147 104,139,888 - - -
Prepaid land lease payments 5 21,023,147 21,381,403 18,678,044 - - -
Capital work-in-progress 6 19,525,755 11,830,366 6,748,340 - - -
Investment properties 7 200,000 900,000 3,160,000 - - -
Investment in subsidiary
companies 8 - - - 149,674,449 105,171,435 90,171,435
Investment in an associate
company 9 3,244,944 2,123,451 1,789,618 - - -
Investment in a joint venture
company 10 505,366 417,208 379,118 - - -
Available for sale investment 11 6,900 6,900 6,900 - - -
Goodwill on acquisition 12 715,603 - - - - -
Deferred tax assets 13 3,053,952 5,326,891 6,054,600 1,783,838 4,338,318 5,480,862
Total non-current assets 207,436,535 165,219,366 140,956,508 151,458,287 109,509,753 95,652,297
Current assets
Inventories 14 259,177,636 199,501,681 168,771,532 - - -
Trade receivables 15 100,891,211 70,057,028 58,208,300 - - -
Other receivables 16 14,088,093 19,242,056 7,309,306 534,000 534,000 540,628
Derivatives nancial
instruments 17 - 56,670 33,020 - - -
Amount due from subsidiary
companies 8 - - - 71,349,631 61,478,910 35,043,745
Amount due from an associate
company 9 38,475,867 40,136,551 7,749,426 - - -
Tax recoverable - 26,130 642,995 - - -
Fixed deposits with licensed
banks 18 5,887,102 22,827,763 63,244,173 3,722,000 20,220,000 55,250,000
Cash and bank balances 19 73,265,944 79,505,526 75,138,489 1,760,396 14,751,259 20,094,096
Total current assets 491,785,853 431,353,405 381,097,241 77,366,027 96,984,169 110,928,469
Total assets 699,222,388 596,572,771 522,053,749 228,824,314 206,493,922 206,580,766
annual report 2013
44
STATEMENTS OF
FINANCIAL POSITION
contd
Group Company
Restated Restated
Note 28.2.2013 29.2.2012 1.3.2011 28.2.2013 29.2.2012 1.3.2011
RM RM RM RM RM RM
EQUITY AND LIABILITIES
EQUITY
Share capital 20 102,201,350 90,530,045 90,387,025 102,201,350 90,530,045 90,387,025
Share application money - - 12,960 - - 12,960
Share premium 21 25,578,357 2,235,706 1,947,507 25,578,357 2,235,706 1,947,507
Treasury shares 22 (1,670,108) (1,650,458) (380,002) (1,670,108) (1,650,458) (380,002)
Revaluation reserve 23 4,332,457 4,465,530 4,720,415 - - -
Employees share option reserve 24 8,725,724 7,659,523 5,595,312 8,725,724 7,659,523 5,595,312
Irredeemable Convertible
Unsecured Loan Stocks
- Equity component 25 25,490,695 48,873,277 49,151,154 25,490,695 48,873,277 49,151,154
Cash ow hedge reserve 26 (176,786) - - (176,786) - -
Warrants reserve 27 7,481,903 7,481,944 7,484,104 7,481,903 7,481,944 7,484,104
Exchange translation reserve (946,920) 100,669 - - - -
Unappropriated prot 28 205,928,928 177,456,692 158,263,184 15,720,340 12,644,615 8,556,420
Equity attributable to owners of
the Company 376,945,600 337,152,928 317,181,659 183,351,475 167,774,652 162,754,480
Non-controlling interest 73,594 77,269 86,161 - - -
Total equity 377,019,194 337,230,197 317,267,820 183,351,475 167,774,652 162,754,480

LIABILITIES
Non-current liabilities
- Liability component 25 7,135,355 17,353,272 21,923,448 7,135,355 17,353,272 21,923,448
Finance lease creditors 29 5,660,409 2,778,550 2,172,112 - - -
Borrowings 30 69,788,955 48,157,239 53,442,137 22,250,000 10,000,000 14,000,000
Deferred tax liabilities 31 4,252,108 3,511,535 3,462,508 - - -
Total non-current liabilities 86,836,827 71,800,596 81,000,205 29,385,355 27,353,272 35,923,448
Current liabilities
Trade payables 32 24,889,177 23,791,869 23,353,865 - - -
Other payables 33 15,919,482 10,416,750 8,765,183 619,412 1,265,274 1,117,062
Derivatives nancial instruments 17 203,734 250 - 176,786 - -
Amount due to a joint venture
company 10 351,134 234,735 357,353 - - -
Finance lease creditors 29 2,808,549 1,347,289 1,073,837 - - -
Borrowings 30 178,196,997 140,486,459 84,969,119 9,076,606 4,000,000 4,002,663
Dividend payable 6,092,454 5,392,535 2,710,819 6,092,454 5,392,535 2,710,819
Tax payable 6,904,840 5,872,091 2,555,548 122,226 708,189 72,294
Total current liabilities 235,366,367 187,541,978 123,785,724 16,087,484 11,365,998 7,902,838
Total liabilities 322,203,194 259,342,574 204,785,929 45,472,839 38,719,270 43,826,286
Total equity and liabilities 699,222,388 596,572,771 522,053,749 228,824,314 206,493,922 206,580,766
The accompanying notes form an integral part of the nancial statements.
annual report 2013
45
Group Company
Note 2013 2012 2013 2012
RM RM RM RM
Revenue 34 635,663,077 434,603,976 40,695,068 28,015,153
Cost of sales (486,207,022) (337,485,997) - -
Gross prot 149,456,055 97,117,979 40,695,068 28,015,153
Other income 7,028,156 7,711,120 4,962,966 4,499,470
Selling and distribution expenses (21,074,077) (13,219,828) - -
Administration expenses (40,811,413) (33,802,808) (3,932,575) (4,781,207)
Other expenses (3,088,628) (2,233,533) - -
Finance costs (12,269,017) (8,888,543) (2,768,210) (1,538,942)
Prot from operations 79,241,076 46,684,387 38,957,249 26,194,474
Share of prot in associate company 942,993 475,583 - -
Share of prot in joint venture company 70,789 37,789 - -
Prot before tax 35 80,254,858 47,197,759 38,957,249 26,194,474
Tax expense 36 (24,192,245) (12,974,399) (8,154,399) (6,812,650)
Net prot for the nancial year 56,062,613 34,223,360 30,802,850 19,381,824
Prot/(Loss) attributable to:-
Owners of the Company 56,066,288 34,232,252 30,802,850 19,381,824
Non-controlling interest (3,675) (8,892) - -
Earnings per share attributable to owners
of the Company
Earnings per 20 sen share
- Basic (sen) 37 11.73 7.60 - -
- Diluted (sen) 37 9.19 5.91 - -
INCOME
STATEMENTS
for the fnancial year ended 28 February 2013
annual report 2013
46
Group Company
2013 2012 2013 2012
RM RM RM RM
Other comprehensive (loss)/income, net of tax
Fair value loss on cash ow hedge (176,786) - (176,786) -
Foreign currency translation differences for foreign
operations (1,047,589) 100,669 - -
Realisation of revaluation reserve upon depreciation
of revalued assets 133,073 139,190 - -
Realisation of revaluation reserve upon disposal of
revalued assets - 115,695 - -
Transfer of revaluation reserve to unappropriated
prot (133,073) (254,885) - -
Other comprehensive (loss)/income for the nancial
year, net of tax (1,224,375) 100,669 (176,786) -
Total comprehensive income for the nancial year 54,838,238 34,324,029 30,626,064 19,381,824
Total comprehensive income attributable to:-
Owners of the Company 54,841,913 34,332,921 30,626,064 19,381,824
Non-controlling interest (3,675) (8,892) - -
Total comprehensive income for the nancial year 54,838,238 34,324,029 30,626,064 19,381,824
STATEMENTS OF
COMPREHENSIVE INCOME
annual report 2013
47

A
t
t
r
i
b
u
t
a
b
l
e

t
o

o
w
n
e
r
s

o
f

t
h
e

C
o
m
p
a
n
y

N
o
n
-
d
i
s
t
r
i
b
u
t
a
b
l
e

D
i
s
t
r
i
b
u
t
a
b
l
e

S
h
a
r
e
c
a
p
i
t
a
l
S
h
a
r
e
a
p
p
l
i
c
a
t
i
o
n
m
o
n
e
y
S
h
a
r
e
p
r
e
m
i
u
m
T
r
e
a
s
u
r
y
s
h
a
r
e
s
R
e
v
a
l
u
a
t
i
o
n
r
e
s
e
r
v
e
E
m
p
l
o
y
e
e
s
s
h
a
r
e
o
p
t
i
o
n
r
e
s
e
r
v
e
I
r
r
e
d
e
e
m
a
b
l
e

C
o
n
v
e
r
t
i
b
l
e

U
n
s
e
c
u
r
e
d

L
o
a
n

S
t
o
c
k
s
C
a
s
h

o
w
h
e
d
g
e
r
e
s
e
r
v
e
W
a
r
r
a
n
t
s
r
e
s
e
r
v
e
E
x
c
h
a
n
g
e
t
r
a
n
s
l
a
t
i
o
n
r
e
s
e
r
v
e
U
n
a
p
p
r
o
p
r
i
a
t
e
d
p
r
o
t
T
o
t
a
l
N
o
n
-
c
o
n
t
r
o
l
l
i
n
g
i
n
t
e
r
e
s
t
T
o
t
a
l
e
q
u
i
t
y
R
M
R
M
R
M
R
M
R
M
R
M
R
M
R
M
R
M
R
M
R
M
R
M
R
M
R
M
G
r
o
u
p
B
a
l
a
n
c
e

a
t

1

M
a
r
c
h

2
0
1
1
9
0
,
3
8
7
,
0
2
5
1
2
,
9
6
0
1
,
9
4
7
,
5
0
7
(
3
8
0
,
0
0
2
)
4
,
7
2
0
,
4
1
5
5
,
5
9
5
,
3
1
2
4
9
,
1
5
1
,
1
5
4
-
7
,
4
8
4
,
1
0
4
1
4
9
,
7
7
1
1
5
8
,
1
1
3
,
4
1
3
3
1
7
,
1
8
1
,
6
5
9
8
6
,
1
6
1
3
1
7
,
2
6
7
,
8
2
0
E
f
f
e
c
t

o
f

a
d
o
p
t
i
n
g

M
F
R
S

1
-
-
-
-
-
-
-
-
-
(
1
4
9
,
7
7
1
)
1
4
9
,
7
7
1
-
-
-
B
a
l
a
n
c
e

a
t

1

M
a
r
c
h

2
0
1
1
,
r
e
s
t
a
t
e
d
9
0
,
3
8
7
,
0
2
5
1
2
,
9
6
0
1
,
9
4
7
,
5
0
7
(
3
8
0
,
0
0
2
)
4
,
7
2
0
,
4
1
5
5
,
5
9
5
,
3
1
2
4
9
,
1
5
1
,
1
5
4
-
7
,
4
8
4
,
1
0
4
-
1
5
8
,
2
6
3
,
1
8
4
3
1
7
,
1
8
1
,
6
5
9
8
6
,
1
6
1
3
1
7
,
2
6
7
,
8
2
0
T
r
a
n
s
a
c
t
i
o
n
s

w
i
t
h

o
w
n
e
r
s
:
S
h
a
r
e

o
p
t
i
o
n

g
r
a
n
t
e
d

u
n
d
e
r

E
S
O
S
-
-
-
-
-
2
,
0
6
4
,
2
1
1
-
-
-
-
-
2
,
0
6
4
,
2
1
1
-
2
,
0
6
4
,
2
1
1
I
s
s
u
a
n
c
e

o
f

s
h
a
r
e
s

p
u
r
s
u
a
n
t

t
o

c
o
n
v
e
r
s
i
o
n

o
f

I
C
U
L
S
1
3
8
,
7
0
0
-
2
7
7
,
3
9
9
-
-
-
(
2
7
7
,
8
7
7
)
-
-
-
(
9
,
4
0
6
)
1
2
8
,
8
1
6
-
1
2
8
,
8
1
6
I
s
s
u
a
n
c
e

o
f

s
h
a
r
e
s

p
u
r
s
u
a
n
t

t
o

e
x
e
r
c
i
s
e

o
f

W
a
r
r
a
n
t
s
4
,
3
2
0
(
1
2
,
9
6
0
)
1
0
,
8
0
0
-
-
-
-
-
(
2
,
1
6
0
)
-
-
-
-
-
A
c
q
u
i
s
i
t
i
o
n

o
f

t
r
e
a
s
u
r
y

s
h
a
r
e
s
-
-
-
(
1
,
2
7
0
,
4
5
6
)
-
-
-
-
-
-
-
(
1
,
2
7
0
,
4
5
6
)
-
(
1
,
2
7
0
,
4
5
6
)
F
i
n
a
l

s
i
n
g
l
e

t
i
e
r

d
i
v
i
d
e
n
d

o
f

1
.
2
0

s
e
n

p
e
r

s
h
a
r
e
-
-
-
-
-
-
-
-
-
-
(
5
,
3
9
7
,
9
0
9
)
(
5
,
3
9
7
,
9
0
9
)
-
(
5
,
3
9
7
,
9
0
9
)
F
i
r
s
t

i
n
t
e
r
i
m

s
i
n
g
l
e

t
i
e
r

d
i
v
i
d
e
n
d

o
f

1
.
0
0

s
e
n

p
e
r

s
h
a
r
e
-
-
-
-
-
-
-
-
-
-
(
4
,
4
9
3
,
7
7
9
)
(
4
,
4
9
3
,
7
7
9
)
-
(
4
,
4
9
3
,
7
7
9
)
S
p
e
c
i
a
l

s
e
c
o
n
d

i
n
t
e
r
i
m
s
i
n
g
l
e

t
i
e
r

d
i
v
i
d
e
n
d

o
f

1
.
2
0

s
e
n

p
e
r

s
h
a
r
e
-
-
-
-
-
-
-
-
-
-
(
5
,
3
9
2
,
5
3
5
)
(
5
,
3
9
2
,
5
3
5
)
-
(
5
,
3
9
2
,
5
3
5
)
T
o
t
a
l

t
r
a
n
s
a
c
t
i
o
n
s

w
i
t
h

o
w
n
e
r
s
1
4
3
,
0
2
0
(
1
2
,
9
6
0
)
2
8
8
,
1
9
9
(
1
,
2
7
0
,
4
5
6
)
-
2
,
0
6
4
,
2
1
1
(
2
7
7
,
8
7
7
)
-
(
2
,
1
6
0
)
-
(
1
5
,
2
9
3
,
6
2
9
)
(
1
4
,
3
6
1
,
6
5
2
)
-
(
1
4
,
3
6
1
,
6
5
2
)
T
o
t
a
l

c
o
m
p
r
e
h
e
n
s
i
v
e

i
n
c
o
m
e
f
o
r

t
h
e

n
a
n
c
i
a
l

y
e
a
r
-
-
-
-
(
2
5
4
,
8
8
5
)
-
-
-
-
1
0
0
,
6
6
9
3
4
,
4
8
7
,
1
3
7
3
4
,
3
3
2
,
9
2
1
(
8
,
8
9
2
)
3
4
,
3
2
4
,
0
2
9
B
a
l
a
n
c
e

a
t

2
9

F
e
b
r
u
a
r
y

2
0
1
2
,

r
e
s
t
a
t
e
d
9
0
,
5
3
0
,
0
4
5
-
2
,
2
3
5
,
7
0
6
(
1
,
6
5
0
,
4
5
8
)
4
,
4
6
5
,
5
3
0
7
,
6
5
9
,
5
2
3
4
8
,
8
7
3
,
2
7
7
-
7
,
4
8
1
,
9
4
4
1
0
0
,
6
6
9
1
7
7
,
4
5
6
,
6
9
2
3
3
7
,
1
5
2
,
9
2
8
7
7
,
2
6
9
3
3
7
,
2
3
0
,
1
9
7
STATEMENTS OF
CHANGES IN EQUITY
annual report 2013
48

A
t
t
r
i
b
u
t
a
b
l
e

t
o

o
w
n
e
r
s

o
f

t
h
e

C
o
m
p
a
n
y

N
o
n
-
d
i
s
t
r
i
b
u
t
a
b
l
e

D
i
s
t
r
i
b
u
t
a
b
l
e

S
h
a
r
e
c
a
p
i
t
a
l
S
h
a
r
e
a
p
p
l
i
c
a
t
i
o
n
m
o
n
e
y
S
h
a
r
e
p
r
e
m
i
u
m
T
r
e
a
s
u
r
y
s
h
a
r
e
s
R
e
v
a
l
u
a
t
i
o
n
r
e
s
e
r
v
e
E
m
p
l
o
y
e
e
s
s
h
a
r
e
o
p
t
i
o
n
r
e
s
e
r
v
e
I
r
r
e
d
e
e
m
a
b
l
e

C
o
n
v
e
r
t
i
b
l
e

U
n
s
e
c
u
r
e
d

L
o
a
n

S
t
o
c
k
s
C
a
s
h

o
w
h
e
d
g
e
r
e
s
e
r
v
e
W
a
r
r
a
n
t
s
r
e
s
e
r
v
e
E
x
c
h
a
n
g
e
t
r
a
n
s
l
a
t
i
o
n
r
e
s
e
r
v
e
U
n
a
p
p
r
o
p
r
i
a
t
e
d
p
r
o
t
T
o
t
a
l
N
o
n
-
c
o
n
t
r
o
l
l
i
n
g
i
n
t
e
r
e
s
t
T
o
t
a
l
e
q
u
i
t
y
R
M
R
M
R
M
R
M
R
M
R
M
R
M
R
M
R
M
R
M
R
M
R
M
R
M
R
M
G
r
o
u
p

c
o
n
t
d
B
a
l
a
n
c
e

a
t

1

M
a
r
c
h

2
0
1
2
,

r
e
s
t
a
t
e
d
9
0
,
5
3
0
,
0
4
5
-
2
,
2
3
5
,
7
0
6
(
1
,
6
5
0
,
4
5
8
)
4
,
4
6
5
,
5
3
0
7
,
6
5
9
,
5
2
3
4
8
,
8
7
3
,
2
7
7
-
7
,
4
8
1
,
9
4
4
1
0
0
,
6
6
9
1
7
7
,
4
5
6
,
6
9
2
3
3
7
,
1
5
2
,
9
2
8
7
7
,
2
6
9
3
3
7
,
2
3
0
,
1
9
7
T
r
a
n
s
a
c
t
i
o
n
s

w
i
t
h

o
w
n
e
r
s
:
S
h
a
r
e

o
p
t
i
o
n

g
r
a
n
t
e
d

u
n
d
e
r
E
S
O
S
-
-
-
-
-
1
,
0
6
6
,
2
0
1
-
-
-
-
-
1
,
0
6
6
,
2
0
1
-
1
,
0
6
6
,
2
0
1
I
s
s
u
a
n
c
e

o
f

s
h
a
r
e
s

p
u
r
s
u
a
n
t

t
o

c
o
n
v
e
r
s
i
o
n

o
f

I
C
U
L
S
1
1
,
6
7
1
,
2
2
3
-
2
3
,
3
4
2
,
4
4
6
-
-
-
(
2
3
,
3
8
2
,
5
8
2
)
-
-
-
(
4
,
2
8
0
,
0
4
3
)
7
,
3
5
1
,
0
4
4
-
7
,
3
5
1
,
0
4
4
I
s
s
u
a
n
c
e

o
f

s
h
a
r
e
s

p
u
r
s
u
a
n
t

t
o

e
x
e
r
c
i
s
e

o
f

W
a
r
r
a
n
t
s
8
2
-
2
0
5
-
-
-
-
-
(
4
1
)
-
-
2
4
6
-
2
4
6
A
c
q
u
i
s
i
t
i
o
n

o
f

t
r
e
a
s
u
r
y

s
h
a
r
e
s
-
-
-
(
1
9
,
6
5
0
)
-
-
-
-
-
-
-
(
1
9
,
6
5
0
)
-
(
1
9
,
6
5
0
)
F
i
n
a
l

s
i
n
g
l
e

t
i
e
r

d
i
v
i
d
e
n
d

o
f

1
.
3
0

s
e
n

p
e
r

s
h
a
r
e
-
-
-
-
-
-
-
-
-
-
(
6
,
4
1
2
,
0
5
1
)
(
6
,
4
1
2
,
0
5
1
)
-
(
6
,
4
1
2
,
0
5
1
)
F
i
r
s
t

i
n
t
e
r
i
m

s
i
n
g
l
e

t
i
e
r

d
i
v
i
d
e
n
d

o
f

1
.
0
0

s
e
n

p
e
r

s
h
a
r
e
-
-
-
-
-
-
-
-
-
-
(
4
,
9
3
6
,
0
9
7
)
(
4
,
9
3
6
,
0
9
7
)
-
(
4
,
9
3
6
,
0
9
7
)
S
p
e
c
i
a
l

s
e
c
o
n
d

i
n
t
e
r
i
m

s
i
n
g
l
e

t
i
e
r

d
i
v
i
d
e
n
d

o
f

1
.
2
0

s
e
n

p
e
r

s
h
a
r
e
-
-
-
-
-
-
-
-
-
-
(
6
,
0
0
6
,
4
8
0
)
(
6
,
0
0
6
,
4
8
0
)
-
(
6
,
0
0
6
,
4
8
0
)
S
p
e
c
i
a
l

t
h
i
r
d

i
n
t
e
r
i
m

s
i
n
g
l
e

t
i
e
r

d
i
v
i
d
e
n
d

o
f

1
.
2
0

s
e
n

p
e
r

s
h
a
r
e
-
-
-
-
-
-
-
-
-
-
(
6
,
0
9
2
,
4
5
4
)
(
6
,
0
9
2
,
4
5
4
)
-
(
6
,
0
9
2
,
4
5
4
)
T
o
t
a
l

t
r
a
n
s
a
c
t
i
o
n
s

w
i
t
h

o
w
n
e
r
s
1
1
,
6
7
1
,
3
0
5
-
2
3
,
3
4
2
,
6
5
1
(
1
9
,
6
5
0
)
-
1
,
0
6
6
,
2
0
1
(
2
3
,
3
8
2
,
5
8
2
)
-
(
4
1
)
-
(
2
7
,
7
2
7
,
1
2
5
)
(
1
5
,
0
4
9
,
2
4
1
)
-
(
1
5
,
0
4
9
,
2
4
1
)
T
o
t
a
l

c
o
m
p
r
e
h
e
n
s
i
v
e

i
n
c
o
m
e

f
o
r

t
h
e

n
a
n
c
i
a
l

y
e
a
r
-
-
-
-
(
1
3
3
,
0
7
3
)
-
-
(
1
7
6
,
7
8
6
)
-
(
1
,
0
4
7
,
5
8
9
)
5
6
,
1
9
9
,
3
6
1
5
4
,
8
4
1
,
9
1
3
(
3
,
6
7
5
)
5
4
,
8
3
8
,
2
3
8
B
a
l
a
n
c
e

a
t

2
8

F
e
b
r
u
a
r
y

2
0
1
3
1
0
2
,
2
0
1
,
3
5
0
-
2
5
,
5
7
8
,
3
5
7
(
1
,
6
7
0
,
1
0
8
)
4
,
3
3
2
,
4
5
7
8
,
7
2
5
,
7
2
4
2
5
,
4
9
0
,
6
9
5
(
1
7
6
,
7
8
6
)
7
,
4
8
1
,
9
0
3
(
9
4
6
,
9
2
0
)
2
0
5
,
9
2
8
,
9
2
8
3
7
6
,
9
4
5
,
6
0
0
7
3
,
5
9
4
3
7
7
,
0
1
9
,
1
9
4
STATEMENTS OF
CHANGES IN EQUITY
contd
annual report 2013
49
Non-distributable Distributable

Share
capital
Share
application
money
Share
premium
Treasury
shares
Employees
share
option
reserve
Irredeemable
Convertible
Unsecured
Loan Stocks
Cash ow
hedge
reserve
Warrants
reserve
Unappropriated
prot
Total
equity
RM RM RM RM RM RM RM RM RM RM
Company
Balance at 1 March 2011 90,387,025 12,960 1,947,507 (380,002) 5,595,312 49,151,154 - 7,484,104 8,556,420 162,754,480
Transactions with
owners:
Share option granted
under ESOS - - - - 2,064,211 - - - - 2,064,211
Issuance of shares
pursuant to
conversion of ICULS 138,700 - 277,399 - - (277,877) - - (9,406) 128,816
Issuance of shares
pursuant to exercise
of Warrants 4,320 (12,960) 10,800 - - - - (2,160) - -
Acquisition of treasury
shares - - - (1,270,456) - - - - - (1,270,456)
Final single tier dividend
of 1.20 sen per share - - - - - - - - (5,397,909) (5,397,909)
First interim single tier
dividend of 1.00 sen
per share - - - - - - - - (4,493,779) (4,493,779)
Special second interim
single tier dividend of
1.20 sen per share - - - - - - - - (5,392,535) (5,392,535)
Total transactions with
owners 143,020 (12,960) 288,199 (1,270,456) 2,064,211 (277,877) - (2,160) (15,293,629) (14,361,652)
Total comprehensive
income for the
nancial year - - - - - - - - 19,381,824 19,381,824
Balance at 29 February
2012 90,530,045 - 2,235,706 (1,650,458) 7,659,523 48,873,277 - 7,481,944 12,644,615 167,774,652
STATEMENTS OF
CHANGES IN EQUITY
contd
annual report 2013
50
Non-distributable Distributable

Share
capital
Share
application
money
Share
premium
Treasury
shares
Employees
share
option
reserve
Irredeemable
Convertible
Unsecured
Loan Stocks
Cash ow
hedge
reserve
Warrants
reserve
Unappropriated
prot
Total
equity
RM RM RM RM RM RM RM RM RM RM
Company contd
Balance at 1 March 2012 90,530,045 - 2,235,706 (1,650,458) 7,659,523 48,873,277 - 7,481,944 12,644,615 167,774,652
Transactions with
owners:
Share option granted
under ESOS - - - - 1,066,201 - - - - 1,066,201
Issuance of shares
pursuant to
conversion of ICULS 11,671,223 - 23,342,446 - - (23,382,582) - - (4,280,043) 7,351,044
Issuance of shares
pursuant to exercise
of Warrants 82 - 205 - - - - (41) - 246
Acquisition of treasury
shares - - - (19,650) - - - - - (19,650)
Final single tier dividend
of 1.30 sen per share - - - - - - - - (6,412,051) (6,412,051)
First interim single tier
dividend of 1.00 sen
per share - - - - - - - - (4,936,097) (4,936,097)
Special second interim
1.20 sen per share - - - - - - - - (6,006,480) (6,006,480)
Special third interim
1.20 sen per share - - - - - - - - (6,092,454) (6,092,454)
Total transactions with
owners 11,671,305 - 23,342,651 (19,650) 1,066,201 (23,382,582) - (41) (27,727,125) (15,049,241)
Total comprehensive
income for the
nancial year - - - - - - (176,786) - 30,802,850 30,626,064
Balance at 28 February
2013 102,201,350 - 25,578,357 (1,670,108) 8,725,724 25,490,695 (176,786) 7,481,903 15,720,340 183,351,475
STATEMENTS OF
CHANGES IN EQUITY
contd
annual report 2013
51
Group Company
Note 2013 2012 2013 2012
RM RM RM RM
OPERATING ACTIVITIES
Prot before tax 80,254,858 47,197,759 38,957,249 26,194,474

Adjustments for:-
Allowance for impairment of receivables 2,926,233 1,957,963 - -
Inventories written down 1,736,204 534,501 - -
Amortisation of prepaid land lease payments 358,256 319,881 - -
Depreciation of property, plant and equipment 10,362,807 7,664,364 - -
Interest expense 11,139,406 7,723,293 2,768,210 1,538,942
Property, plant and equipment written off 157,382 1,259 - -
Reversal of inventories written down (6,341) (62,527) - -
Bad debts written off 414,503 2,475 - -
Employees Share Option Scheme expenses 1,066,201 2,064,211 1,066,201 2,064,211
Interest income (1,507,159) (2,385,279) (4,929,874) (4,496,527)
Share of prot in joint venture company (70,789) (37,789) - -
Share of prot in associate company (942,993) (475,583) - -
Dividend income (400) (288) (37,971,985) (25,921,018)
Gain on disposal of property, plant and
equipment and prepaid land lease payments (340,995) (1,588,392) - -
Gain from cross currency swap (15,771) - (15,771) -
Gain on disposal of investment property (800,000) (1,240,000) - -
Fair value loss/(gain) on derivatives nancial
instruments 26,948 (56,420) - -
Allowance for impairment of receivables no
longer required (2,202,964) (720,351) - -
Under/(Over) provision of leave entitlement 24,088 (16,900) - -
Unrealised loss/(gain) on foreign exchange 749,586 (66,188) 12,686 -
Operating prot/(loss) before working capital
changes 103,329,060 60,815,989 (113,284) (619,918)
Changes in working capital:-
Inventories (40,617,673) (31,197,312) - -
Receivables (9,508,709) (19,011,733) - 6,628
Payables 2,595,241 1,656,759 (453,305) 130,422
Subsidiary companies - - 61,106,156 2,348,464
Associate company 1,836,843 (32,265,157) - -
Joint venture 116,399 (122,618) - -
Cash ows from/(used in) operations 57,751,161 (20,124,072) 60,539,567 1,865,596
Dividend paid (22,747,163) (12,602,507) (22,747,163) (12,602,507)
Tax refund - 574,456 - -
Tax paid (23,182,897) (8,717,712) (327,290) (219,336)
Net cash ows from/(used in) operating
activities 11,821,101 (40,869,835) 37,465,114 (10,956,247)
STATEMENTS OF
CASH FLOWS
annual report 2013
52
Group Company
Note 2013 2012 2013 2012
RM RM RM RM
INVESTING ACTIVITIES
Dividend received 84,400 142,038 32,113,393 21,106,143
Advances to subsidiary companies - - (71,000,000) (28,783,629)
Interest received 1,507,159 2,385,279 4,929,874 4,496,527
Purchase of property, plant and equipment A (15,699,090) (18,903,380) - -
Investment in subsidiary companies B - - (44,503,014) (15,000,000)
Proceeds from disposal of property, plant and
equipment and prepaid land lease payments 400,000 541,106 - -
Proceeds from disposal of investment property 1,500,000 350,000 - -
Additional investment in associate company (262,500) - - -
Capital work-in-progress incurred (23,445,946) (11,830,366) - -
Purchase of prepaid land lease payments - (3,856,940) - -
Acquisition of subsidiary companies, net of
cash acquired B (40,721,731) - - -
Net cash ows used in investing activities (76,637,708) (31,172,263) (78,459,747) (18,180,959)

FINANCING ACTIVITIES
Proceeds from issuance of share capital 246 - 246 -
Purchase of treasury shares (19,650) (1,270,456) (19,650) (1,270,456)
Interest paid (14,110,893) (12,149,526) (5,535,354) (5,965,175)
Repayment of nance lease creditors (2,062,843) (1,316,111) - -
Proceeds from short-term borrowings 30,899,021 55,523,818 - -
Proceeds from nance lease creditors 650,000 - - -
Repayment of term loans (14,860,891) (12,544,218) (7,750,000) (4,000,000)
Drawndown of term loans 41,482,788 7,786,615 25,000,000 -
Net cash ows from/(used in) nancing
activities 41,977,778 36,030,122 11,695,242 (11,235,631)
CASH AND CASH EQUIVALENTS
Net change (22,838,829) (36,011,976) (29,299,391) (40,372,837)
Effect of exchange rate changes (341,414) (37,397) (189,472) -
At beginning of nancial year 102,333,289 138,382,662 34,971,259 75,344,096
At end of nancial year C 79,153,046 102,333,289 5,482,396 34,971,259
NOTES TO THE STATEMENTS OF CASH FLOWS
A. PURCHASE OF PROPERTY, PLANT AND EQUIPMENT
The Group acquired property, plant and equipment with an aggregate cost of RM21,454,672 (2012:
RM21,099,330) of which RM5,755,582 (2012: RM2,195,950) was acquired by means of nance lease. Cash
payment of RM15,699,090 (2012: RM18,903,380) was made to purchase the property, plant and equipment.
STATEMENTS OF
CASH FLOWS
contd
annual report 2013
53
B. ACQUISITION OF SUBSIDIARY COMPANIES
During the current nancial year, the Company acquired 2,000 shares of 1 each and 2 shares of RM1 each,
representing the entire paid-up share capital of Nautic Steels (Holdings) Limited and Nautic Steels Sdn. Bhd. for
a total cash consideration of 9,225,206 and RM2 respectively.
Group and Company
Nautic
Steels
(Holdings)
Limited
Nautic
Steels
Sdn. Bhd. Total
2013 2013 2013
RM RM RM
Property, plant and equipment 9,348,881 - 9,348,881
Inventories 20,788,145 - 20,788,145
Trade and other receivables 16,092,433 - 16,092,433
Cash and bank balances 3,781,281 2 3,781,283
Trade and other payables (3,751,227) - (3,751,227)
Tax payable (2,909,534) - (2,909,534)
Net assets acquired 43,349,979 2 43,349,981
Add: Decit of net fair value over acquisition cost 1,153,033 - 1,153,033
Cost of investment 44,503,012 2 44,503,014
The cash outow on acquisition is as follows:-
Cost of investment 44,503,012 2 44,503,014
Less: Non-cash consideration - - -
Companys cash outow on acquisition paid 44,503,012 2 44,503,014
Purchase consideration satised by cash (44,503,012) (2) (44,503,014)
Cash and cash equivalents of subsidiary companies 3,781,281 2 3,781,283
Net cash outow from the Group, net of cash and cash
equivalents acquired

(40,721,731)

-

(40,721,731)
C. CASH AND CASH EQUIVALENTS
Cash and cash equivalents included in the statements of cash ows comprise the following statements of
nancial position amounts:-

Group Company
2013 2012 2013 2012
RM RM RM RM
Cash and bank balances 73,265,944 79,505,526 1,760,396 14,751,259
Fixed deposits with licensed banks 5,887,102 22,827,763 3,722,000 20,220,000
79,153,046 102,333,289 5,482,396 34,971,259
STATEMENTS OF
CASH FLOWS
contd
annual report 2013
54
NOTES TO THE
FINANCIAL STATEMENTS
28 February 2013
1. GENERAL INFORMATION
The Company is principally engaged in investment holding and provision of management services.
The principal activities of the subsidiary companies, associate company and joint venture are disclosed in Notes
8, 9 and 10 to the Financial Statements respectively.
There have been no signicant changes in the nature of these activities during the nancial year.
The Company is a limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main
Market of Bursa Malaysia Securities Berhad. The registered ofce of the Company is located at Level 15-2,
Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur. The principal place of business of
the Company is located at PLO 234, Jalan Tembaga Satu, Pasir Gudang Industrial Estate, 81700 Pasir Gudang,
Johor Darul Takzim.
The nancial statements were authorised for issue by the Board of Directors in accordance with a resolution of
the Directors on 24 June 2013.
2. BASIS OF PREPARATION
2.1 Statement of Compliance
The nancial statements of the Group and of the Company have been prepared in accordance with
Malaysian Financial Reporting Standards (MFRSs), International Financial Reporting Standards (IFRS)
and the Companies Act 1965 in Malaysia.
2.2 Basis of Measurement
The nancial statements of the Group and of the Company are prepared under the historical cost
convention, unless otherwise indicated in the summary of signicant accounting policies.
2.3 Functional and Presentation Currency
The nancial statements are presented in Ringgit Malaysia (RM) which is the Groups and the Companys
functional currency and all values are rounded to the nearest RM except when otherwise stated.
2.4 First-time Adoption of MFRSs
In the previous years, the nancial statements of the Group and the Company were prepared in accordance
with Financial Reporting Standards (FRSs). These are the Groups and the Companys rst nancial
statements prepared in accordance with MFRSs and MFRS 1, First-time Adoption of Malaysian Financial
Reporting Standards has been applied.
The explanation and nancial impacts on transition to MFRSs are disclosed in Note 51.
annual report 2013
55
NOTES TO THE
28 February 2013
contd
2. BASIS OF PREPARATION contd
2.5 Standards Issued But Not Yet Effective
The Group and the Company have not applied the following MFRSs that have been issued by the Malaysian
Accounting Standards Board (MASB) but are not yet effective for the Group and the Company:
Amendments to MFRS effective on 1 July 2012:
MFRS 101 Presentation of Financial Statements - Presentation of Items of Other Comprehensive
Income
MFRSs effective on 1 January 2013:
MFRS 10 Consolidated Financial Statements
MFRS 11 Joint Arrangements
MFRS 12 Disclosure of Interests in Other Entities
MFRS 13 Fair Value Measurement
MFRS 119 Employee Benets (International Accounting Standard (IAS) 19 as amended by
International Accounting Standards Board (IASB) in June 2011)
MFRS 127 Separate Financial Statements (IAS 27 as amended by IASB in May 2011)
MFRS 128 Investments in Associates and Joint Ventures (IAS 28 as amended by IASB in May
2011)
IC Interpretation 20 Stripping Costs in the Production of A Surface Mine
Amendments to MFRSs effective on 1 January 2013:
MFRS 1 First-time Adoption of Malaysian Financial Reporting Standards - Government
Loans
MFRS 7 Financial Instruments: Disclosures - Offsetting Financial Assets and Financial
Liabilities
MFRS 10, 11 and 12 Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests
in Other Entities: Transition Guidance
Annual Improvements 2009 2011 Cycle issued in July 2012
Amendments to MFRSs effective on 1 January 2014:
MFRS 10, 12 and 127 Consolidated Financial Statements, Disclosure of Interests in Other Entities and
Separate Financial Statements: Investment Entities
MFRS 132 Financial Instruments: Presentation - Offsetting Financial Assets and Financial
Liabilities
MFRSs effective on 1 January 2015:
MFRS 7 Financial Instruments: Disclosures Mandatory Date of MFRS 9 and Transition
Disclosures
MFRS 9 Financial Instruments (IFRS 9 issued by IASB in November 2009)
MFRS 9 Financial Instruments (IFRS 9 issued by IASB in October 2010)
IC Interpretation 20 is not applicable to the Groups operations.
MFRS 10, 11, 12, 119, 127, 128 and IC Interpretation 20 are not applicable to the Companys operations.
annual report 2013
56
NOTES TO THE
28 February 2013
contd
2.5 Standards Issued But Not Yet Effective contd
The initial application of the above standards are not expected to have any nancial impacts to the nancial
statements upon the rst adoption, except for:
MFRS 9 Financial Instruments
MFRS 9 addresses the classication, measurement and recognition of nancial assets and nancial
liabilities. It replaces the guidance in MFRS 139 Financial Instruments: Recognition and Measurement.
MFRS 9 requires nancial assets to be classied into two measurement categories: fair value and amortised
cost, determined at initial recognition. The classication depends on the entitys business model for
managing its nancial instruments and the contractual cash ow characteristics of the instrument. Most of
the requirements for nancial liabilities are retained, except for cases where the fair value option is taken,
the part of a fair value change due to an entitys own risk is recorded in other comprehensive income rather
than prot or loss, unless this creates an accounting mismatch.
The adoption of MFRS 9 will result in a change in accounting policy. The Group is currently examining the
nancial impact of adopting MFRS 9.
MFRS 11 Joint Arrangements
MFRS 11 supersedes the FRS 131 Interest in Joint Ventures. It aligns more closely the accounting by the
investors with their rights and obligations relating to the joint arrangement. In addition, FRS 131s option of
using proportionate consolidation for joint ventures has been eliminated. MFRS 11 now requires the use of
the equity accounting method, which is currently used for investment in associates.
MFRS 13 Fair Value Measurement
MFRS 13 does not affect which items are required to be fair-valued, but claries the denition of fair value
and provides related guidance and enhance disclosures about fair value measurements. It replaces the
existing fair value guidance in different MFRSs.
The adoption of MFRS 13 will result in a change in accounting policy for the items measured at fair value in
the nancial statements. The Group is currently examining the nancial impact of adopting MFRS 13.
2.6 Signicant Accounting Estimates and Judgements
Estimates, assumptions concerning the future and judgements are made in the preparation of the nancial
statements. They affect the application of the Groups accounting policies and reported amounts of assets,
liabilities, income and expenses, and disclosures made. They are assessed on an on-going basis and are
based on experience and relevant factors, including expectations of future events that are believed to be
reasonable under the circumstances. The actual results may differ from the judgements, estimates, and
assumptions made by management, and will seldom equal the estimated results.
2.6.1 Estimation uncertainty
Information about signicant estimates and assumptions that have the most signicant effect on
recognition and measurement of assets, liabilities, income and expenses are discussed below.
Impairment of inventories
The management reviews inventories to identify damaged, obsolete and slow-moving inventories
which require judgement and changes in such estimates could result in revision to valuation of
inventories.
annual report 2013
57
NOTES TO THE
28 February 2013
contd
2.6 Signicant Accounting Estimates and Judgements contd
2.6.1 Estimation uncertainty contd
Useful lives of depreciable assets
The management estimates the useful lives of the property, plant and equipment to be within 3 to
50 years and reviews the useful lives of depreciable assets at each reporting date. At 28 February
2013, the management assesses that the useful lives represent the expected utility of the assets to
the Group. The carrying amounts are analysed in Note 4 to the Financial Statements. Actual results,
however, may vary due to change in the expected level of usage and technological developments,
which resulting the adjustment to the Groups assets.
Impairment of loans and receivables
The Group assesses at each reporting date whether there is any objective evidence that a nancial
asset is impaired. Factors such as probability of insolvency or signicant nancial difculties of the
receivables and default or signicant delay in payments are considered in determining whether there
is objective evidence of impairment.
Where there is objective evidence of impairment, the amount and timing of future cash ows are
estimated based on historical loss experience for assets with similar credit risk characteristics.
Impairment of property, plant and equipment and prepaid land lease payments
The Group carries out impairment tests based on a variety of estimation including value-in-use of
cash-generating unit to which the property, plant and equipment and prepaid land lease payments are
allocated. Estimating the value-in-use requires the Group to make an estimate of the expected future
cash ows from cash-generating unit and also to choose a suitable discount rate in order to calculate
present value of those cash ows.
Income taxes/Deferred tax liabilities
Signicant judgement is involved in determining the Group-wide provision for income taxes. There
are certain transactions and computations for which the ultimate tax determination is uncertain during
the ordinary course of business. The Group recognised tax liabilities based on estimates of whether
additional taxes will be due. Where the nal tax outcome is different from the amounts that were
initially recognised, such difference will impact the income tax and deferred tax provisions in the
period in which such determination is made.
Deferred tax assets
Deferred tax assets are recognised for all deductible temporary differences, unutilised tax losses,
unabsorbed capital allowances and unused tax credits to the extent that it is probable that taxable
prot will be available against which all the deductible temporary differences, unutilised tax losses
and unabsorbed capital allowances can be utilised. Signicant management judgement is required to
determine the amount of deferred tax assets that can be recognised, based upon the likely timing and
level of future taxable prots together with future tax planning strategies.
Assumptions about generation of future taxable prots depend on managements estimates of future
cash ows. These depend on estimates of future production and sales volume, operating costs,
capital expenditure, dividends and other capital management transactions. Judgement is also required
about application of income tax legislation. These judgements and assumptions are subject to risks
and uncertainty, hence there is a possibility that changes in circumstances will alter expectations,
which may impact the amount of deferred tax assets recognised in the statements of nancial position
and the amount of unrecognised tax losses and unrecognised temporary differences.
annual report 2013
58
NOTES TO THE
28 February 2013
contd
2.6.1 Estimation uncertainty contd
Employees share option

The Group measures the cost of equity-settled transactions with employees by reference to the fair
value of the equity instruments at the date at which they are granted. Estimating fair value for share-
based payment transactions requires determining the most appropriate valuation model, which is
dependent on the terms and conditions of the grant. This estimate also require determining the most
appropriate inputs to the valuation model including the expected life of the share option, volatility and
dividend yield and making assumptions about them. The assumptions and model used for estimating
fair value for share-based payment transactions, sensitivity analysis and the carrying amounts are
disclosed in Note 39 to the Financial Statements.
Fair value of nancial instruments
Management uses valuation techniques in measuring the fair value of nancial instruments where
active market quotes are not available. Details of the assumptions used are given in the notes
regarding nancial assets and liabilities. In applying the valuation techniques, management makes
maximum use of market inputs, and uses estimates and assumptions that are, as far as possible,
consistent with observable data that market participants would use in pricing the instrument. Where
applicable data is not observable, management uses its best estimate about the assumptions that
market participants would make. These estimates may vary from the actual prices that would be
achieved in an arms length transaction at the end of the reporting period.
Revaluation of property, plant and equipment
The Group measures its land and buildings at revalued amount with changes in fair value being
recognised in other comprehensive income. The Group engaged independent valuation specialists to
determine fair values.
The carrying amount of the land and buildings at the end of the reporting period, and the relevant
revaluation bases, are disclosed in Note 4 to the nancial statements.
2.6.2 Signicant management judgement
The following are signicant management judgements in applying the accounting policies of the Group
that have the most signicant effect on the nancial statements.
Classication between investment properties and owner-occupied properties
The Group determines whether a property qualies 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 ows largely
independently 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. The Group accounts for the portions separately if the portions could be sold separately (or
leased out separately under a nance lease). If the portions could not be sold separately, the property
is an investment property only if an insignicant 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
signicant that a property does not qualify as an investment property.
annual report 2013
59
NOTES TO THE
28 February 2013
contd
2.6.2 Signicant management judgement contd
Deferred tax assets
The assessment of the probability of future taxable income in which deferred tax assets can be utilised
is based on the Groups latest approved budget forecast, which is adjusted for signicant non-taxable
income and expenses and specic limits to the use of any unused tax loss or credit. The tax rules in
the numerous jurisdictions in which the Group operates are also carefully taken into consideration. If
a positive forecast of taxable income indicates the probable use of a deferred tax asset, especially
when it can be utilised without a time limit, that deferred tax asset is usually recognised in full. The
recognition of deferred tax assets that are subject to certain legal or economic limits or uncertainties
is assessed individually by management based on the specic facts and circumstances.
3. SIGNIFICANT ACCOUNTING POLICIES
The Group and the Company apply the signicant accounting policies, as summarised below, consistently
throughout all periods presented in the nancial statements and in preparing their opening MFRS statements of
nancial position at 1 March 2011 (the transition date to MFRS framework), unless otherwise stated.
3.1 Consolidation
3.1.1 Subsidiary companies
A subsidiary company is a company in which the Company or the Group has the power to exercise
control over the nancial and operating policies so as to obtain benets from its activities. In
assessing control, potential voting rights that presently are exercisable are taken into account.
Investment in subsidiary companies is stated at cost in the Companys statement of nancial position,
unless the investment is held for sale or distribution.
Upon the disposal of investment in a subsidiary company, the difference between the net disposal
proceeds and its carrying amount is included in prot or loss.
3.1.2 Basis of consolidation
The Groups nancial statements consolidate the audited nancial statements of the Company and all
of its subsidiary companies, which have been prepared in accordance with the Groups accounting
policies. Amounts reported in the nancial statements of subsidiary companies have been adjusted
where necessary to ensure consistency with the accounting policies adopted by the Group. The
nancial statements of the Company and its subsidiary companies are all drawn up to the same
reporting period.
All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-
group transactions are eliminated in full.
Subsidiary companies are consolidated from the date on which control is transferred to the Group
and are no longer consolidated from the date that control ceases.
Changes in the Company owners ownership interest in a subsidiary that do not result in a loss of
control are accounted for as equity transactions. In such circumstances, the carrying amounts of the
controlling and non-controlling interests are adjusted to reect the changes in their relative interests
in the subsidiary company. Any difference between the amount by which the non-controlling interest
is adjusted and the fair value of the consideration paid or received is recognised directly in equity and
attributed to owners of the parent.
annual report 2013
60
NOTES TO THE
28 February 2013
contd
3. SIGNIFICANT ACCOUNTING POLICIES contd
3.1 Consolidation contd
3.1.3 Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is
measured as the aggregate of the consideration transferred, measured at acquisition date fair value
and the amount of any non-controlling interest in the acquiree. For each business combination, the
Group elects whether it measures the non-controlling interest in the acquiree either at fair value or
at the proportionate share of the acquirees identiable net assets. Acquisition costs incurred are
expensed and included in administrative expenses.
When the Group acquires a business, it assesses the nancial assets and liabilities assumed for
appropriate classication and designation in accordance with the contractual terms, economic
circumstances and pertinent conditions as at the acquisition date. This includes the separation of
embedded derivatives in host contracts by the acquiree.
If the business combination is achieved in stages, the acquisition date fair value of the acquirers
previously held equity interest in the acquiree is remeasured to fair value at the acquisition date
through prot or loss.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at
the acquisition date. Subsequent changes in the fair value of the contingent consideration which is
deemed to be an asset or liability will be recognised in accordance with MFRS 139 either in prot or
loss or as a change to other comprehensive income. If the contingent consideration is classied as
equity, it will not be remeasured. Subsequent settlement is accounted for within equity. In instances
where the contingent consideration does not fall within the scope of MFRS 139, it is measured in
accordance with the appropriate MFRS.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration
transferred and the amount recognised for non-controlling interest over the net identiable assets
acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of
the subsidiary acquired, the difference is recognised in prot or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition
date, allocated to each of the Groups cash-generating units that are expected to benet from the
combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those
units.
Where goodwill forms part of a cash-generating unit and part of the operation within that 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 values of the operation disposed of and the
portion of the cash-generating unit retained.
As part of its transition to MFRS framework, the Group elected not to restate those business
combinations that occurred before the date of transition to MFRS. Goodwill arising from acquisitions
before 1 March 2011 has been carried forward from the previous FRS framework as at the date of
transition.
annual report 2013
61
NOTES TO THE
28 February 2013
contd
3.1.4 Loss of control
Upon the loss of control of a subsidiary company, the Group derecognises the assets and liabilities of
the subsidiary company, any non-controlling interests and the other components of equity related to the
subsidiary company. Any surplus or decit arising on the loss of control is recognised in prot or loss.
If the Group retains any interest in the previous subsidiary company, then such interest is measured
at fair value at the date that control is lost. Subsequently it is accounted for as an equity accounted
investee or as an available-for-sale nancial asset depending on the level of inuence retained.
3.1.5 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 nancial 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 prot or loss and other comprehensive income
as an allocation of the prot or loss and the 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 that results in a decit balance.
3.1.6 Associate company
An associate company is an entity in which the Group has signicant inuence, but no control, over
its nancial and operating policies.
The Groups investment in associate company is accounted for using the equity method. Under
the equity method, investment in an associate company is carried in the consolidated statement
of nancial position at cost plus post acquisition changes in the Groups share of net assets of the
associate company. Goodwill relating to the associate company is included in the carrying amount of
the investment and is neither amortised nor individually tested for impairment.
The share of the result of an associate company is reected in prot or loss. This is the prot
attributable to equity holders of the associate company and therefore is the prot after tax and non-
controlling interests in the associate company. When the Groups share of losses exceeds its interest
in an associate company, the carrying amount of that interest including any long-term investment is
reduced to zero, and the recognition of further losses is discontinued except to the extent that the
Group has an obligation or has made payments on behalf of the associate company.
Where there has been a change recognised directly in the equity of an associate company, the
Group recognises its share of any changes and discloses this, when applicable, in the consolidated
statement of changes in equity.
The nancial statements of the associate company are prepared as of the same reporting period
as the Company. Where necessary, adjustments are made to bring the accounting policies of the
associate company in line with those of the Group.
After application of the equity method, the Group determines whether it is necessary to recognise an
additional impairment loss on the Groups investment in its associate company. The Group determines
at each end of the reporting period whether there is any objective evidence that the investment in the
associate company is impaired. If this is the case, the Group calculates the amount of impairment as
the difference between the recoverable amount of the associate company and their carrying value and
recognise the amount in the share of prot of associates in prot or loss.
annual report 2013
62
NOTES TO THE
28 February 2013
contd
3.1.6 Associate company contd
Upon loss of signicant inuence over an associate company, the Group measures and recognises
any retaining investment at its fair value. Any difference between the carrying amount of the associate
company upon loss of signicant inuence and the fair value of the retaining investment and proceeds
from disposal is recognised in prot or loss.
In the Companys separate nancial statements, investment in associate company is stated at
cost less impairment losses. On disposal of such investments, the difference between net disposal
proceeds and their carrying amounts is included in prot or loss.
3.1.7 Joint venture
The Group has an interest in a joint venture which is a jointly-controlled entity, whereby the venturers
have a contractual arrangement that establishes joint control over the economic activities of the
entity. The agreement requires unanimous agreement for nancial and operating decisions among the
venturers.
The Groups interests in jointly-controlled entities are accounted for in the Groups financial
statements using the equity method from the date the Group obtains joint control until the date the
Group ceases to have joint control over the joint venture.
The nancial statements of the joint venture are prepared as of the same reporting period as the
Company. Where necessary, adjustments are made to bring the accounting policies in line with those
of the Group.
In the Companys statement of nancial position, investment in jointly-controlled entity is stated at
cost less impairment losses. On disposal of such investment, the difference between net disposal
proceeds and their carrying amount is included in the prot or loss.
3.2 Property, Plant and Equipment
Property, plant and equipment are initially stated at cost. Land and buildings are subsequently shown at
market value, based on valuations by external valuers, less subsequent depreciation and any impairment
losses. All other property, plant and equipment are stated at historical cost less accumulated depreciation
and any impairment losses.
Revaluation is made at least once in every ve years based on valuation by an independent valuer on
an open market value basis. Any revaluation increase is credited to equity as a revaluation surplus,
except to the extent that it reverses a revaluation decrease for the same asset previously recognised
as an expense, in which case, the increase is recognised in prot or loss to the extent of the decrease
previously recognised. A revaluation decrease is rst offset against an increase on unutilised valuation
surplus in respect of the same asset and is thereafter recognised as an expense. Upon the disposal of
revalued assets, the attributable revaluation surplus remaining in the revaluation reserve is transferred to
unappropriated prot.
Depreciation is provided on the straight-line method in order to write off the cost of each asset over its
estimated useful life. No depreciation is provided on freehold land.
annual report 2013
63
NOTES TO THE
28 February 2013
contd
3.2 Property, Plant and Equipment contd
The principal annual depreciation rates used are as follows:-

Factory buildings 2.00% - 5.50%
Renovation, warehouse extension and electrical installation 10.00% - 20.00%
Computers and software 20.00% - 33.33%
Crane, plant and machinery 7.00% - 15.00%
Factory equipment 10.00% - 25.00%
Ofce equipments, furniture and ttings 10.00% - 20.00%
Telecommunication system, forklift and motor vehicles 15.00% - 25.00%
Restoration cost relating to an item of property, plant and equipment is capitalised only if such expenditure
is expected to increase the future benets from the existing property, plant and equipment beyond its
previously assessed standard of performance.
Property, plant and equipment are written down to recoverable amount if, in the opinion of the Directors,
it is less than their carrying value. Recoverable amount is the net selling price of the property, plant and
equipment i.e. the amount obtainable from the sale of an asset in an arms length transaction between
knowledgeable, willing parties, less the costs of disposal.
The residual values, useful life and depreciation method are reviewed at each nancial year end to ensure
that the amount, method and period of depreciation are consistent with previous estimates and the
expected pattern of consumption of the future economic benets embodied in the items of property, plant
and equipment.
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benets are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is
included in prot or loss in the nancial year in which the asset is derecognised.
3.3 Investment Properties
Investment properties consist of land and buildings held for capital appreciation or rental purpose and not
occupied by the Group or only an insignicant portion is occupied for use or in the operations of the Group.
Investment properties are treated as long-term investments and are measured initially at cost, including
transaction costs. The carrying amount includes the cost of replacing part of an existing investment
property at the time that cost is incurred if the recognition criteria are met and excludes the costs of day-
to-day servicing of an investment property.
Subsequent to initial recognition, investment properties are stated at fair value, which reects market
conditions at the reporting date. Gain or losses arising from changes in the fair values of investment
properties are included in prot or loss in the nancial year in which they arise.
Investment properties are derecognised when either they are disposed of or when they are permanently
withdrawn from use and no future economic benet is expected from the disposal. Any gain or loss on
the retirement or disposal of an investment property is recognised in prot or loss in the nancial year of
retirement or disposal.
3.4 Inventories
Inventories comprises raw materials, work-in-progress and nished goods are stated at the lower of cost
and net realisable value.
Inventories are determined on weighted average method.
annual report 2013
64
NOTES TO THE
28 February 2013
contd
3.4 Inventories contd
Cost of raw materials refers to invoiced cost of goods purchased plus incidental handling and freight
charges.
Cost of work-in-progress and nished goods include raw materials, direct labour, other direct costs and an
appropriate proportion of manufacturing 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.
3.5 Leases
Accounting by lessees
Finance leases
Lease of property, plant and equipment acquired under hire purchase and nance lease arrangements
which transfer substantially all the risks and rewards of ownership to the Group are capitalised. The
depreciation policy on these assets is similar to that of the Groups property, plant and equipment
depreciation policy.
Outstanding obligation due under hire purchase and nance lease arrangements after deducting nance
expenses are included as liabilities in the nancial statements. Finance charges on hire purchase and
nance lease arrangements are allocated to prot or loss over the period of the respective agreements.
Operating leases
Leased payments for operating leases, where substantially all the risk and benets remain with the lessor,
are charged as expenses in the period in which they are incurred.
Leasehold land
Leasehold land that normally has an indenite economic life and title is not expected to pass to the Group
by the end of the lease term is treated as operating lease. The payment made on entering into or acquiring
a leasehold land is accounted for as prepaid land lease payment and is amortised over the respective lease
term ranging from 60 to 88 years (29.2.2012: 60 to 88 years and 1.3.2011: 42 to 88 years).
3.6 Foreign Currency Translation
The Groups consolidated nancial statements are presented in RM, which is also the parent companys
functional currency.
3.6.1 Foreign currency transactions and balances
Transactions in foreign currencies are initially recorded at the functional currency rates prevailing at
the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional
currency spot rate of exchange ruling at the reporting date.
All differences are taken to the prot or loss with the exception of all monetary items that forms part
of a net investment in a foreign operation. These are recognised in other comprehensive income until
the disposal of the net investment, at which time they are reclassied to prot or loss. Tax charges
and credits attributable to exchange differences on those monetary items are also recorded in other
comprehensive income.
annual report 2013
65
NOTES TO THE
28 February 2013
contd
3.6 Foreign Currency Translation contd
3.6.1 Foreign currency transactions and balances contd
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated
using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at
fair value in a foreign currency are translated using the exchange rates at the date when the fair value
is determined. The gain or loss arising in translation of non-monetary items is recognised in line with
the gain or loss of the item that gave rise to the translation difference (translation differences on items
whose gain or loss is recognised in other comprehensive income or prot or loss is also recognised in
other comprehensive income or prot or loss respectively).
3.6.2 Foreign operations
The assets and liabilities of foreign operations are translated into RM at the rate of exchange
prevailing at the reporting date and their prot or loss and other comprehensive income are translated
at average rate over the reporting period. The exchange differences arising on the translation are
recognised in other comprehensive income. On disposal of a foreign operation, the component of
other comprehensive income relating to that particular foreign operation is recognised in the prot or
loss.
Any goodwill arising on the acquisition of a foreign operation subsequent to 1 January 2011 and any
fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are
treated as assets and liabilities of the foreign operation and translated at the closing rate.
Prior to 1 March 2011, which is the date of transition to MFRS, the Group treated goodwill and any
fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition as
assets and liabilities of the parent. Therefore, those assets and liabilities are non-monetary items
already expressed in the functional currency of the parent and no further translation differences occur.
3.7 Income Tax
Income tax on prot or loss for the year comprises current and deferred tax. Current tax expense is the
expected amount of income taxes payable in respect of the taxable prot for the nancial year and is
measured using the tax rates that have been enacted or substantively enacted by the reporting date.
Deferred tax liabilities and assets are provided for under the liability method at the current tax rate in
respect of all temporary differences at the reporting date between the carrying amount of an asset or
liability in the statements of nancial position and its tax base including unused tax losses and capital
allowances.
Deferred tax asset are recognised only to the extent that it is probable that taxable prot will be available
against which the deductible temporary differences can be utilised. The carrying amount of a deferred tax
asset is reviewed at each reporting date. If it is no longer probable that sufcient taxable prot will be
available to allow the benet of part or all of that deferred tax asset to be utilised, the carrying amount of
the deferred tax asset will be reduced accordingly. When it becomes probable that sufcient taxable prot
will be available, such reductions will be reversed to the extent of the taxable prot.
Current and deferred tax are recognised in prot or loss, except when it arises from a transaction which is
recognised directly in equity, in which case the deferred tax is also charged or credited directly in equity, or
when it arises from a business combination that is an acquisition, in which case the deferred tax is included
in the resulting goodwill.
Deferred tax is 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 tax rates that have been enacted or substantively enacted by the
reporting date.
annual report 2013
66
NOTES TO THE
28 February 2013
contd
3.7 Income Tax contd
Value-added tax and goods services tax

The Groups sale of goods may subject to value-added tax (VAT) or goods services tax (GST) in
accordance with rules applicable in the jurisdication where the Group operates.
The net amount of such taxes recoverable from, or payable to the authority is included as part of other
receivables or other payables in the statements of nancial position.
Revenues, expenses and assets are recognised net of the amount of taxes except:-
(i) where the taxes incurred on the purchase of assets or services is not recoverable from the taxation
authority, in which case the tax incurred is recognised as part of the cost of acquisition of the asset or
as part of the expense item as applicable; and
(ii) receivables and payables stated is inclusive of the tax elements.
3.8 Impairment of Financial Assets
The Group assesses at each reporting date whether there is any objective evidence indicating that a
nancial asset is impaired.
Trade and other receivables and other nancial assets carried at amortised cost
The Group considers factors such as the probability of insolvency or signicant nancial difculties of the
debtor and default or signicant delay in payments to determine whether there is objective evidence that an
impairment loss has occurred. For certain categories of nancial assets, such as trade receivables, assets
that are assessed not to be impaired individually are subsequently assessed for impairment on a collective
basis based on similar risk characteristics. Objective evidence of impairment for a portfolio of receivables
could include the Groups past experience with industry group, increase in cases of delayed payments and
observable changes in economic conditions.
If such evidence exists, the amount of impairment loss is measured as the difference between the assets
carrying amount and the present value of estimated future cash ows discounted at the nancial assets
original effective interest rate and the loss is recognised in prot or loss.
The carrying amount of the nancial asset is reduced by the impairment loss directly for all nancial assets
with the exception of trade and other receivables, where the carrying amount is reduced through the use of
an allowance account. When a trade and other receivable becomes uncollectible, it is written off against the
allowance account.
If in a subsequent period, the amount of the impairment loss decreases and the decrease 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 reversal is recognised in prot or loss.
Available-for-sale nancial assets
Signicant or prolonged decline in fair value below cost, signicant nancial difculties of the issuer or
obligor, and the disappearance of an active trading market are considerations to determine whether there is
objective evidence that investment securities classied as available-for-sale nancial assets are impaired.
If an available-for-sale nancial asset is impaired, an amount comprising the difference between its cost (net
of any principal payment and amortisation) and its current fair value, less any impairment loss previously
recognised in prot or loss, is transferred from equity to prot or loss.
annual report 2013
67
NOTES TO THE
28 February 2013
contd
3.8 Impairment of Financial Assets contd
Available-for-sale nancial assets contd
Impairment losses on available-for-sale equity investments are not reversed in prot or loss in the
subsequent periods. Increase in fair value, if any, subsequent to impairment loss is recognised in statement
of comprehensive income. For available-for-sale debt investments, impairment losses are subsequently
reversed in prot or loss if an increase in the fair value of the investment can be objectively related to an
event occurring after the recognition of the impairment loss in prot or loss.
3.9 Impairment of Non-nancial Assets
At each reporting date, the Group reviews the carrying amounts of non-nancial assets to determine
whether there is any indication of impairment.
If any such indication exists, or when annual impairment testing for an asset is required, the recoverable
amount is estimated and an impairment loss is recognised whenever the recoverable amount of the asset
or a cash-generating unit is less than its carrying amount. Recoverable amount of an asset or a cash-
generating unit is the higher of its fair value less costs to sell and its value in use.
In assessing value in use, estimated future cash ows are discounted to present value using a pre-tax
discount rate that reects current market assessments of the time value of money and the risks specic
to the asset. Impairment losses of continuing operations are recognised in prot or loss in those expense
categories consistent with the function of the impaired asset.
An impairment loss is recognised as an expense in prot or loss immediately, unless the asset is carried
at a revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the
extent of previously recognised revaluation surplus for the same asset.
An assessment is made at each reporting date as to whether there is any indication that previously
recognised impairment losses for an asset other than goodwill may no longer exist or may have decreased.
If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss
is reversed only if there has been a change in the estimates used to determine the assets recoverable
amount. That increased amount cannot exceed the carrying amount that would have been determined, net
of depreciation, had no impairment loss been recognised for the asset in prior years.
All reversals of impairment losses are recognised as income immediately in prot or loss unless the asset is
carried at revalued amount, in which case, the reversal in excess of impairment loss previously recognised
through prot or loss is treated as revaluation increase. After such a reversal, depreciation charge is
adjusted in future periods to allocate the revised carrying amount of the asset, less any residual value, on a
systematic basis over its remaining useful life.
3.10 Financial Assets

Financial assets are recognised in the statements of nancial position when, and only when, the Group
and the Company become a party to the contractual provisions of the nancial instrument and they are
derecognised when the contractual rights to the cash ows from the nancial asset expire, or when the
nancial asset and all substantial risks and rewards are transferred.
Financial assets are measured initially at fair value plus transactions costs, except for nancial assets
carried at fair value through prot or loss, which are measured initially at fair value. Financial assets are
subsequently measured as described below.

annual report 2013
68
NOTES TO THE
28 February 2013
contd
3.10 Financial Assets contd
For the purpose of subsequent measurement, nancial assets other than those designated and effective as
hedging instruments are classied into the following categories upon initial recognition:-
a) Loans and receivables
b) Financial assets at fair value through prot or loss
c) Held to maturity investments
d) Available-for-sale nancial assets
The category mentioned above determines subsequent measurement of a nancial asset and whether any
resulting income and expense is recognised in prot or loss or in statement of comprehensive income. All
nancial assets except for those at fair value through prot or loss are subject to review for impairment
at least once at each reporting date. Financial assets are impaired when there is any objective evidence
that a nancial asset or a group of nancial assets is impaired. Different criteria are applied to determine
impairment for each category of nancial assets, as described in Note 3.8.
All income and expenses relating to nancial assets are recognised in prot or loss.
Other than loans and receivables and available-for-sale nancial assets, the Group does not have nancial
assets at fair value through prot or loss and held-to-maturity investments.
Loans and receivables

Loans and receivables are non-derivative nancial assets with xed or determinable payments that are not
quoted in an active market and they are measured at amortised cost using effective interest method, less
provision for impairment subsequently. Discounting is omitted where the effect of discounting is immaterial
in subsequent measurement. Cash and cash equivalents, amount due from an associate company, trade
and most other receivables of the Group and of the Company fall into this category of nancial instruments.
Loans and receivables are classied as current assets and those that mature 12 months after the reporting
date are classied as non-current.
Available-for-sale nancial assets
Available-for-sale nancial assets are non-derivative nancial assets that are either designated to this
category or do not qualify for inclusion in any of the other categories of nancial assets. The Groups
available-for-sale nancial assets include quoted equity instruments.
Available-for-sale nancial assets are measured at fair value subsequent to the initial recognition. Gains
and losses are recognised in statement of comprehensive income and reported within the available-for-sale
reserve within equity, except for impairment losses and foreign exchange differences on monetary assets,
which are recognised in prot or loss. When the asset is disposed of or is determined to be impaired, the
cumulative gain or loss recognised in statement of comprehensive income is reclassied from the equity
reserve to prot or loss and presented as a reclassication adjustment within statement of comprehensive
income.
Interest calculated using the effective interest method and dividends are recognised in prot or loss.
Dividends on an available-for-sale equity are recognised in prot or loss when the Groups right to receive
payment is established.
Investment in equity instruments whose fair value cannot be reliably measured are measured at cost less
impairment loss.
Available-for-sale nancial assets are classied as non-current assets unless they are expected to be
realised within 12 months after the reporting date.
annual report 2013
69
NOTES TO THE
28 February 2013
contd
3.11 Financial Liabilities
Financial liabilities are recognised when the Group becomes a party to the contractual provisions of the
nancial instrument. Financial liability is derecognised when it is extinguished, discharged, cancelled or
expires.
Financial liabilities are measured initially at fair value plus transactions costs, except for nancial liabilities
carried at fair value through prot or loss, which are measured initially at fair value. Subsequently, they are
measured at amortised cost using the effective interest method except for nancial liabilities held for trading
or designated at fair value through prot or loss, that are carried subsequently at fair value with gains or
losses recognised in prot or loss.
All derivative nancial instruments which are not designated and effective as hedging instruments are
accounted for at fair value through prot or loss.
The Groups nancial liabilities include Irredeemable Convertible Unsecured Loan Stocks, borrowings,
nance lease creditors, amount due to a joint venture company, trade and other payables.
3.12 Revenue Recognition
Revenue from sale of goods is recognised when the goods are delivered, net of discount and return.

Rental income is recognised when the rent is due.
Interest income is accounted for on accrual basis.
Dividend income is recognised when the Groups right to receive payment is established.
Insurance commission received is recognised on receivable basis.
Sales and inter-company transactions between companies of the Group are excluded from revenue of the
Group.
3.13 Interest-bearing Borrowings
Interest-bearing borrowings are recorded at the amount of proceeds received, net of transaction costs
incurred. Borrowing costs are recognised as an expense in prot or loss in the period in which they are
incurred. However, borrowing costs incurred to nance the construction of property, plant and equipment
are capitalised as part of the cost of those assets during the period of time that is required to complete and
prepare the assets for its intended use.
3.14 Employee Benets
(a) Short term benets
Wages, salaries, bonuses and social security contributions are recognised as an expense in the
nancial year, in which the associated services are rendered by employees of the Group. Short term
accumulating compensated absences such as paid annual leave are recognised when services are
rendered by 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.
annual report 2013
70
NOTES TO THE
28 February 2013
contd
3.14 Employee Benets contd
(b) Dened contribution plans
Dened contribution plans are post-employment benet plans under which the Group pays xed
contributions into separate entities or funds and will have no legal or constructive obligation to pay
further contribution if any of the funds do not hold sufcient assets to pay all employee benets
relating to employee services in the current and preceding nancial years.
Such contributions are recognised as an expense in prot or loss as incurred. As required by law,
companies in Malaysia made such contributions to the Employees Provident Fund (EPF). Some
of the Groups foreign subsidiaries also made contributions to their respective countries statutory
pension schemes.
3.15 Share-based Payment Transactions
Share-based payment transactions of the Company
Equity-settled share-based payments to employees and others providing similar services are measured
at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair
value of equity-settled share-based transactions are set out in Note 39 to the Financial Statements.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a
straight-line basis over the vesting period, based on the Groups estimate of equity instruments that will
eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group
revises its estimate of the number of equity instruments expected to vest. The impact of the revision of
the original estimates, if any, is recognised in prot or loss such that the cumulative expense reects the
revised estimate, with a corresponding adjustment to the equity-settled employee benets reserve.
The policy described above is applied to all equity-settled share-based payment transactions that were
granted after 31 December 2004 and vested after 1 January 2006. No amounts have been recognised in
the consolidated nancial statements in respect of other equity-settled shared-based payments.
Equity-settled share-based payment transactions with parties other than employees are measured at the
fair value of the goods or services received, except where that fair value cannot be estimated reliably, in
which case they are measured at the fair value of the equity instruments granted, measured at the date the
entity obtains the goods or the counterparty renders the service.
For cash-settled share-based payments, a liability is recognised for the goods or services acquired,
measured initially at the fair value of the liability. At the end of each reporting period until the liability is
settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair
value recognised in prot or loss for the year.
Share-based payment transactions of the acquiree in a business combination
When the share-based payment awards held by the employees of an acquiree (acquiree awards) are
replaced by the Groups share-based payment awards (replacement awards), both the acquiree awards and
the replacement awards are measured in accordance with MFRS 2 Share-based Payment (market-based
measure) at the acquisition date. The portion of the replacement awards that is included in measuring
the consideration transferred in a business combination equals the market-based measure of the acquiree
awards multiplied by the ratio of the portion of the vesting period completed to the greater of the total
vesting period or the original vesting period of the acquiree award. The excess of the market-based
measure of the replacement awards over the market-based measure of the acquiree awards included in
measuring the consideration transferred is recognised as remuneration cost for post-combination service.
annual report 2013
71
NOTES TO THE
28 February 2013
contd
3.15 Share-based Payment Transactions contd
Share-based payment transactions of the acquiree in a business combination contd
However, when the acquiree awards expire as a consequence of a business combination and the Group
replaces those awards when it does not have an obligation to do so, the replacement awards are measured
at their market-based measure in accordance with MFRS 2. All of the market-based measure of the
replacement awards is recognised as remuneration cost for post-combination service.
At the acquisition date, when the outstanding equity-settled share-based payment transactions held by the
employees of an acquiree are not exchanged by the Group for its share-based payment transactions, the
acquiree share-based payment transactions are measured at their market-based measure at the acquisition
date. If the share-based payment transactions have vested by the acquisition date, they are included as part
of the non-controlling interest in the acquiree. However, if the share-based payment transactions have not
vested by the acquisition date, the market-based measure of the unvested share-based payment transactions
is allocated to the non-controlling interest in the acquiree based on the ratio of the portion of the vesting
period completed to the greater of the total vesting period or the original vesting period of the share-based
payment transaction. The balance is recognised as remuneration cost for post-combination service.
3.16 Dividends
Final dividends proposed by the Directors are not accounted for in shareholders equity as an appropriation
of unappropriated prot, until they have been approved by the shareholders in a general meeting. When
these dividends have been approved by the shareholders and declared, they were recognised as a liability.
Interim dividends are simultaneously proposed and declared, because the articles of association of the
Company grant the Directors the authority to declare interim dividends. Consequently, interim dividends are
recognised directly as a liability when they are proposed and declared.
3.17 Financial Guarantee Contracts
A nancial guarantee contract is a contract that requires the issuer to make specied payments to
reimburse the holder for a loss it incurs because a specied debtor fails to make payment when due.
Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction costs.
Subsequent to initial recognition, nancial guarantee contracts are recognised as income in prot or loss
over the period of the guarantee. If the debtor fails to make payment relating to nancial guarantee contract
when it is due and the Group, as the issuer, is required to reimburse the holder for the associated loss,
the liability is measured at the higher of the best estimate of the expenditure required to settle the present
obligation at the reporting date and the amount initially recognised less cumulative amortisation.
3.18 Provisions
Provisions are recognised when there is a present legal or constructive obligation that can be estimated
reliably, as a result of a past event, when it is probable that an outow of resources embodying economic
benets will be required to settle the obligation and a reliable estimate can be made of the amount of the
obligation. Provisions are not recognised for future operating losses.
Any reimbursement that the Group can be virtually certain to collect from a third party with respect to the
obligation is recognised as a separate asset. However, this asset may not exceed the amount of the related
provision.
Provisions are reviewed at each reporting date and adjusted to reect the current best estimate. If it is no
longer probable that an outow of economic resources will be required to settle the obligation, the provision
is reversed. Where the effect of the time value of money is material, provisions are discounted using a
current pre-tax rate that reects, where appropriate, the risks specic to the liability. When discounting is
used, the increase in the provisions due to the passage of time is recognised as a nance cost.
annual report 2013
72
NOTES TO THE
28 February 2013
contd
3.19 Cash and Cash Equivalents
Cash and cash equivalents comprise cash on hand, bank balances, short term demand deposits and highly
liquid investments which are readily convertible to known amount of cash and which are subject to an
insignicant risk of changes in value.
For the purpose of the statements of nancial position, cash and cash equivalents restricted to be used to
settle a liability of 12 months or more after the reporting date are classied as non-current asset.
3.20 Segment Reporting
In identifying its operating segments, management generally follows the Groups internal reports regularly
reviewed by the Groups chief operating decision makers in order to allocate resources to the respective
segments and to assess their performance.
3.21 Inter-segment Transfers
Segment revenues, expenses and result include transfers between segments. The prices charged on inter-
segment transactions are based on negotiation basis. These transfers are eliminated on consolidation.
3.22 Equity and Reserves
An equity instrument is any contract that evidences a residual interest in the assets of the Group and the
Company after deducting all of their liabilities. Ordinary shares are equity instruments.
Share capital represents the nominal value of shares that have been issued.
Share premium includes any premiums received on issue of share capital. Any transaction costs associated
with the issuing of shares are deducted from share premium, net of any related income tax benets.
The revaluation reserve within equity comprises gains and losses due to the revaluation of property, plant
and equipment. Foreign currency translation differences arising on the translation of the Groups foreign
entities are included in the exchange translation reserve. Gains and losses on certain nancial instruments
are included in reserves for available-for-sale nancial assets and cash-ow hedges respectively.
Retained earnings include all current and prior period retained prots.
All transactions with owners of the Company are recorded separately within equity.
3.23 Treasury Shares

When issued share of the Company are repurchased, the consideration paid, including directly attributable
costs is presented as a change in equity. Repurchased shares that have not been cancelled are classify as
treasury shares and presented as a deduction from equity. No gain or loss is recognised in the prot or loss
on the sale, reissuance or cancellation of treasury shares.
When treasury shares are distributed as share dividends, the cost of the treasury shares is applied in the
reduction of the share premium account or distributable reserves, or both.
When treasury shares are reissued by resale, the difference between the sale consideration net of directly
attributable costs and the carrying amount of the treasury shares is shown as a movement in equity.
annual report 2013
73
NOTES TO THE
28 February 2013
contd
3.24 Capital Work-in-progress

Capital work-in-progress consists of building and plant and machinery under construction/installation for
intended use as production facilities. The amount is stated at cost and includes capitalisation of interest
incurred on borrowings related to property, plant and equipment under construction/installation until the
property, plant and equipment are ready for their intended use.
3.25 Goodwill/Negative Goodwill
Goodwill/(Negative goodwill) represents the excess/(decit) of the cost of acquisition of subsidiary company
acquired over the Groups share of the fair values of their separable net assets at the date of acquisition.
The goodwill is retained in the consolidated statement of nancial position and subject to annual impairment
review. The negative goodwill is credited immediately to prot or loss as it arises.
3.26 Contingent Liabilities
A contingent liability is a possible obligation that arises from past events and whose existence will
be conrmed by the occurrences or non-occurrence of one or more uncertain future events not wholly
within the control of the Group. It can also be a present obligation arising from past events that is not
recognised because it is not probable that an outow of economic resources will be required or the amount
of obligation cannot be measure reliably.
3.27 Irredeemable Convertible Unsecured Loan Stocks (ICULS)
The ICULS are regarded as compound nancial instruments, consisting of a liability component and an
equity component. At the date of issue, the fair value of the liability component is estimated by discounting
the future contractual cash ows at the prevailing market interest rate available to the Company. The
difference between the proceeds of issue of the ICULS and the fair value assigned to the liability
component, representing the conversion option is accounted in the shareholders equity.
The liability component is subsequently stated at amortised cost using the effective interest rate method
until extinguished on conversion whilst the value of the equity component is not adjusted in subsequent
periods except on exercise and conversion to ordinary shares.
Under the effective interest rate method, the interest expense on the liability component is calculated by
applying the prevailing market interest rate. The difference between this amount and the interest paid is
added to the carrying value of the ICULS.
3.28 Warrants
The free detachable warrants were issued pursuant to the ICULS of the Company. The issuance of ordinary
shares upon exercise of the warrants is treated as new subscription of ordinary shares for the consideration
equivalent to the exercise price of the warrants.
Upon exercise of warrants, the proceeds are credited to share capital and share premium. The warrants
reserve in relation to the unexercised warrants at the expiry of the warrants will be transferred to share
premium.
annual report 2013
74
NOTES TO THE
28 February 2013
contd
3.29 Earnings Per Share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS
is calculated by dividing the prot or loss attributable to ordinary shareholders of the Company by the
weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined
by adjusting the prot or loss attributable to ordinary shareholders and the weighted average number
of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise
convertible notes and share options granted to employees.
3.30 Related Parties
A related party is a person or entity that is related to the Group. A related party transaction is a transfer of
resources, services or obligations between the Group and its related party, regardless of whether a price is
charged.
(a) A person or a close member of that persons family is related to the Group if that person:
(i) Has control or joint control over the Group;
(ii) Has signicant inuence over the Group; or
(iii) Is a member of the key management personnel of the Company, or the Group.
(b) An entity is related to the Group if any of the following conditions applies:
(i) The entity and the Group are members of the same group.
(ii) One entity is an associate or joint venture of the other entity.
(iii) Both entities are joint ventures of the same third party.
(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third
entity.
(v) The entity is a post-employment benet plan for the benets of employees of either the Group
or an entity related to the Group.
(vi) The entity is controlled or jointly-controlled by a person identied in (a) above.
3.31 Derivative Financial Instruments and Hedging Activities
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and
subsequently remeasured at their fair value. The method of recognising the resulting gain or loss depends
on whether the derivatives designated as hedging instrument, and if so, the nature of the item being
hedged. The Group designates certain derivatives as follows:-
Derivative nancial instruments
The Group holds derivative nancial instruments to hedge its foreign currency exposures.
Forward foreign exchange contracts used are accounted for on an equivalent basis as the underlying
assets, liabilities or net positions. Any prot or loss arising is recognised on the same basis as those arising
from the related assets, liabilities or net position.
Exchange gains or losses on contracts are recognised when settle at which time they are included in the
measurement of the transaction hedged.
The fair value of foreign currency forward contract is determined using the forward exchange market rates
at the reporting date.
annual report 2013
75
NOTES TO THE
28 February 2013
contd
3.31 Derivative Financial Instruments and Hedging Activities contd
Cash ow hedge
A cash ow hedge is a hedge of exposure to variability in cash ows that is attributable to a particular risk
associated with a recognised asset or liability or a highly probable forecast transaction and could affect
the prot or loss. In a cash ow hedge, the portion of the gain or loss on the hedging instrument that
is determined to be an effective hedge is recognised in other comprehensive income and the ineffective
portion is recognised in prot or loss.
Subsequently, the cumulative gain or loss recognised in other comprehensive income is reclassied from
equity into prot or loss in the same period or periods during which the hedge forecast cash ows affect
prot or loss. If the hedge item is a non-nancial asset or liability, the associated gain or loss recognised
in other comprehensive income is removed from equity and included in the initial amount of the asset or
liability. However, loss recognised in other comprehensive income that will not be recovered in one or more
future periods is reclassied from equity into prot or loss.
Cash ow hedge accounting is discontinued prospectively when the hedging instrument expires or is
sold, terminated or exercised, the hedge is no longer highly effective, the forecast transaction is no longer
expected to occur or the hedge designation is revoked. If the hedge is for a forecast transaction, the
cumulative gain or loss on the hedging instrument remains in other comprehensive income until the forecast
transaction occurs. When the forecast transaction is no longer expected to occur, any related cumulative
gain or loss recognised in other comprehensive income on the hedging instrument is reclassied from
equity to prot or loss.
3.32 Operating Segments
An operating segment is a component of the Group that engages in business activities from which it may
earn revenues and incur expenses, including revenue and expenses that relate to transactions with any of
the Groups other components. All operating segments operating results are reviewed regularly by the chief
operating decision maker to make decisions about resources to be allocated to the segment and to assess
its performance, and for which discrete nancial information is available.
annual report 2013
76
NOTES TO THE
28 February 2013
contd
4. PROPERTY, PLANT AND EQUIPMENT
Group
Freehold
land Buildings
Total
land and
buildings
Renovation
and
electrical
installation
Machinery,
equipments,
furniture
and ttings
Forklift,
crane and
motor
vehicles Total
RM RM RM RM RM RM RM
Cost/Valuation
Balance as at 1 March 2011 17,170,000 51,600,069 68,770,069 4,337,575 40,738,675 9,907,203 123,753,522
Additions - 713,880 713,880 - 18,331,182 2,054,268 21,099,330
Disposals - (930,000) (930,000) (340,430) (135,184) (813,742) (2,219,356)
Written off - - - (6,008) (4,073) - (10,081)
Transferred from capital
work-in-progress - - - - 6,748,340 - 6,748,340
Currency translation
difference - - - 242 266 488 996
Balance as at 29 February
2012/1 March 2012 17,170,000 51,383,949 68,553,949 3,991,379 65,679,206 11,148,217 149,372,751
Representing:-
At cost - 30,233,949 30,233,949 3,991,379 65,679,206 11,148,217 111,052,751
At valuation: 2011 17,170,000 21,150,000 38,320,000 - - - 38,320,000
17,170,000 51,383,949 68,553,949 3,991,379 65,679,206 11,148,217 149,372,751
Additions through acquisition
of subsidiary company 310,570 9,872,470 10,183,040 - 6,303,748 74,752 16,561,540
Additions - 237,020 237,020 274,802 18,019,994 2,922,856 21,454,672
Disposals - - - - (97,000) (1,478,310) (1,575,310)
Written off - - - (275,596) (355,312) - (630,908)
Transferred from capital
work-in-progress - 13,354,588 13,354,588 - 2,500,583 - 15,855,171
difference (5,310) (168,811) (174,121) 3 (102,517) 1,496 (275,139)
2013 17,475,260 74,679,216 92,154,476 3,990,588 91,948,702 12,669,011 200,762,777
Representing:-
At cost 305,260 53,529,216 53,834,476 3,990,588 91,948,702 12,669,011 162,442,777
At valuation: 2011 17,170,000 21,150,000 38,320,000 - - - 38,320,000
2013 17,475,260 74,679,216 92,154,476 3,990,588 91,948,702 12,669,011 200,762,777
annual report 2013
77
NOTES TO THE
28 February 2013
contd
4. PROPERTY, PLANT AND EQUIPMENT contd
Group contd
Freehold
land Buildings
Total
land and
buildings
Renovation
and
electrical
installation
Machinery,
equipments,
furniture
and ttings
Forklift,
crane and
motor
vehicles Total
RM RM RM RM RM RM RM
Accumulated depreciation
Balance as at 1 March 2011 - 97,555 97,555 2,410,789 10,848,916 6,256,374 19,613,634
Charge for the nancial year - 1,875,521 1,875,521 655,863 3,757,674 1,375,306 7,664,364
Disposals - (46,734) (46,734) (235,970) (37,771) (809,867) (1,130,342)
Written off - - - (6,008) (2,814) - (8,822)
difference - - - 223 153 394 770
2012/1 March 2012 - 1,926,342 1,926,342 2,824,897 14,566,158 6,822,207 26,139,604
Additions through acquisition
of subsidiary company - 2,472,056 2,472,056 - 4,688,422 52,181 7,212,659
Charge for the nancial year - 2,185,795 2,185,795 378,927 6,108,790 1,689,295 10,362,807
Disposals - - - - (58,278) (1,458,027) (1,516,305)
Written off - - - (248,914) (224,612) - (473,526)
difference - (42,270) (42,270) - (80,163) (897) (123,330)
2013 - 6,541,923 6,541,923 2,954,910 25,000,317 7,104,759 41,601,909
Net carrying amount
1.3.2011 17,170,000 51,502,514 68,672,514 1,926,786 29,889,759 3,650,829 104,139,888
29.2.2012 17,170,000 49,457,607 66,627,607 1,166,482 51,113,048 4,326,010 123,233,147
28.2.2013 17,475,260 68,137,293 85,612,553 1,035,678 66,948,385 5,564,252 159,160,868
On 15 January 2011, the Directors revalued the above freehold land and buildings based on professional
revaluations made by Sr. Thiruselvam Arumugam, a Registered Valuer in PPC International Sdn. Bhd., on
the market value basis. The freehold land and buildings were valued at RM17,170,000 and RM22,080,000
respectively. The valuations were incorporated in the nancial statements for the nancial year ended 28 February
2011.
annual report 2013
78
NOTES TO THE
28 February 2013
contd
4. PROPERTY, PLANT AND EQUIPMENT contd
At the reporting date, had the revalued freehold land and buildings of the Group been carried under the cost
model, the net carrying amount would have been as follows:-
Freehold
land Buildings Total
RM RM RM
28 February 2013
Cost 14,739,517 21,736,406 36,475,923
Accumulated depreciation - (5,151,663) (5,151,663)
Net carrying amount 14,739,517 16,584,743 31,324,260
29 February 2012
Cost 14,739,517 21,736,406 36,475,923
1 March 2011
Cost 14,739,517 22,662,127 37,401,644
The net carrying amount of property, plant and equipment of the Group which are acquired under nance lease
arrangements amounted to RM10,546,849 (29.2.2012: RM5,566,407 and 1.3.2011: RM4,908,318).
Included in the property, plant and equipment of the Group are fully depreciated property, plant and equipment
with a total cost of RM7,326,930 (29.2.2012: RM6,708,277 and 1.3.2011: RM4,405,197) but still in use.
Included in the property, plant and equipment of the Group is a motor vehicle registered under the name of a
Director of a subsidiary company, who holds in trust for the subsidiary company, with the cost of RM430,327
(29.2.2012: RM413,127 and 1.3.2011: RM394,224) and net carrying amount of RMNil (29.2.2012: RMNil and
1.3.2011: RM6,881).
Certain plant and machinery of a subsidiary company with the net carrying amount of RM218,648 (29.2.2012:
RM235,473 and 1.3.2011: RM313,110) has been pledged for the subsidiary companys banking facilities.
The cost of property, plant and equipment of the Group includes RMNil (29.2.2012: RM117,067 and 1.3.2011:
RM40,042) of interest capitalised during the nancial year.

annual report 2013
79
NOTES TO THE
28 February 2013
contd
5. PREPAID LAND LEASE PAYMENTS
Group
28.2.2013 29.2.2012 1.3.2011
RM RM RM
Leasehold land:-
Cost
At beginning of nancial year 22,061,445 19,130,444 19,130,444
Additions - 3,856,940 -
Disposal - (925,939) -
At end of nancial year 22,061,445 22,061,445 19,130,444
Accumulated amortisation
At beginning of nancial year 680,042 452,400 236,217
Charge for the nancial year 358,256 319,881 216,183
Disposal - (92,239) -
At end of nancial year 1,038,298 680,042 452,400
Amount to be amortised
- Not later than one year 358,256 358,256 216,183
- Later than one year but not later than ve years 1,433,024 1,433,024 864,732
- Later than ve years 19,231,867 19,590,123 17,597,129
21,023,147 21,381,403 18,678,044
The prepaid land lease payments are amortised over the leasehold period of 60 to 88 (29.2.2012: 60 to 88 and
1.3.2011: 42 to 88) years.
annual report 2013
80
NOTES TO THE
28 February 2013
contd
6. CAPITAL WORK-IN-PROGRESS
Group
Buildings
Machinery,
equipment,
furniture
and ttings Total
RM RM RM
Balance as at 1 March 2011 - 6,748,340 6,748,340
Addition 10,422,238 1,408,128 11,830,366
Transferred to property, plant and equipment - (6,748,340) (6,748,340)
Balance as at 29 February 2012 10,422,238 1,408,128 11,830,366
Addition 22,228,127 1,322,433 23,550,560
Transferred to property, plant and equipment (13,354,588) (2,500,583) (15,855,171)
Balance as at 28 February 2013 19,295,777 229,978 19,525,755
The carrying amount of capital work-in-progress of the Group includes RM104,614 (29.2.2012: RMNil and
1.3.2011: RM76,403) of interest capitalised during the nancial year.
7. INVESTMENT PROPERTIES
Freehold
land Buildings
Total
land and
buildings
Freehold
land and
shophouse
building Total
Group RM RM RM RM RM
At fair value: -
Balance as at 1 March 2011 1,400,000 860,000 2,260,000 900,000 3,160,000
Disposal (1,400,000) (860,000) (2,260,000) - (2,260,000)
Balance as at 29 February 2012/1 March
2012 - - - 900,000 900,000
Disposal - - - (700,000) (700,000)
Balance as at 28 February 2013 - - - 200,000 200,000
The investment properties are valued annually at fair value, comprising market value, by an independent
professionally qualied valuer.
The market value is dened as the estimated amount for which an asset or an interest in a property should
exchange on the date of valuation between a willing buyer and a willing seller in an arms length transaction after
proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.
annual report 2013
81
NOTES TO THE
28 February 2013
contd
8. SUBSIDIARY COMPANIES
(a) Investment in subsidiary companies
Company
28.2.2013 29.2.2012 1.3.2011
RM RM RM
Unquoted shares - At cost:-
Additional investments made 44,503,014 15,000,000 7,899,991
The particulars of the subsidiary companies are as follows:-
Name of company
Place of
incorporation Effective equity interest Principal activities
28.2.2013 29.2.2012 1.3.2011
% % %
1. Pantech
Corporation
Sdn. Bhd.
Malaysia 100 100 100 Trading, supply and stocking
of high pressure seamless and
specialised steel pipes, ttings,
anges, valves and other related
products for use in the oil and
gas, gas reticulation, marine,
onshore and offshore heavy
engineering, power generation,
petrochemicals, palm oil rening
and other related industries.
Subsidiary companies of Pantech Corporation Sdn. Bhd.: -
1.1 Jayee Holdings
Sdn. Bhd.
Malaysia 100 100 100 Investment holding, property
i nvestment and i nsurance
agency.
1.2 Pantech
(Kuantan)
Sdn. Bhd.
Malaysia 100 100 100 Trading and supply of high
pr essur e seaml ess and
specialised steel pipes, ttings,
anges, valves and other related
products for use in the oil and
gas, gas reticulation, marine,
onshore and offshore heavy
engineering, power generation,
petrochemicals, palm oil rening
and other related industries.
annual report 2013
82
NOTES TO THE
28 February 2013
contd
8. SUBSIDIARY COMPANIES contd
(a) Investment in subsidiary companies contd
The particulars of the subsidiary companies are as follows:- contd
Name of company
Place of
28.2.2013 29.2.2012 1.3.2011
% % %
2. Pantech Steel
Industries
Sdn. Bhd.
Malaysia 100 100 100 Manufacturing and supply of
butt-welded carbon steel ttings
such as elbows, tees, reducers,
end-caps and high frequency
induction long bends for use in
the oil and gas and other related
industries.
3. Panao Controls
Pte. Ltd.*
Singapore 100 100 100 Supplier of ow control solutions
such as valves, actuators and
controls for the oil and gas,
petrochemicals, water treatment
and other related industries and
trading of specialised steel pipes
and related products.
4. Pantech Stainless
& Alloy Industries
Sdn. Bhd.
Malaysia 100 100 100 Manufacturing and supply of
stainless steel and alloy pipes,
ttings and related products for
use in the oil and gas, marine,
onshore and offshore, heavy
engineering, petrochemical and
chemical, palm oil renery and
oleochemical, power generation,
pharmaceutical, water and other
related industries.
5. Pantech
International
(KSA) Sdn. Bhd.
Malaysia 90 90 90 Dormant.
6. Nautic Steels
(Holdings)
Limited*
United
Kingdom
100 - - Investment holdings.
Subsidiary company of Nautic Steels (Holdings) Limited: -
6.1 Nautic Steels
Limited*
United
Kingdom
100 - - Milling, machining and welding of
tube and pipe ttings in special
metals for the oil industry.
7. Nautic Steels
Sdn. Bhd.
Malaysia 100 - - Dormant.
* Subsidiary company not audited by SJ Grant Thornton but by other member rm of Grant Thornton International
Ltd.
annual report 2013
83
NOTES TO THE
28 February 2013
contd
8. SUBSIDIARY COMPANIES contd
(b) Amount due from subsidiary companies
The amount due from subsidiary companies is non-trade in-nature, bears no interest and repayable
upon demand except for loans to certain subsidiary companies amounted to RM71,000,000 (29.2.2012:
RM59,666,947 and 1.3.2011: RM30,883,318) which bear interest at rates ranging from 5.4% to 7.2%
(29.2.2012: 5.6% to 7.2% and 1.3.2011: 5.6% to 7.0%) per annum.
9. ASSOCIATE COMPANY
(a) Investment in an associate company
Group
28.2.2013 29.2.2012 1.3.2011
RM RM RM
Unquoted shares - at cost
At beginning of nancial year 26,217 26,217 26,217
Addition 262,500 - -
At end of nancial year 288,717 26,217 26,217
Share of post acquisition prot
- At beginning of nancial year 2,374,734 1,899,151 1,865,007
- Share of post acquisition prot during the nancial year 558,676 475,583 34,144
- Excess of fair value over acquisition cost 384,317 - -
- At end of nancial year 3,317,727 2,374,734 1,899,151
Less: Dividend received (361,500) (277,500) (135,750)
3,244,944 2,123,451 1,789,618
Represented by:-
Share of net assets 3,244,944 2,123,451 1,789,618
annual report 2013
84
NOTES TO THE
28 February 2013
contd
9. ASSOCIATE COMPANY contd
(a) Investment in an associate company contd
Summarised nancial information of associate company is as follows:-
Group
28.2.2013 29.2.2012 1.3.2011
RM RM RM
Assets and liabilities
Current assets 52,537,435 63,219,200 17,632,961
Non-current assets 2,032,185 2,302,566 379,344
Total assets 54,569,620 65,521,766 18,012,305
Current liabilities 44,316,883 55,303,462 8,819,307
Non-current liabilities 2,140,376 3,292,635 3,380,107
Total liabilities 46,457,259 58,596,097 12,199,414
Results
Revenue 153,851,993 119,598,542 69,455,447
Prot for the nancial year 1,396,692 1,585,278 113,812
The particulars of the associate company are as follows:-
Name of company
Place of
28.2.2013 29.2.2012 1.3.2011
% % %
Tuah Nusa Sdn. Bhd. Malaysia 40 30 30 Trading and supply of specialised
industrial products, alloys and
ferrous materials for the oil and
gas and related industries.
(b) Amount due from an associate company
The amount due from an associate company is trade in-nature, bears no interest and repayable upon demand.
The currency exposure prole of the amount due from an associate company is as follows (foreign currency
balances are unhedged):-
Group
28.2.2013 29.2.2012 1.3.2011
RM RM RM
Ringgit Malaysia 29,844,475 39,048,718 7,138,134
US Dollar 8,631,392 - 611,292
Singapore Dollar - 39,557 -
EURO - 1,048,276 -
38,475,867 40,136,551 7,749,426
annual report 2013
85
NOTES TO THE
28 February 2013
contd
10. JOINT VENTURE COMPANY
(a) Investment in a joint venture company
Group
28.2.2013 29.2.2012 1.3.2011
RM RM RM
Unquoted shares - at cost 160,440 160,440 160,440
Share of post acquisition prot
- At beginning of nancial year 256,768 218,678 163,186
- Share of post acquisition prot during the nancial year 70,789 37,789 57,544
- Currency translation difference 17,369 301 (2,052)
- At end of nancial year 344,926 256,768 218,678
505,366 417,208 379,118
Represented by:-
Share of net assets 505,366 417,208 379,118
Summarised nancial information of joint venture company is as follows:-
28.2.2013 29.2.2012 1.3.2011
RM RM RM
Assets and liabilities
Current assets 904,807 794,978 771,029
Non-current assets - - -
Total assets 904,807 794,978 771,029
Current liabilities 182,811 198,925 229,387
Non-current liabilities - - -
Total liabilities 182,811 198,925 229,387
Results
Revenue 1,030,045 797,416 1,033,241
Prot for the nancial year 101,127 53,984 82,206
The particulars of the joint venture company are as follows:-
Name of company
Place of
28.2.2013 29.2.2012 1.3.2011
% % %
JC Flow Controls
Pte. Ltd. *
Singapore 70 70 70 Sales and distribution of JC
products such as Ball, Gate,
Globe and Check valves for
South East Asian markets.
* Held through Panao Controls Pte. Ltd.
annual report 2013
86
NOTES TO THE
28 February 2013
contd
10. JOINT VENTURE COMPANY contd
(b) Amount due to a joint venture company
The amount due to a joint venture company is trade in-nature, unsecured, bears no interest and repayable
upon demand.
The entire amount due to a joint venture company of the Group is denominated in Singapore Dollar.
11. AVAILABLE FOR SALE INVESTMENT
Group
28.2.2013 29.2.2012 1.3.2011
RM RM RM
At cost:-
Quoted investment in Malaysia 6,900 6,900 6,900
Market value of quoted investment in Malaysia 9,440 6,800 6,800
12. GOODWILL ON ACQUISITION
Group
28.2.2013 29.2.2012 1.3.2011
RM RM RM
At cost and at net carrying amount:
At beginning of nancial year - - -
Additions through acquisition of a subsidiary company 1,153,033 - -
Currency translation difference (437,430) - -
At end of nancial year 715,603 - -
The goodwill arose from the acquisition of a new subsidiary company on 7 March 2012.
Impairment tests for goodwill
(a) Allocation of goodwill
For the purpose of impairment testing, goodwill is allocated to the Groups cash generating units (CGU)
identied as follows:
Group
28.2.2013 29.2.2012 1.3.2011
RM RM RM
Subsidiary company
Nautic Steels (Holdings) Limited 715,603 - -
715,603 - -
The recoverable amount of the above is based on its value in use and the recoverable amount is higher
than the carrying amount of the above goodwill allocated. Thus, there is no impairment loss recognised for
the nancial year ended 28 February 2013.
annual report 2013
87
NOTES TO THE
28 February 2013
contd
12. GOODWILL ON ACQUISITION contd
Impairment tests for goodwill contd
(b) Key assumptions used in value-in-use calculations
The recoverable amount of a CGU is determined based on value-in-use calculations using cash ow
projections based on nancial budgets approved by management covering a period of not more than
two years. Key assumptions and managements approach to determine the values assigned to each key
assumption are as follows:-
(i) Budgeted gross margin
The basis used to determine the value assigned to the budgeted gross margin is the average gross
margins achieved in the year immediately before the budgeted year and revised for expected demand
of their products.
(ii) Growth rate
The average growth rates used are based on managements estimate of average growth rate based
on the past and current trends of the industry.
(iii) Discount rate
The discount rate used is pre-tax and reect specic risks relating to the relevant business operations.
The Directors believe that any reasonably possible changes in the above key assumptions applied are
not likely to materially cause the recoverable amount to be lower than its carrying amount except for the
changes in prevailing operating environment which is not ascertainable.
13. DEFERRED TAX ASSETS
Group Company
28.2.2013 29.2.2012 1.3.2011 28.2.2013 29.2.2012 1.3.2011
RM RM RM RM RM RM
At beginning of nancial
year (5,326,891) (6,054,600) (2,719,000) (4,338,318) (5,480,862) -
Arising from issuance of
ICULS - - (5,792,373) - - (5,792,373)
Transferred to prot or loss 2,272,939 727,709 2,456,773 2,554,480 1,142,544 311,511
At end of nancial year (3,053,952) (5,326,891) (6,054,600) (1,783,838) (4,338,318) (5,480,862)
annual report 2013
88
NOTES TO THE
28 February 2013
contd
13. DEFERRED TAX ASSETS contd
The balance in the deferred tax assets is made up of temporary differences arising from:-
Group Company
28.2.2013 29.2.2012 1.3.2011 28.2.2013 29.2.2012 1.3.2011
RM RM RM RM RM RM
Carrying amount of
qualifying property, plant
and equipment in excess
of their tax base 223,845 215,837 210,347 - - -
Issuance of ICULS (1,783,838) (4,338,318) (5,480,862) (1,783,838) (4,338,318) (5,480,862)
Inventories written down (1,026,781) (641,735) (510,597) - - -
Allowance for impairment
of receivables (467,178) (562,675) (273,488) - - -
(3,053,952) (5,326,891) (6,054,600) (1,783,838) (4,338,318) (5,480,862)
The following temporary differences have not been recognised in the nancial statements:-
Group
28.2.2013 29.2.2012 1.3.2011
RM RM RM
Carrying amount of qualifying property, plant and equipment
in excess of their tax base 30,576,868 16,756,000 9,022,000
Inventories written down (75,778) - -
Unabsorbed business losses (8,843,000) (7,510,000) (1,823,000)
Unutilised capital allowances (37,340,000) (22,758,000) (9,386,000)
Provision for leave entitlement (24,088) - -
(15,705,998) (13,512,000) (2,187,000)
The unabsorbed business losses and unutilised capital allowances are available for offset against future taxable
prots of the subsidiary companies in which those items arose. Deferred tax assets have not been recognised
in respect of these items as they may not be used to offset taxable prots of other subsidiary companies in the
Group and they have arisen in subsidiary companies that have a recent history of losses.
annual report 2013
89
NOTES TO THE
28 February 2013
contd
14. INVENTORIES
Group
28.2.2013 29.2.2012 1.3.2011
RM RM RM
At carrying amount:-
Raw materials 58,302,527 20,357,567 17,182,930
Goods in transit - - 232,915
Work-in-progress 23,076,316 17,551,431 9,086,792
Finished goods 177,798,793 161,592,683 142,268,895
Total inventories 259,177,636 199,501,681 168,771,532
A total of RM434,482,656 (29.2.2012: RM302,894,145 and 1.3.2011: RM240,292,627) of inventories was included
in income statements as expense. This includes an amount of RM1,736,204 (29.2.2012: RM534,501 and
1.3.2011: RM184,092) resulting from write down of inventories during the nancial year.
The reversal of written down of inventories was made when the related inventories were sold above their carrying
amounts and increased in net realisable value because of changed economic circumstances.
15. TRADE RECEIVABLES
Group
28.2.2013 29.2.2012 1.3.2011
RM RM RM
Trade receivables 104,166,678 72,419,928 59,333,588
Less: Allowance for impairment of trade receivables (3,275,467) (2,362,900) (1,125,288)
100,891,211 70,057,028 58,208,300
Movement in allowance for impairment of trade receivables: -
Group
28.2.2013 29.2.2012 1.3.2011
RM RM RM
At beginning of nancial year (2,362,900) (1,125,288) (2,998,958)
Addition through acquisition of subsidiary company (189,298) - -
Charge for the nancial year (2,926,233) (1,957,963) (900,832)
Reversal of impairment 1,827,628 720,351 1,120,363
Bad debts written off against allowance for impairment 375,336 - 1,654,139
At end of nancial year (3,275,467) (2,362,900) (1,125,288)
annual report 2013
90
NOTES TO THE
28 February 2013
contd
15. TRADE RECEIVABLES contd
The currency exposure prole of the trade receivables is as follows (foreign currency balances are unhedged):-
Group
28.2.2013 29.2.2012 1.3.2011
RM RM RM
US Dollar 18,269,027 12,339,337 7,014,539
Singapore Dollar 7,615,572 3,050,159 4,046,189
Great Britain Pound Sterling 8,011,535 33,665 -
EURO 150,803 - -
104,166,678 72,419,928 59,333,588
Trade receivables comprise amounts receivable from sales of goods. The credit terms granted on sales of goods
ranged from 30 days to 90 days (29.2.2012 and 1.3.2011: 30 days to 90 days). Allowance has been made for
estimated irrecoverable of trade receivables based on the default experience of the Group.
16. OTHER RECEIVABLES
Group Company
28.2.2013 29.2.2012 1.3.2011 28.2.2013 29.2.2012 1.3.2011
RM RM RM RM RM RM
Non-trade receivables 1,133,307 6,319,461 635,943 - - 6,628
Advance payment to
suppliers 6,245,700 6,886,863 3,929,297 - - -
Deposit for purchase
of property, plant and
equipment 3,344,939 3,612,635 824,140 - - -
Deposits 1,314,688 1,242,075 1,170,657 534,000 534,000 534,000
Retention sum 66,000 66,000 - - - -
Prepayment of expenses 1,983,459 1,115,022 749,269 - - -
14,088,093 19,242,056 7,309,306 534,000 534,000 540,628
The currency exposure prole of the other receivables is as follows (foreign currency balances are unhedged):-
Group Company
28.2.2013 29.2.2012 1.3.2011 28.2.2013 29.2.2012 1.3.2011
RM RM RM RM RM RM
Ringgit Malaysia 5,759,536 8,396,381 3,088,169 534,000 534,000 540,628
US Dollar 6,161,203 9,766,895 3,646,938 - - -
Great Britain Pound
Sterling 1,111,436 - 64,086 - - -
EURO 687,557 51,560 278,328 - - -
Singapore Dollar 368,361 1,027,220 231,785 - - -
14,088,093 19,242,056 7,309,306 534,000 534,000 540,628
annual report 2013
91
NOTES TO THE
28 February 2013
contd
17. DERIVATIVES FINANCIAL INSTRUMENTS
Contract/
Notional
amount Assets Liabilities Net
RM RM RM RM
Group
Current assets
28.2.2013
Non-hedging derivatives:-
Forward currency contracts - - - -
29.2.2012
Forward currency contracts 1,855,350 1,855,350 1,798,680 56,670
1.3.2011
Forward currency contracts 4,348,900 4,348,900 4,315,880 33,020
Current liabilities
28.2.2013
Hedging derivatives:-
Cash ow hedges
- Cross currency swap 11,060,358 10,883,572 11,060,358 (176,786)
Forward currency contracts 6,980,225 6,953,277 6,980,225 (26,948)
18,040,583 17,836,849 18,040,583 (203,734)
29.2.2012
Forward currency contracts 300,050 299,800 300,050 (250)
1.3.2011
Forward currency contracts - - - -
Company
Current liabilities
28.2.2013
Hedging derivatives:-
Cash ow hedges
- Cross currency swap 11,060,358 10,883,572 11,060,358 (176,786)
annual report 2013
92
NOTES TO THE
28 February 2013
contd
17. DERIVATIVES FINANCIAL INSTRUMENTS contd
Hedging activities Cash ow hedges
Cross currency swap
As at 28 February 2013, the Group and the Company held cross currency swap contract designated as hedges
of cash ow currency risk for the acquisition of new foreign subsidiary company.
The terms of the cross currency swap contract have been negotiated to match the terms of the borrowing used
to nance the acquisition.
The cash ow hedges of the borrowing were assessed to be highly effective and a net unrealised loss of
RM176,786 relating to the hedging instruments is included in other comprehensive income.
Non-hedging activities
The Group uses forward currency contracts to manage some of the transaction exposure. Trading derivatives are
classied as a current assets or liability. The full fair value of a derivative is classied as a non-current asset or
liability if the remaining maturity of the hedged item is more than 12 months and, as a current asset or liability, if
the maturity of the hedged item is less than 12 months.
These contacts are not designated as cash ow or fair value hedges and are entered into for periods consistent
with currency transaction exposure and fair value changes exposure. Such derivatives do not qualify for hedge
accounting.
18. FIXED DEPOSITS WITH LICENSED BANKS
Group Company
28.2.2013 29.2.2012 1.3.2011 28.2.2013 29.2.2012 1.3.2011
RM RM RM RM RM RM
Current 5,887,102 22,827,763 63,244,173 3,722,000 20,220,000 55,250,000
The xed deposits with licensed banks of the Group and of the Company are on xed rate basis and will mature
within 1 month to 6 months (29.2.2012 and 1.3.2011: 1 month to 6 months) period.
The effective interest rates on xed deposits with licensed banks ranged from 1.75% to 3.17% (29.2.2012: 1.75%
to 3.17% and 1.3.2011: 1.65% to 3.00%) per annum.
All xed deposits with licensed banks are denominated in Ringgit Malaysia.
annual report 2013
93
NOTES TO THE
28 February 2013
contd
19. CASH AND BANK BALANCES
The currency exposure prole of the cash and bank balances is as follows (foreign currency balances are
unhedged):-
Group Company
28.2.2013 29.2.2012 1.3.2011 28.2.2013 29.2.2012 1.3.2011
RM RM RM RM RM RM
Ringgit Malaysia 57,167,965 64,596,648 61,519,199 933,114 14,751,259 20,094,096
US Dollar 7,515,898 10,008,690 11,527,868 - - -
EURO 2,325,015 24,992 2,537 - - -
Singapore Dollar 1,730,904 4,875,196 2,088,885 - - -
Great Britain Pound
Sterling 4,526,162 - - 827,282 - -
73,265,944 79,505,526 75,138,489 1,760,396 14,751,259 20,094,096
20. SHARE CAPITAL
28.2.2013 28.2.2013 29.2.2012 29.2.2012 1.3.2011 1.3.2011
Unit RM Unit RM Unit RM
Group and Company
Authorised:-
Ordinary shares of RM0.20
each 2,500,000,000 500,000,000 2,500,000,000 500,000,000 2,500,000,000 500,000,000
Issued and fully paid-up:-
Ordinary shares of RM0.20
each
At beginning of nancial
year 452,650,226 90,530,045 451,935,127 90,387,025 375,000,000 75,000,000
Issued during the nancial
year
- Bonus issue - - - - 74,841,027 14,968,205
- Pursuant to conversion
of ICULS 58,356,113 11,671,223 693,499 138,700 2,068,100 413,620
- Pursuant to exercise of
ESOS - - - -

26,000 5,200
- Pursuant to exercise of
Warrants 410 82 21,600 4,320 - -
At end of nancial year 511,006,749 102,201,350 452,650,226 90,530,045 451,935,127 90,387,025
New ordinary shares issued during the nancial year ranked pari passu in all respect with the existing ordinary
shares of the Company.
annual report 2013
94
NOTES TO THE
28 February 2013
contd
21. SHARE PREMIUM
Group and Company
28.2.2013 29.2.2012 1.3.2011
RM RM RM
Bonus issue during the nancial year - - (14,968,205)
Pursuant to conversion of ICULS 23,342,446 277,399 827,240
Pursuant to exercise of ESOS - - 17,160
Pursuant to exercise of Warrants 205 10,800 -
Transferred from Employees Share Option Reserve - - 4,290
22. TREASURY SHARES
The shareholders of the Company, through the Annual General Meeting held on 21 August 2008, approved
the Companys plan to repurchase up to 10% of the issued and paid-up share capital of the Company (Share
Buy Back). The authority granted by the shareholders was subsequently renewed in every Annual General
Meeting held and it was last renewed in the Annual General Meeting held on 29 August 2012. The Directors of
the Company are committed to enhancing the value of the Company to its shareholders and believe that the
purchase plan can be applied in the best interest of the Company and its shareholders.
The Company repurchased 30,000 (29.2.2012: 2,451,500 and 1.3.2011: Nil) ordinary shares of RM0.20 each of
its issued share capital from the open market. The average price paid for the shares repurchased was RM0.65
(29.2.2012: RM0.52 and 1.3.2011: RMNil) per share. The repurchased transactions were nanced by internally
generated funds. These shares repurchased were held as treasury shares and treated in accordance with the
requirements of Section 67A of the Companies Act 1965.
The shares purchased were retained as treasury shares. The Company has the right to re-issue these shares at
a later date. As treasury shares, the rights attached as to voting, dividends and participation in other distribution
are suspended.
As at the nancial year end, the Group held 3,302,300 (29.2.2012: 3,272,300 and 1.3.2011: 820,800) of the
Companys shares and the number of outstanding shares in issue after setting treasury shares off against equity
are 507,704,449 (29.2.2012: 449,377,926 and 1.3.2011: 451,114,327).
No treasury shares were sold during the current and previous nancial year.
23. REVALUATION RESERVE
Group
The revaluation reserve arose from the revaluation of lands and buildings and is not available for distribution as
dividends.
annual report 2013
95
NOTES TO THE
28 February 2013
contd
24. EMPLOYEES SHARE OPTION RESERVE
Group and Company
Employees share option reserve represents the equity-settled share option granted to employees. The reserve
is made up of the cumulative value of services received from employees recorded over the vesting period
commencing from the grant date of equity-settled share option, and is reduced by the expiry or exercise of the
share option.
The employees share option reserve is not available for distribution as dividends.
25. IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (ICULS)
Group and Company
28.2.2013 29.2.2012 1.3.2011
RM RM RM
Equity component
At beginning of nancial year 48,873,277 49,151,154 -
Arising from rights issue with warrants during the nancial year - - 49,979,816
Converted to ordinary shares during the nancial year (23,382,582) (277,877) (828,662)
Liability component
Arising from rights issue with warrants during the nancial year - - 23,169,493
Converted to ordinary shares during the nancial year (7,351,044) (128,816) (384,149)
Coupon interest paid/accrued (3,718,820) (5,131,764) (973,942)
Interest expense 851,947 690,404 112,046
Total 32,626,050 66,226,549 71,074,602
On 22 December 2010, the Company issued and allotted the renounceable rights issue of RM74,841,040 nominal
value of 7-Year 7% ICULS at 100% of its nominal value on the basis of two RM0.10 nominal value of ICULS for
every one existing ordinary share of RM0.20 each held in the Company together with 74,841,040 free detachable
warrants on the basis of one warrant for every ten ICULS subscribed for.
The ICULS were listed on the Bursa Malaysia Securities Berhad on 27 December 2010.
The ICULS represent the unconverted portion of the original RM74,841,040 nominal value of 7-Year 7% ICULS
issued and allotted at 100% of the nominal value, net of deferred tax and the amount allocated to warrants
reserve.
annual report 2013
96
NOTES TO THE
28 February 2013
contd
25. IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (ICULS) contd
The salient features of the ICULS are as follows:-
(a) The ICULS are convertible into fully paid-up ordinary shares of RM0.20 each at any time during the tenure
of the ICULS from the date of issue of the ICULS up to and including the maturity date on 21 December
2017, at the rate of six RM0.10 nominal value of ICULS for one fully paid-up ordinary shares of RM0.20
each in the Company.
(b) The ICULS have a tenure period of seven years from the date of issue and will not be redeemable in cash.
All outstanding ICULS will be mandatorily converted by the Company into new ordinary shares at the
conversion price of RM0.60 each on the maturity date.
(c) The interest on the ICULS is at the rate of 7% per annum on the nominal value of the ICULS and is payable
twice per annum.
(d) Upon conversion of the ICULS into new ordinary shares, such shares would rank pari passu in all respects
with the existing ordinary shares of the Company in issue at the date of allotment of the new ordinary
shares except that the newly converted ordinary shares shall not be entitled to any rights, allotments of
dividends and/or other distribution if the entitlement date is before the new shares allotment.
On issuance of the ICULS which contain both liability and equity component, the fair value of the liability portion
is determined using a market interest rate for an equivalent nancial instrument and the Company is using 13%
per annum as the discounting factor. These amounts are carried as liability until extinguished on conversion or
maturity of the ICULS. The remaining proceeds are allocated to the ICULS which is recognised and included in
shareholders equity.
26. CASH FLOW HEDGE RESERVE
The cash ow hedge reserve contains the effective portion of the gain or loss on hedging instruments in cash
ow hedges.
27. WARRANTS RESERVE
Group and Company
28.2.2013 29.2.2012 1.3.2011
RM RM RM
Arising from rights issue of ICULS with warrants during
the nancial year - - 7,484,104
Pursuant to exercise of Warrants (41) (2,160) -
On 22 December 2010, the Company issued 748,410,400 ICULS at the nominal value of RM0.10, together with
74,841,040 free detachable warrants to the holders of the ICULS on the basis of one free detachable warrants for
every ten ICULS subscribed.
annual report 2013
97
NOTES TO THE
28 February 2013
contd
27. WARRANTS RESERVE contd
The fair value of the warrants is estimated using the Vanilla American model, taking into account the terms and
conditions upon which the warrants are acquired. The fair value of the warrants measured at issuance date and
the assumptions are as follows:-

Valuation model Vanilla
Exercise type American
Tenure 10 years
5-day volume weighted average price of Pantech share at 23 December 2010 RM0.58
Conversion price RM0.60
Volatility rate 20 %
Each warrant entitles the registered holder of warrant to subscribe for one new ordinary share in the Company
at any time on or after 22 December 2010 up to the date of expiry on 21 December 2020, at an exercise price of
RM0.60 per share or such adjusted price in accordance with the provisions in the Deed Poll. The warrants were
listed on the Bursa Malaysia Securities Berhad on 27 December 2010.
During the nancial year ended 28 February 2013, 410 units of warrants were exercised and converted to
ordinary shares.
As at the reporting date, 74,819,030 warrants remained unexercised.
28. UNAPPROPRIATED PROFIT
Prior to the year of assessment 2008, Malaysian companies adopted the full imputation system. In accordance
with the Finance Act, 2007 which was gazetted on 28 December 2007, companies shall not be entitled to deduct
tax on dividend paid, credited or distributed to its shareholders, and such dividends will be exempted from
tax in the hands of the shareholders (single tier system). However, there is a transitional period of six years,
expiring on 31 December 2013, to allow companies to pay franked dividends to their shareholders under limited
circumstances.
Companies also have an irrevocable option to disregard the Section 108 balance and opt to pay dividends under
the single tier system. The change in the tax legislation also provides for the Section 108 balance to be locked-in
as at 31 December 2007 in accordance with Section 39 of the Finance Act, 2007.
During the previous nancial years, the Company has elected to adopt the Single Tier Income Tax System. As
such, the Company may frank the payment of dividends out of its entire unappropriated prot.
annual report 2013
98
NOTES TO THE
28 February 2013
contd
29. FINANCE LEASE CREDITORS
Group
28.2.2013 29.2.2012 1.3.2011
RM RM RM
Minimum lease payment
- within 1 year 3,242,914 1,548,523 1,243,544
- after 1 year but not later than 5 years 6,100,072 2,979,802 2,358,890
9,342,986 4,528,325 3,602,434
Less: Interest in suspense (874,028) (402,486) (356,485)
8,468,958 4,125,839 3,245,949
Total principal sum payable
- within 1 year 2,808,549 1,347,289 1,073,837
- after 1 year but not later than 5 years 5,660,409 2,778,550 2,172,112
8,468,958 4,125,839 3,245,949
The interest rates on the nance lease range from 2.38% to 4.09% (29.2.2012: 2.33% to 4.10% and 1.3.2011:
2.33% to 4.25%) per annum.
Included in the above total principal sum payable is an amount of RMNil (29.2.2012: RM9,137 and 1.3.2011:
RM64,169) denominated in Singapore Dollar.
30. BORROWINGS
Group Company
28.2.2013 29.2.2012 1.3.2011 28.2.2013 29.2.2012 1.3.2011
RM RM RM RM RM RM
Current
Secured:-
Term loans 59,077 80,523 76,483 - - -
Unsecured:-
Term loans 17,566,494 12,554,867 12,034,275 9,076,606 4,000,000 4,002,663
Trade loans:-
- Bankers acceptance 104,446,000 84,708,000 53,982,721 - - -
- Trust receipts 1,556,169 819,648 587,174 - - -
- Onshore foreign currency
loans 44,569,257 37,323,421 18,288,466 - - -
- Revolving credits 10,000,000 5,000,000 - - - -
178,137,920 140,405,936 84,892,636 9,076,606 4,000,000 4,002,663
Total current 178,196,997 140,486,459 84,969,119 9,076,606 4,000,000 4,002,663
annual report 2013
99
NOTES TO THE
28 February 2013
contd
30. BORROWINGS contd
Group Company
28.2.2013 29.2.2012 1.3.2011 28.2.2013 29.2.2012 1.3.2011
RM RM RM RM RM RM
Non-current
Secured:-
Term loans - 59,087 139,201 - - -
Unsecured:-
Term loans 69,788,955 48,098,152 53,302,936 22,250,000 10,000,000 14,000,000
Total non-current 69,788,955 48,157,239 53,442,137 22,250,000 10,000,000 14,000,000
Total borrowings 247,985,952 188,643,698 138,411,256 31,326,606 14,000,000 18,002,663
(i) The term loans, bankers acceptance, trust receipts, bank overdrafts and revolving credits of the Group are
obtained by way of corporate guarantee from the Company and negative pledge on a subsidiary companys
assets.
A term loan of a subsidiary company is obtained by way of facility agreement, specic debenture and
corporate guarantee from the Company.
The term loans of the Group and of the Company bear interest at rates ranging from 3.39% to 7.20%
(29.2.2012: 4.14% to 7.85% and 1.3.2011: 3.39% to 7.55%) per annum respectively.
All term loans of the Group and of the Company are repayable by monthly or quarterly installments.
The bankers acceptance bears interest at rates ranging from 3.27% to 4.18% (29.2.2012: 3.03% to 4.54%
and 1.3.2011: 2.21% to 4.45%) per annum.
The trust receipts bear interest at rates ranging from 2.40% to 6.25% (29.2.2012 and 1.3.2011: 6.25%) per
annum.
The bank overdrafts bear interest at rates ranging from 7.35% to 7.60% (29.2.2012: 7.30% to 7.60% and
1.3.2011: 6.80% to 7.30%) per annum. The bank overdrafts facility is unutilised as at the reporting date.

The revolving credits bear interest at rates ranging from 4.73% to 4.85% (29.2.2012: 4.60% to 4.85% and
1.3.2011: 4.31% to 4.53%) per annum.
(ii) The onshore foreign currency loans of the Group are obtained by way of corporate guarantee from the
Company. Certain onshore foreign currency loans are obtained by way of negative pledge on a subsidiary
companys assets.
It bears interest at rates ranging from 1.45% to 2.55% (29.2.2012: 1.08% to 2.85% and 1.3.2011: 1.30% to
2.15%) per annum.
annual report 2013
100
NOTES TO THE
28 February 2013
contd
30. BORROWINGS contd

The currency exposure prole of the borrowings is as follows (foreign currency balances are unhedged):-
Group Company
28.2.2013 29.2.2012 1.3.2011 28.2.2013 29.2.2012 1.3.2011
RM RM RM RM RM RM
Ringgit Malaysia 191,161,684 150,500,629 119,535,616 20,627,764 14,000,000 18,002,663
US Dollar 45,563,947 37,323,421 18,288,466 - - -
Singapore Dollar 561,479 819,648 587,174 - - -
Great Britain Pound Sterling 10,698,842 - - 10,698,842 - -
247,985,952 188,643,698 138,411,256 31,326,606 14,000,000 18,002,663
31. DEFERRED TAX LIABILITIES
Group
28.2.2013 29.2.2012 1.3.2011
RM RM RM
Addition through acquisition of subsidiary company 230,776 - -
Transferred from/(to) prot or loss (Note 36) 554,165 134,000 (963,200)
Transferred from other comprehensive income - - 925,509
Over provision in prior nancial year - - (38,400)
Realisation of deferred tax liabilities upon depreciation of
revalued assets (44,368) (46,409) -
Realisation of deferred tax liabilities upon disposal of revalued
assets - (38,565) -
Currency translation difference - 1 (245)
The balance in the deferred tax liabilities is made up of temporary differences arising from:-
Group
28.2.2013 29.2.2012 1.3.2011
RM RM RM
Carrying amount of qualifying property, plant and equipment in
excess of their tax base 3,455,941 2,671,000 2,536,999
Revaluation of land and building 796,167 840,535 925,509
4,252,108 3,511,535 3,462,508
annual report 2013
101
NOTES TO THE
28 February 2013
contd
32. TRADE PAYABLES

Group

Trade payables comprise amounts outstanding for trade purchases. The credit terms granted to the Group
ranged from 30 days to 90 days (29.2.2012 and 1.3.2011: 30 days to 90 days).
The currency exposure prole of the trade payables is as follows (foreign currency balances are unhedged):-
Group
28.2.2013 29.2.2012 1.3.2011
RM RM RM
US Dollar 2,761,408 2,437,767 6,384,839
Singapore Dollar 5,105,729 7,416,663 4,650,940
Great Britain Pound Sterling 3,548,369 72,345 110,683
EURO 3,665,760 274,934 11,675
24,889,177 23,791,869 23,353,865
33. OTHER PAYABLES
Group Company
28.2.2013 29.2.2012 1.3.2011 28.2.2013 29.2.2012 1.3.2011
RM RM RM RM RM RM
Non-trade payables 4,791,541 6,795,416 6,254,601 26,842 192,998 49,337
Deposits received 40,318 71,318 74,319 - - -
Accruals of expenses 6,006,194 3,550,016 2,436,263 592,570 1,072,276 1,067,725
Advance payment from
customers 677,829 - - - - -
Provision for expenses 4,403,600 - - - - -
15,919,482 10,416,750 8,765,183 619,412 1,265,274 1,117,062
The currency exposure prole of the other payables is as follows (foreign currency balances are unhedged):-
Group Company
28.2.2013 29.2.2012 1.3.2011 28.2.2013 29.2.2012 1.3.2011
RM RM RM RM RM RM
Ringgit Malaysia 12,799,082 8,764,008 8,494,439 619,412 1,213,204 1,117,062
US Dollar 1,951,032 1,386,960 200,480 - - -
Singapore Dollar 375,811 213,712 70,264 - - -
Great Britain Pound
Sterling 793,557 52,070 - - 52,070 -
15,919,482 10,416,750 8,765,183 619,412 1,265,274 1,117,062
annual report 2013
102
NOTES TO THE
28 February 2013
contd
34. REVENUE
Group Company
2013 2012 2013 2012
RM RM RM RM
Sales of goods 635,663,077 434,603,976 - -
Dividend income - - 37,971,985 25,921,018
Management fee - - 2,723,083 2,094,135
635,663,077 434,603,976 40,695,068 28,015,153

35. PROFIT BEFORE TAX
Prot before tax has been determined after charging/(crediting), amongst others, the following items:-
Group Company
2013 2012 2013 2012
RM RM RM RM
Allowance for impairment of receivables 2,926,233 1,957,963 - -
Amortisation of prepaid land lease payments 358,256 319,881 - -
Auditors remuneration
- statutory 136,000 124,000 17,000 15,000
- non-statutory 57,800 101,000 24,500 73,200
- other auditors 123,462 36,029 - -
Bad debts written off 414,503 2,475 - -
Depreciation 10,362,807 7,664,364 - -
Directors remuneration
- fees 506,645 468,000 136,645 138,000
- other emoluments 6,536,093 5,475,947 1,378,872 1,402,687
Direct operating expenses: -
- revenue generating investment properties
during the nancial year 5,847 231,945 - -
Employees Share Option Scheme expenses 1,066,201 2,064,211 1,066,201 2,064,211
Hire of machinery 73,560 43,234 - -
Interest expense
- hire purchase/nance lease 350,062 231,842 - -
- term loans 4,224,698 3,397,641 1,893,140 848,538
- bank overdrafts 26,438 30,829 - -
- ICULS liability component interest 851,947 690,404 851,947 690,404
- onshore foreign currency loans 836,907 528,453 - -
- revolving credit 245,639 62,170 - -
- trust receipts/bankers acceptance 4,603,715 2,781,954 - -
- subsidiary companies - - 23,123 -
Inventories written down 1,736,204 534,501 - -
annual report 2013
103
NOTES TO THE
28 February 2013
contd
35. PROFIT BEFORE TAX contd

Prot before tax has been determined after charging/(crediting), amongst others, the following items:- contd
Group Company
2013 2012 2013 2012
RM RM RM RM
Property, plant and equipment written off 157,382 1,259 - -
Rental expense
- premises 979,754 884,240 - -
- factory and warehouse 290,856 290,856 - -
- ofce equipment 62,119 21,394 - -
- forklift 114,112 2,695 - -
- lorry 1,300 30,705 - -
Under/(Over) provision of leave entitlement 24,088 (16,900) - -
(Gain)/Loss on foreign exchange
- realised (1,958,919) 54,310 (17,321) (2,943)
- unrealised 749,586 (66,188) 12,686 -
Allowance for impairment of receivables no
longer required (2,202,964) (720,351) - -
Dividend income
- subsidiary companies - - (37,971,985) (25,921,018)
- others (400) (288) - -
Fair value loss/(gain) on derivatives nancial
instruments 26,948 (56,420) - -
Gain on disposal of investment property (800,000) (1,240,000) - -
Gain on disposal of property, plant and
equipment and prepaid land lease payments (340,995) (1,588,392) - -
Government grant received (50,315) (24,763) - -
Gain from cross currency swap (15,771) - (15,771) -
Interest income from xed deposits (1,360,449) (2,186,295) (404,148) (1,352,788)
Interest income from current bank accounts (146,710) (198,984) (119,771) (198,984)
Interest income from intercompany loans - - (4,405,955) (2,944,755)
Rental income (167,884) (313,200) - -
Reversal of inventories written down (6,341) (62,527) - -
Share of prot from associate company (942,993) (475,583) - -
Share of prot from joint venture (70,789) (37,789) - -
The estimated monetary value of benets provided to the Directors of the Group during the nancial year by way
of usage of the Groups assets and other benets amounted to RM115,150 (2012: RM84,833).
annual report 2013
104
NOTES TO THE
28 February 2013
contd
35. PROFIT BEFORE TAX contd
The remuneration paid to the Directors of the Company is categorised as follows:-
Fees
Other
emoluments
Benets-
in-kind Total
RM RM RM RM
2013
Executive Directors 240,000 4,437,822 91,950 4,769,772
Non-Executive Directors 136,645 - - 136,645
Total 376,645 4,437,822 91,950 4,906,417
2012
Executive Directors 210,000 3,807,884 82,542 4,100,426
Non-Executive Directors 138,000 - - 138,000
Total 348,000 3,807,884 82,542 4,238,426
The remuneration paid to the Directors of the Company analysed into bands are as follows:-
Number of Directors <RM100,000
RM100,000
to
RM1,000,000
RM1,000,001
to
RM2,000,000
2013
Executive Directors - 1 3
Non-Executive Directors 4 - -
2012
Executive Directors - 2 2
Non-Executive Directors 4 - -
annual report 2013
105
NOTES TO THE
28 February 2013
contd
36. TAX EXPENSE
Group Company
2013 2012 2013 2012
RM RM RM RM
In Malaysia
Current years tax expense 20,718,463 12,319,525 6,379,251 5,676,088
Over provision of tax expense in prior nancial
year (1,124,433) (39,060) (779,332) (5,982)
Realisation of deferred tax liabilities upon
depreciation of revalued assets (44,368) (46,409) - -
disposal of revalued assets - (38,565) - -
Transferred to deferred tax liabilities (Note 31) 583,000 134,000 - -
Transferred from deferred tax assets 2,272,939 727,709 2,554,480 1,142,544
22,405,601 13,057,200 8,154,399 6,812,650
Outside Malaysia
Current years tax expense 1,810,223 32,774 - -
Under/(Over) provision of tax expense in
prior nancial year 5,256 (115,575) - -
Transferred from deferred tax liabilities (Note 31) (28,835) - - -
1,786,644 (82,801) - -
Total 24,192,245 12,974,399 8,154,399 6,812,650
Malaysian income tax is calculated at the statutory tax rate of 25% (2012: 25%) of the estimated taxable prots
for the nancial year.
annual report 2013
106
NOTES TO THE
28 February 2013
contd
36. TAX EXPENSE contd
The reconciliations of income tax expense applicable to prot before tax at the statutory tax rate to the income
tax expense at the effective tax rate of the Group and of the Company are as follows:-
Group Company
2013 2012 2013 2012
RM RM RM RM
Prot before tax 80,254,858 47,197,759 38,957,249 26,194,474
Tax expense at Malaysian statutory tax rate
of 25% (2012: 25%) 20,063,715 11,799,440 9,739,312 6,548,619
Tax effects in respect of:-
Expenses not deductible for tax purposes 10,109,902 5,447,785 2,829,337 1,936,005
Utilisation of allowance on value of increased
export - (2,074,903) - -
Income not subject to tax (6,104,122) (3,744,619) (3,634,918) (1,665,992)
Expenses allowable for double deduction (78,785) - - -
Deferred tax assets not recognised in current
nancial year 1,389,741 2,072,513 - -
Over provision of tax expense in prior nancial
year (1,119,177) (154,635) (779,332) (5,982)
depreciation of revalued assets (44,368) (46,409) - -
disposal of revalued assets - (38,565) - -
Utilisation of unutilised business loss brought
forward - (273,138) - -
Utilisation of unabsorbed capital allowance
brought forward (24,661) (13,070) - -
Total tax expense 24,192,245 12,974,399 8,154,399 6,812,650
However, the above amounts are subject to the approval of the Inland Revenue Board of Malaysia.
37. EARNINGS PER SHARE
(a) Basic earnings per share
The earnings per share have been calculated based on Groups prot after tax for the nancial year
attributable to owners of the Company of RM56,066,288 (2012: RM34,232,252) and the weighted average
number of ordinary shares in issue during the nancial year of 477,868,850 (2012: 450,390,766).
annual report 2013
107
NOTES TO THE
28 February 2013
contd
37. EARNINGS PER SHARE contd
(b) Diluted earnings per share
For the purpose of calculating diluted earnings per share, prot after tax for the nancial year attributable to
owners of the Company and weighted average number of ordinary shares in issue during the nancial year
have been adjusted for dilutive effects of all potential ordinary shares (share options granted to employees,
ICULS and exercise of warrants).
Group
2013 2012
Prot after tax for the nancial year attributable to owners of the
Company (RM) 56,066,288 34,232,252
Impact on income statement upon conversion of ICULS (RM) (1,704,367) (419,935)
Adjusted prot after tax (RM) 54,361,921 33,812,317
Weighted average number of ordinary shares in issue (basic) 477,868,850 450,390,766
Adjustment for dilutive effect on conversion of ICULS 93,611,093 121,985,436
Adjustment for dilutive effect on exercise of warrant 11,591,739 -
Adjustment for dilutive effect on exercise of ESOS 8,717,918 -
Weighted average number of ordinary shares in issue (diluted) 591,789,600 572,376,202
Diluted earnings per share (sen) 9.19 5.91
38. EMPLOYEE BENEFITS EXPENSE
Group Company
2013 2012 2013 2012
RM RM RM RM
Staff costs 43,338,541 24,815,061 1,415,763 1,402,687
Employee benets expense of the Group and of the Company consists of, amongst others, the following items:-
Group Company
2013 2012 2013 2012
RM RM RM RM
Directors remuneration
- Salary 4,702,372 4,258,108 1,284,000 1,284,000
- EPF 453,351 429,822 92,880 116,400
- Bonus 1,372,455 781,819 - -
- SOCSO 7,915 6,198 1,992 2,287
Dened contribution plan staff EPF 1,755,989 1,586,737 4,187 -
annual report 2013
108
NOTES TO THE
28 February 2013
contd
39. EMPLOYEES SHARE OPTION SCHEME
(a) The Pantech Group Holdings Berhad Employees Share Option Scheme (ESOS) is governed by the by-
laws and approved by the shareholders at an Extraordinary General Meeting held on 10 February 2010. The
tenure of the ESOS is for 5 years from 3 March 2010 and expiring on 2 March 2015.

The salient features of the ESOS are as follows:-
(i) The Option Committee appointed by the Board of Directors to administer the ESOS, may from time to
time grant options to eligible employees of the Group to subscribe for new ordinary shares of RM0.20
each in the Company.
(ii) Subject to the discretion of the Option Committee, any employee whose employment has been
conrmed shall be eligible to participate in the ESOS.
(iii) The total number of ordinary shares to be issued under the ESOS shall not exceed in aggregate 15%
of the issued paid-up share capital (excluding treasury shares) of the Company at any point of time
during the tenure of the ESOS.

(iv) The exercise price for each share shall be the higher of weighted average market price of the shares
as quoted in the Daily Ofcial List issued by the Bursa Malaysia Securities Berhad for the ve market
days immediately preceding the grant date or the par value of the ordinary shares; and provided
that the exercise price is not provided at a discount of more than 10% from the ve days weighted
average market price of the shares immediately preceding the grant date.
(v) All of the new ordinary shares issued upon exercise of the options granted under the ESOS will
rank pari passu in all respects with the existing ordinary shares of the Company in issue at the date
of allotment of the new ordinary shares except that the newly allotted ordinary shares shall not be
entitled to any rights, allotments of dividends and/or other distribution if the entitlement date is before
the shares allotment date.
(b) Number of unexercised share option
Company
2013 2012

At beginning of nancial year 44,199,000 46,454,000
Granted during the nancial year - -
Forfeited during the nancial year (1,535,000) (2,255,000)
Exercised during the nancial year - -
At end of nancial year 42,664,000 44,199,000

Analysed as:-
Exercisable in nancial year 2012 - 17,676,000
Exercisable in nancial year 2013 25,596,000 8,841,000
42,664,000 44,199,000
annual report 2013
109
NOTES TO THE
28 February 2013
contd
39. EMPLOYEES SHARE OPTION SCHEME contd
(c) Option price
Company
RM

Option granted
- on grant date 0.86
- after Bonus Issue, ICULS and Warrants 0.67
(d) Share option exercised during the previous nancial year
Share option exercised during the previous nancial year ended 2011 resulted in the issuance of 26,000
new ordinary shares at the exercise price of RM0.86 each.
(e) Fair value of share option granted

The fair value of share option granted was estimated by an external valuer using the Binomial Tree Method,
taking into consideration of the terms and conditions upon which the option was granted.
The fair value of the share option measured at grant date and the assumptions are as follow:-
Fair value of share option granted on 3 March 2010 based on vesting date (RM)
- 3 March 2011 0.226
- 3 March 2012 0.253
- 3 March 2013 0.267
- 3 March 2014 0.272
Expected volatility of Company share price (%) 40.00
Option term (years) 5
Risk free rate of interest (%) per annum 3.68
Expected dividend yield (%) per annum 5.00
annual report 2013
110
NOTES TO THE
28 February 2013
contd
40. RELATED PARTY DISCLOSURES
(a) The transactions of the Group and of the Company with the related parties were as follows:-
Group Company
2013 2012 2013 2012
RM RM RM RM
Transactions with subsidiary companies:-
- management fee received - - 2,723,083 2,094,135
- dividend received (net) - - 32,113,393 21,106,143
- loan interest received - - 4,405,955 2,944,755
- loan interest paid - - 23,123 -
Transactions with an associate company:-
- sales 149,071,211 114,718,476 - -
- purchases 500 374,990 - -
- rental received 60,000 60,000 - -
- dividend received (net) 84,000 141,750 - -
- purchase of property, plant and
equipment 100,000 - - -
Transaction with joint venture company:-
- purchases 989,889 797,416 - -
(b) The outstanding balances arising from related party transactions as at the reporting date are disclosed in
Notes 8, 9 and 10 to the Financial Statements.
(c) The remuneration of key management personnel is same with the Directors remunerations as disclosed
in Notes 35 and 38 to the Financial Statements. The Company has no other members of key management
personnel apart from the Board of Directors.
The following are movements in share option of key management personnel.
Group
2013 2012

At beginning of nancial year 17,650,000 17,650,000
Forfeited during the nancial year (250,000) -
Granted during the nancial year - -
At end of nancial year 17,400,000 17,650,000
The share option was granted to key management personnel on terms and conditions similar to those
offered to employees of the Group as disclosed in Note 39 to the Financial Statements.
annual report 2013
111
NOTES TO THE
28 February 2013
contd
41. CAPITAL COMMITMENTS
Group
2013 2012
RM RM

Authorised and contracted for:-
Purchase of - leasehold land 7,171,823 -
- motor vehicle 226,000 -
- crane, plant and machinery 3,684,226 7,935,919
- buildings 11,616,049 2,820,916
Authorised and not contracted for:-
Motor vehicles 136,000 346,000
42. RENTAL COMMITMENTS
The future rental expense commitments are as follows:-
Group
2013 2012
RM RM

Year 2013 - 1,355,557
Year 2014 1,536,837 585,686
Year 2015 - 2018 2,413,176 3,029,328
3,950,013 4,970,571
43. OPERATING LEASE ARRANGEMENTS
The Group has entered into non-cancellable operating lease agreements on its assets. These leases have
remaining non-cancellable lease terms of between 1 to 3 years (2012: 1 to 3 years).
The future minimum lease payments receivable under non-cancellable operating leases contracted for as at the
reporting date but not recognised as receivables are as follows:-
Group
2013 2012
RM RM
Within the next twelve months 40,400 75,400
After the next twelve months 12,750 33,150
53,150 108,550
annual report 2013
112
NOTES TO THE
28 February 2013
contd
44. CONTINGENT LIABILITIES
Company
2013 2012
RM RM
Unsecured:-
Corporate guarantees given to licensed nancial institutions for credit facilities
granted to subsidiary companies 559,948,530 551,486,535
Corporate guarantees given to nance lease creditors for nance lease facilities
granted to subsidiary companies 5,584,273 2,222,239
Corporate guarantees given to third parties for supply of goods and services to
subsidiary companies 487,877 2,536,900
566,020,680 556,245,674
45. SIGNIFICANT EVENT DURING THE FINANCIAL YEAR
On 7 March 2012, the Company had entered into a Share Purchase Agreement with Robert Andrews for the
acquisition of the entire 2,000 units of ordinary shares of 1.00 each representing 100% equity interest in Nautic
Steels (Holdings) Limited and its wholly owned subsidiary company, Nautic Steels Limited for the aggregate
consideration of 9,225,206 (equivalent to RM44,503,012). The acquisition has completed during the current
nancial year.
46. SIGNIFICANT EVENT AFTER THE REPORTING DATE
At the forthcoming Annual General Meeting, a nal single tier dividend, in respect of the nancial year ended 28
February 2013, of 1.20 sen per ordinary share amounting to a dividend payable of approximately RM6,140,000
will be proposed for shareholders approval. The nancial statements for current nancial year do not reect
this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an
appropriation of unappropriated prot in the nancial year ending 28 February 2014.

annual report 2013
113
NOTES TO THE
28 February 2013
contd
47. OPERATING SEGMENTS - GROUP

(a) Business segments
The Group is organised on three major operating segments. These operating segments are monitored
separately for the purpose of making decisions about resource allocation and performance assessment.
Segment performance is evaluated based on operating prot or loss which, in certain respects as explained
in the table below, is measured differently from operating prot in the consolidated nancial statements.
The following summary describes the operations in each of the Groups reportable segments:-
Operating segments Business activities
Trading Trading, supply and stocking of high pressure seamless and specialised steel
pipes, ttings, anges, valves and other related products for use in the oil and
gas, gas reticulation, marine, onshore and offshore heavy engineering, power
generation, petrochemicals, palm oil rening and other related industries.
Manufacturing Manufacturing and supply of butt-welded carbon steel ttings such as
elbows, tees, reducers, end-caps and high frequency induction long bends,
manufacturing and supply of stainless steel and alloy pipes, ttings and
related products, as well as milling, machining and welding of tube and
pipe tting in special metals for use in the oil and gas, marine, onshore and
offshore heavy engineering, petrochemical and chemical, palm oil renery
and oleochemical, power generation, pharmaceutical, water and other related
industries.
Investment holding Investment holding, property investment and management service.
Transfer prices between operating segments are on negotiated basis.
annual report 2013
114
NOTES TO THE
28 February 2013
contd
4
7
.

O
P
E
R
A
T
I
N
G

S
E
G
M
E
N
T
S

-

G
R
O
U
P

c
o
n
t
d

(
a
)

B
u
s
i
n
e
s
s

s
e
g
m
e
n
t
s

c
o
n
t
d

T
r
a
d
i
n
g

M
a
n
u
f
a
c
t
u
r
i
n
g

I
n
v
e
s
t
m
e
n
t

h
o
l
d
i
n
g

E
l
i
m
i
n
a
t
i
o
n
s
N
o
t
e
s

C
o
n
s
o
l
i
d
a
t
e
d
2
0
1
3
2
0
1
2
2
0
1
3
2
0
1
2
2
0
1
3
2
0
1
2
2
0
1
3
2
0
1
2
2
0
1
3
2
0
1
2
R
M
R
M
R
M
R
M
R
M
R
M
R
M
R
M
R
M
R
M
R
e
v
e
n
u
e
E
x
t
e
r
n
a
l

r
e
v
e
n
u
e
3
8
4
,
7
4
4
,
9
9
6
3
0
8
,
1
6
6
,
8
7
7
2
5
0
,
9
1
8
,
0
8
1
1
2
6
,
4
3
7
,
0
9
9
-
-
-
-
6
3
5
,
6
6
3
,
0
7
7
4
3
4
,
6
0
3
,
9
7
6
I
n
t
e
r
-
s
e
g
m
e
n
t
r
e
v
e
n
u
e
2
5
,
2
9
7
,
2
3
5
2
7
,
7
9
3
,
2
4
1
4
8
,
4
1
1
,
4
2
3
3
0
,
0
3
5
,
8
4
5
4
0
,
6
9
5
,
0
6
8
2
8
,
0
1
5
,
1
5
3
(
1
1
4
,
4
0
3
,
7
2
6
)
(
8
5
,
8
4
4
,
2
3
9
)
A
-
-
T
o
t
a
l

r
e
v
e
n
u
e
4
1
0
,
0
4
2
,
2
3
1
3
3
5
,
9
6
0
,
1
1
8
2
9
9
,
3
2
9
,
5
0
4
1
5
6
,
4
7
2
,
9
4
4
4
0
,
6
9
5
,
0
6
8
2
8
,
0
1
5
,
1
5
3
(
1
1
4
,
4
0
3
,
7
2
6
)
(
8
5
,
8
4
4
,
2
3
9
)
6
3
5
,
6
6
3
,
0
7
7
4
3
4
,
6
0
3
,
9
7
6
R
e
s
u
l
t
s
S
e
g
m
e
n
t

p
r
o
t
/
(
l
o
s
s
)
6
4
,
8
6
9
,
8
6
0
4
6
,
0
2
8
,
5
1
0
2
8
,
8
4
3
,
1
7
7
1
0
,
5
6
6
,
8
4
4
(
3
,
7
1
0
,
1
0
3
)
(
3
,
4
0
7
,
7
0
3
)
-
-
B
9
0
,
0
0
2
,
9
3
4
5
3
,
1
8
7
,
6
5
1
I
n
t
e
r
e
s
t

i
n
c
o
m
e
8
3
7
,
3
1
5
6
2
7
,
8
6
7
1
4
9
,
6
6
5
1
9
4
,
3
5
7
4
,
9
6
5
,
7
9
3
4
,
5
1
6
,
9
6
3
(
4
,
4
4
5
,
6
1
4
)
(
2
,
9
5
3
,
9
0
8
)
1
,
5
0
7
,
1
5
9
2
,
3
8
5
,
2
7
9
F
i
n
a
n
c
e

c
o
s
t
s
(
4
,
9
1
2
,
9
6
7
)
(
4
,
9
8
4
,
3
3
0
)
(
8
,
9
7
0
,
9
2
3
)
(
5
,
1
8
1
,
1
0
7
)
(
2
,
8
7
0
,
8
5
0
)
(
1
,
6
7
7
,
0
2
1
)
4
,
4
8
5
,
7
2
3
2
,
9
5
3
,
9
1
5
(
1
2
,
2
6
9
,
0
1
7
)
(
8
,
8
8
8
,
5
4
3
)
D
e
p
r
e
c
i
a
t
i
o
n

a
n
d
a
m
o
r
t
i
s
a
t
i
o
n
(
2
,
3
3
5
,
0
1
3
)
(
2
,
4
1
7
,
3
1
1
)
(
7
,
4
3
3
,
4
2
2
)
(
4
,
6
1
2
,
0
5
8
)
(
2
8
)
(
2
8
)
(
9
5
2
,
6
0
0
)
(
9
5
4
,
8
4
8
)
(
1
0
,
7
2
1
,
0
6
3
)
(
7
,
9
8
4
,
2
4
5
)
S
h
a
r
e

o
f

r
e
s
u
l
t
s
o
f

a
s
s
o
c
i
a
t
e
c
o
m
p
a
n
y
9
4
2
,
9
9
3
4
7
5
,
5
8
3
-
-
-
-
-
-
9
4
2
,
9
9
3
4
7
5
,
5
8
3
S
h
a
r
e

o
f

r
e
s
u
l
t
s
o
f

j
o
i
n
t

v
e
n
t
u
r
e
c
o
m
p
a
n
y
7
0
,
7
8
9
3
7
,
7
8
9
-
-
-
-
-
-
7
0
,
7
8
9
3
7
,
7
8
9
I
n
c
o
m
e

t
a
x
e
x
p
e
n
s
e
(
1
5
,
3
3
2
,
8
1
3
)
(
9
,
3
8
7
,
3
5
4
)
(
6
,
4
1
7
,
8
9
7
)
(
1
,
4
2
9
,
5
0
5
)
(
2
,
4
6
3
,
8
9
4
)
(
2
,
1
7
9
,
8
9
9
)
2
2
,
3
5
9
2
2
,
3
5
9
(
2
4
,
1
9
2
,
2
4
5
)
(
1
2
,
9
7
4
,
3
9
9
)
O
t
h
e
r

n
o
n
-
c
a
s
h
(
e
x
p
e
n
s
e
s
)
/
i
n
c
o
m
e
(
1
,
5
1
6
,
7
1
2
)
(
9
8
,
5
8
9
)
(
9
4
,
6
3
7
)
(
9
2
,
3
2
8
)
(
1
,
0
6
6
,
2
0
1
)
(
2
,
0
6
4
,
2
1
1
)
(
1
,
0
7
2
,
6
7
3
)
6
5
,
9
8
9
C
(
3
,
7
5
0
,
2
2
3
)
(
2
,
1
8
9
,
1
3
9
)
annual report 2013
115
NOTES TO THE
28 February 2013
contd
47. OPERATING SEGMENTS - GROUP contd
(a) Business segments contd
Trading Manufacturing
Investment
holding Eliminations Notes Consolidated
2013 RM RM RM RM RM
Assets
Segment assets 374,106,128 329,502,823 233,391,203 (244,582,028) D 692,418,126
company 3,244,944 - - - 3,244,944
Investment in joint venture
company 505,366 - - - 505,366
Additions to non-current
assets other than
nancial instruments
and deferred tax assets 15,757,094 29,269,236 - (21,098) E 45,005,232
Liabilities
Segment liabilities 37,271,228 100,094,404 16,052,143 (98,826,439) F 54,591,336
2012
Assets
Segment assets 328,805,805 226,956,681 210,893,168 (177,976,563) D 588,679,091
company 2,123,451 - - - 2,123,451
Investment in joint venture
company 417,208 - - - 417,208
Additions to non-current
assets other than
nancial instruments
and deferred tax assets 1,881,752 31,229,013 - (181,069) E 32,929,696
Liabilities
Segment liabilities 44,762,542 56,694,190 26,671,398 (70,938,719) F 57,189,411
annual report 2013
116
NOTES TO THE
28 February 2013
contd
Notes to the nature of adjustments and eliminations to arrive at amounts reported in the consolidated
nancial statements:
A. Inter-segment revenues are eliminated on consolidation.
B. The following items are added to/(deducted from) segment prot to arrive at prot before tax
presented in the consolidated income statement:-
2013 2012
RM RM
Segment prot 90,002,934 53,187,651
Interest income 1,507,159 2,385,279
Finance costs (12,269,017) (8,888,543)
Share of results of associate company 942,993 475,583
Share of results of joint venture company 70,789 37,789
Prot before tax 80,254,858 47,197,759
C. Other non-cash (expenses)/income consist of the following items as presented in the respective notes
to the nancial statements:-
2013 2012
RM RM
Allowance for impairment of receivables (2,926,233) (1,957,963)
Bad debts written off (414,503) (2,475)
Property, plant and equipment written off (157,382) (1,259)
Inventories written down (1,736,204) (534,501)
Reversal of inventories written down 6,341 62,527
Allowance for impairment of receivables no longer required 2,202,964 720,351
Gain on disposal of property, plant and equipment and prepaid land
lease payments 340,995 1,588,392
Employees Share Option Scheme expenses (1,066,201) (2,064,211)
(3,750,223) (2,189,139)

D. The following items are added to segment assets to arrive at total assets reported in the consolidated
statement of nancial position:-
2013 2012
RM RM
Segment assets 692,418,126 588,679,091
Investment in an associate company 3,244,944 2,123,451
Investment in a joint venture company 505,366 417,208
Deferred tax assets 3,053,952 5,326,891
Tax recoverable - 26,130
Total assets 699,222,388 596,572,771

annual report 2013
117
NOTES TO THE
28 February 2013
contd
Notes to the nature of adjustments and eliminations to arrive at amounts reported in the consolidated
nancial statements: contd
E. Additions to non-current assets other than nancial instruments and deferred tax assets consist of:-

2013 2012
RM RM
Property, plant and equipment 21,454,672 21,099,330
Capital work-in-progress 23,550,560 11,830,366
45,005,232 32,929,696
F. The following items are added to segment liabilities to arrive at total liabilities reported in the
consolidated statement of nancial position:-
2013 2012
RM RM
Segment liabilities 54,591,336 57,189,411
Finance lease creditors 8,468,958 4,125,839
Borrowings 247,985,952 188,643,698
Tax payable 6,904,840 5,872,091
Deferred tax liabilities 4,252,108 3,511,535
Total liabilities 322,203,194 259,342,574
(b) Geographical information
The Groups revenue and non-current assets information based on geographical location are as follows:-
Revenue
Non-current
assets
2013 2012 2013 2012
RM RM RM RM
Malaysia * 563,508,107 413,833,166 197,666,241 164,609,024
Republic of Singapore 25,981,413 20,770,810 695,043 610,342
United Kingdom 46,173,557 - 9,075,251 -
635,663,077 434,603,976 207,436,535 165,219,366
* Companys home country
annual report 2013
118
NOTES TO THE
28 February 2013
contd
(b) Geographical information contd
Non-current assets information presented above consist of the following items as presented in the
consolidated statement of nancial position:-
2013 2012
RM RM
Property, plant and equipment 159,160,868 123,233,147
Prepaid land lease payments 21,023,147 21,381,403
Capital work-in-progress 19,525,755 11,830,366
Investment in an associate company 3,244,944 2,123,451
Investment in a joint venture company 505,366 417,208
Available for sale investment 6,900 6,900
Deferred tax assets 3,053,952 5,326,891
Goodwill on acquisition 715,603 -
Investment properties 200,000 900,000
207,436,535 165,219,366
(c) Major customers
The Group does not have any revenue from a single external customer which represents 10% or more of
the Groups revenue.
48. FINANCIAL INSTRUMENTS
Risk management objectives and policies

The Group is exposed to various risks in relation to nancial instruments. The Groups nancial assets and
liabilities by category are summarised in Note 3.10 and 3.11. The main types of risks are foreign currency risk,
interest rate risk, credit risk and liquidity risk.
Financial risk management policy is established to ensure that adequate resources are available for the
development of the Groups businesses whilst managing its foreign currency risk, interest rate risk, credit risk
and liquidity risk. The Group operates within clearly dened policies and procedures that are approved by the
Board of Directors to ensure the effectiveness of the risk management process.
(a) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash ows of a nancial instrument will uctuate
because of changes in foreign exchange rates.
The Group is exposed to foreign currency risk mostly on its sales and purchases that are denominated in a
currency other than the functional currency of the Group. The currencies giving rise to this risk are primarily
US Dollar (USD), Singapore Dollar (SGD), Great Britain Pound Sterling (GBP) and EURO (EURO).
The Group uses forward exchange contracts to hedge its foreign currency risk and forward exchange
contracts have maturities of less than one year from the reporting date. Where necessary, the forward
exchange contracts are rolled over at maturity.
annual report 2013
119
NOTES TO THE
28 February 2013
contd
48. FINANCIAL INSTRUMENTS contd
Risk management objectives and policies contd
(a) Foreign currency risk contd
Based on carrying amounts as at the reporting date, foreign currency denominated nancial assets and
nancial liabilities which expose the Group to currency risk are disclosed below:-
Group USD SGD GBP EURO
RM RM RM RM
28 February 2013
Financial assets 39,638,262 9,196,986 13,629,751 3,163,374
Financial liabilities (49,649,519) (6,043,019) (15,040,768) (3,665,760)
Net exposure (10,011,257) 3,153,967 (1,411,017) (502,386)
29 February 2012
Financial assets 31,707,329 8,992,132 33,665 1,124,828
Financial liabilities (41,148,148) (8,459,160) (124,415) (274,934)
Net exposure (9,440,819) 532,972 (90,750) 849,894
1 March 2011
Financial assets 19,153,699 6,135,074 - 2,537
Financial liabilities (24,873,785) (5,705,935) (110,683) (11,675)
Net exposure (5,720,086) 429,139 (110,683) (9,138)
Company USD SGD GBP EURO
RM RM RM RM
28 February 2013
Financial assets - - 827,282 -
Financial liabilities - - (10,698,842) -
Net exposure - - (9,871,560) -
29 February 2012
Financial assets - - - -
Financial liabilities - - (52,070) -
Net exposure - - (52,070) -
During the previous nancial year ended 2011, all nancial assets and nancial liabilities of the Company
are denominated in Ringgit Malaysia.
annual report 2013
120
NOTES TO THE
28 February 2013
contd
(a) Foreign currency risk contd
Foreign currency sensitivity analysis
The following table illustrates the sensitivity of prot in regards to the Groups nancial assets and nancial
liabilities and the RM/USD exchange rate, RM/SGD exchange rate, RM/GBP exchange rate and RM/EURO
exchange rate with all other things are being equal.
It assumes a +/- 3% (29.2.2012 and 1.3.2011: 3%) change of the RM/USD, RM/SGD, RM/GBP and RM/
EURO exchange rates respectively. The percentage has been determined based on the average market
volatility in exchange rates in the previous 12 months. The sensitivity analysis is based on the Groups
foreign currency nancial instruments held at each reporting date and also takes into account forward
exchange contracts that offset effects from changes in currency exchange rates.
If the RM had strengthened against the USD, SGD, GBP and EURO by 3% respectively, this would have
the following impact:-
Increase/(Decrease) on prot for the nancial year
Group USD SGD GBP EURO Total
RM RM RM RM RM
28 February 2013 300,338 (94,619) 42,331 15,072 263,122
29 February 2012 283,225 (15,989) 2,723 (25,497) 244,462
1 March 2011 171,603 (12,874) 3,320 274 162,323
Company USD SGD GBP EURO Total
RM RM RM RM RM
28 February 2013 - - 296,147 - 296,147
29 February 2012 - - 1,562 - 1,562
1 March 2011 - - - - -
If the RM had weakened against the USD, SGD, GBP and EURO by 3% respectively, then the impact to
prot for the nancial year would be the opposite effect.
Exposures to foreign exchange rates vary during the nancial year depending on the volume of overseas
transactions. Nonetheless, the analysis above is considered to be representative of the Groups exposures
to foreign currency risk.
(b) Interest rate risk
Interest rate risk is the risk that the fair value or future cash ows of the Groups nancial instruments will
uctuate because of changes in market interest rates.
The Groups xed rate borrowings are exposed to a risk of change in their fair value due to changes in
interest rates. The Groups variable rate borrowings are exposed to the risk of change in cash ows due to
changes in interest rates. Investment in equity securities and short term receivables and payables are not
signicantly exposed to interest rate risk.
annual report 2013
121
NOTES TO THE
28 February 2013
contd
(b) Interest rate risk contd
The Groups interest rate management objective is to manage interest expenses consistent with maintaining
an acceptable level of exposure to interest rate uctuation.
Interest rate sensitivity
The Group is exposed to changes in market interest rates through bank borrowings at variable interest
rates. Other borrowings are at xed interest rates. The exposure to interest rates for the Groups short term
placement is considered immaterial.
The interest rate prole of the Groups and of the Companys signicant interest-bearing nancial
instruments, based on carrying amounts as at the end of the reporting period is as follows:-
Group Company
RM RM
28.2.2013
Fixed rate instruments
Financial assets
Fixed deposits with licensed banks 5,887,102 3,722,000
Amount due from subsidiary companies - 71,000,000
Financial liabilities
Finance lease creditors (8,468,958) -
Bankers acceptance (104,446,000) -
Onshore foreign currency loans (44,569,257) -
Revolving credits (10,000,000) -
Term loans (31,326,606) (31,326,606)
(192,923,719) 43,395,394
Floating rate instruments
Term loans (56,087,920) -
Trust receipts (1,556,169) -
Net nancial liabilities (57,644,089) -
annual report 2013
122
NOTES TO THE
28 February 2013
contd
Interest rate sensitivity contd
The interest rate prole of the Groups and of the Companys signicant interest-bearing nancial
instruments, based on carrying amounts as at the end of the reporting period is as follows:- contd
Group Company
RM RM
29.2.2012
Financial assets
Revolving credits (5,000,000) -
Term loans (14,000,000) (14,000,000)
(122,329,497) 65,886,947
Term loans (46,792,629) -
Trust receipts (819,648) -
1.3.2011
Financial assets
Term loans (18,002,663) (18,002,663)
(30,275,626) 68,130,655
Term loans (47,550,232) -
Trust receipts (587,174) -
annual report 2013
123
NOTES TO THE
28 February 2013
contd
Interest rate sensitivity contd
The following table illustrates the sensitivity of prot to a reasonably possible change in interest rates of
+/- 25 (29.2.2012 and 1.3.2011: 50) basis points (bp). These changes are considered to be reasonably
possible based on observation of current market conditions. The calculations are based on a change in the
average market interest rates for each period, and the nancial instruments held at each reporting date that
are sensitive to changes in interest rates. All other variables are held constant.
(Decrease)/Increase on
prot for the nancial year
+ 25 bp - 25 bp
Group RM RM
28 February 2013 (144,110) 144,110
+ 50 bp - 50 bp
RM RM
29 February 2012 (238,061) 238,061
1 March 2011 (240,687) 240,687
(c) Credit risk
Credit risk is the risk that counterparty fails to discharge an obligation to the Group and the Company. The
Groups and the Companys maximum exposure to credit risk is limited to the carrying amount of nancial
assets recognised at the reporting date, as summarised below:-
Group Company
28.2.2013 29.2.2012 1.3.2011 28.2.2013 29.2.2012 1.3.2011
RM RM RM RM RM RM
Classes of nancial
assets carrying
amounts:-
Cash and cash
equivalents 79,153,046 102,333,289 138,382,662 5,482,396 34,971,259 75,344,096
Trade receivables 100,891,211 70,057,028 58,208,300 - - -
Other receivables 13,005,141 18,127,034 6,560,037 534,000 534,000 540,628
Amount due from an
associate company 38,475,867 40,136,551 7,749,426 - - -
Amount due from
subsidiary
companies - - - 71,349,631 61,478,910 35,043,745
231,525,265 230,653,902 210,900,425 77,366,027 96,984,169 110,928,469
annual report 2013
124
NOTES TO THE
28 February 2013
contd
(c) Credit risk contd
The Group continuously monitors defaults of customers and other counterparties, identified either
individually or by group, and incorporate this information into its credit risk controls. Where available at
reasonable cost, external credit ratings and/or reports on customers and other counterparties are obtained
and used. The Groups policy is to deal only with creditworthy counterparties.
The Groups management considers that all the above nancial assets that are not impaired or past due for
each of the reporting dates under review are of good credit quality.
The ageing analysis of trade receivables of the Group is as follows:-
Allowance for impairment loss
Gross
Individually
impaired
Collectively
impaired Total Net
RM RM RM RM RM
28.2.2013
Within terms 51,313,630 - - - 51,313,630
Past due 1 to 30 days 17,473,032 - - - 17,473,032
Past due 31 to 60 days 9,587,946 - - - 9,587,946
Past due 61 to 90 days 8,043,101 - - - 8,043,101
Past due 91 to 120 days 5,285,482 - - - 5,285,482
Past due more than 120 days 12,463,487 3,275,467 - 3,275,467 9,188,020
104,166,678 3,275,467 - 3,275,467 100,891,211
29.2.2012
Within terms 38,914,977 - - - 38,914,977
Past due 1 to 30 days 11,380,130 - - - 11,380,130
Past due 31 to 60 days 7,108,337 - - - 7,108,337
Past due 61 to 90 days 5,643,060 - - - 5,643,060
Past due 91 to 120 days 1,665,973 - - - 1,665,973
72,419,928 2,362,900 - 2,362,900 70,057,028
1.3.2011
Within terms 30,190,465 - - - 30,190,465
Past due 1 to 30 days 12,575,492 - - - 12,575,492
Past due 31 to 60 days 6,179,512 - - - 6,179,512
Past due 61 to 90 days 5,209,348 - - - 5,209,348
Past due 91 to 120 days 1,058,237 - - - 1,058,237
59,333,588 1,125,288 - 1,125,288 58,208,300
None of the Groups nancial assets are secured by collateral or other credit enhancements and none of
the carrying amount of nancial assets whose terms have been renegotiated that would otherwise be past
due or impaired.
annual report 2013
125
NOTES TO THE
28 February 2013
contd
(c) Credit risk contd
In respect of trade and other receivables, the Group is not exposed to any signicant credit risk exposure
to any single counterparty or any group of counterparties having similar characteristics. Trade receivables
consist of a large number of customers in various industries and geographical areas. Based on historical
information about customer default rates, the management consider the credit quality of trade receivables
that are not past due or impaired to be good.
The credit risk for cash and cash equivalents and short term placements is considered negligible, since the
counterparties are reputable banks with high quality external credit ratings.
(d) Liquidity risk
Liquidity risk is the risk arising from the Group and the Company not being able to meet their obligations
due to shortage of funds.
In managing their exposures to liquidity risk, the Group and the Company maintain a level of cash and cash
equivalents and bank credit facilities deemed adequate by the management to ensure that they will have
sufcient liquidity to meet their liabilities when they fall due.
The following table shows the areas where the Group and the Company are exposed to liquidity risk:-
Group Company
Current Non-current Current Non-current
Less than
1 year
1 to
5 years
More than
5 years
Less than
1 year
1 to
5 years
More than
5 years
RM RM RM RM RM RM
28 February 2013
Non-derivative nancial
liabilities
Term loans 20,827,690 66,653,536 15,149,131 10,500,818 25,337,931 -
Bankers acceptance 104,446,000 - - - - -
Trust receipts 1,556,169 - - - - -
Onshore foreign currency
loans 44,569,257 - - - - -
Unsecured Loan Stocks 1,811,508 5,323,847 - 1,811,508 5,323,847 -
Finance lease creditors 3,242,914 6,100,072 - - - -
Trade payables 24,889,177 - - - - -
Other payables 15,919,482 - - 619,412 - -
Revolving credits 10,000,000 - - - - -
Amount due to a joint
venture company 351,134 - - - - -
227,613,331 78,077,455 15,149,131 12,931,738 30,661,778 -
Derivative nancial liabilities
Outow 18,040,583 - - 11,060,358 - -
Inow (17,836,849) - - (10,883,572) - -
203,734 - - 176,786 - -
Total undiscounted nancial
liabilities 227,817,065 78,077,455 15,149,131 13,108,524 30,661,778 -
annual report 2013
126
NOTES TO THE
28 February 2013
contd
(d) Liquidity risk contd
contd
Group Company
Less than
1 year
1 to
5 years
More than
5 years
Less than
1 year
1 to
5 years
More than
5 years
RM RM RM RM RM RM
29 February 2012
liabilities
Term loans 14,059,785 44,145,747 13,013,790 4,636,570 10,643,561 -
Trust receipts 819,648 - - - - -
loans 37,323,421 - - - - -
Unsecured Loan Stocks 3,913,417 13,022,245 417,610 3,913,417 13,022,245 417,610
Trade payables 23,791,869 - - - - -
Other payables 10,416,750 - - 1,265,274 - -
Revolving credits 5,000,000 - - - - -
181,816,148 60,147,794 13,431,400 9,815,261 23,665,806 417,610
Derivative nancial liabilities
Forward exchange contracts
Outow 300,050 - - - - -
Inow (299,800) - - - - -
250 - - - - -
liabilities 181,816,398 60,147,794 13,431,400 9,815,261 23,665,806 417,610
annual report 2013
127
NOTES TO THE
28 February 2013
contd
(d) Liquidity risk contd
contd
Group Company
Less than
1 year
1 to
5 years
More than
5 years
Less than
1 year
1 to
5 years
More than
5 years
RM RM RM RM RM RM
1 March 2011
liabilities
Term loans 13,247,858 50,591,537 12,011,882 4,851,201 15,280,137 -
Trust receipts 587,174 - - - - -
loans 18,288,466 - - - - -
Unsecured Loan Stocks 3,697,408 13,561,518 4,664,522 3,697,408 13,561,518 4,664,522
Trade payables 23,353,865 - - - - -
Other payables 8,765,183 - - 1,117,062 - -
liabilities

123,523,572 66,511,945 16,676,404 9,665,671 28,841,655 4,664,522
The above amounts reect the contractual undiscounted cash ows, which may differ from the carrying
values of the nancial liabilities at the reporting date.
49. CAPITAL MANAGEMENT OBJECTIVE
The primary capital management objective of the Group is to maintain a strong capital base and safeguard the
Groups ability to continue as a going concern, so as to sustain future development of the business. There is no
change to the objectives in nancial year ended 2013.
The Group manages its capital by regularly monitoring its current and expected liquidity requirement and modify
the combination of equity and borrowings from time to time to meet the needs. Shareholders equity and gearing
ratio of the Group and of the Company are as follows:-
Group Company
28.2.2013 29.2.2012 1.3.2011 28.2.2013 29.2.2012 1.3.2011
RM RM RM RM RM RM
Total equity 377,019,194 337,230,197 317,267,820 183,351,475 167,774,652 162,754,480
Borrowings 256,454,910 192,769,537 141,657,205 31,326,606 14,000,000 18,002,663
Debt-to-equity ratio 0.68 0.57 0.45 0.17 0.08 0.11
annual report 2013
128
NOTES TO THE
28 February 2013
contd
49. CAPITAL MANAGEMENT OBJECTIVE contd
The Group has complied with Practice Note No. 17/2005 (Revision on 3 August 2009, 22 September 2011
and 25 March 2013) of Bursa Malaysia Securities Berhad which requires the Group to maintain a consolidated
shareholders equity not less than 25% of the issued and paid-up capital of the Company and such shareholders
equity is not less than RM40 million.
50. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of nancial assets and liabilities of the Group and of the Company at the reporting date
approximate their fair values due to their short term nature or insignicant impact of discounting.
The following summarises the methods used in determining the fair value of nancial instruments:-
(a) Investments in equity securities
The fair value of nancial assets that are quoted in an active market are determined by reference to their
quoted closing bid price at the end of the reporting period.
(b) Derivatives
The fair value of forward contract is calculated by reference to current forward exchange rates for contracts
with similar maturity prole.

(c) Non-derivatives nancial liabilities
Fair value, which is determined for disclosure purposes, is calculated based on the present value of future
principal and interest cash ows, discounted at the market rate of interest at the end of the reporting
period. In respect of the liability component of convertible notes, the market rate of interest is determined
by reference to similar liabilities that do not have a conversion option. For nance leases, the market rate of
interest is determined by reference to similar lease agreements.
The interest rate used to discount estimated cash ows, when applicable, are as follows:-
28.2.2013 29.2.2012 1.3.2011
% % %
Bank overdrafts 7.35 7.60 7.30 7.60 6.80 7.30
Bankers acceptance 3.27 4.18 3.03 4.54 2.21 4.45
Onshore foreign currency loans 1.45 2.55 1.08 2.85 1.30 2.15
Revolving credits 4.73 4.85 4.60 4.85 4.31 4.53
Term loans 3.39 7.20 4.14 7.85 3.39 7.55
Trust receipts 2.40 6.25 6.25 6.25
Finance lease creditors 2.38 4.09 2.33 4.10 2.33 4.25
Irredeemable Convertible Unsecured Loan Stocks 7.00 7.00 7.00
Fair value hierarchy
The following table provides an analysis of nancial instruments that are measured subsequent to initial
recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.
annual report 2013
129
NOTES TO THE
28 February 2013
contd
50. FAIR VALUE OF FINANCIAL INSTRUMENTS contd
Fair value hierarchy contd
Quoted in
active markets
for identical
instruments
Signicant
other
observable
inputs
Signicant
unobservable
inputs Total
Level 1 Level 2 Level 3
RM RM RM RM
GROUP
28.2.2013
Financial asset:
Available for sale investment
- Quoted investment in Malaysia 9,440 - - 9,440
Financial liabilities:
Derivatives
- Cross currency swap - 176,786 - 176,786
- Forward currency contracts - 26,948 - 26,948
- 203,734 - 203,734
29.2.2012
Financial assets:
Derivatives
6,800 56,670 - 63,470
Financial liability:
Derivatives
- Forward currency contracts - 250 - 250
1.3.2011
Financial assets:
Derivatives
6,800 33,020 - 39,820
COMPANY
28.2.2013
Financial liability:
Derivatives
- Cross currency swap - 176,786 - 176,786
There were no transfers between Level 1 and 2 in the reporting period.
annual report 2013
130
NOTES TO THE
28 February 2013
contd
51. EXPLANATION OF TRANSITION TO MFRSs
As stated in Note 2.4 to the nancial statements, these are the rst nancial statements of the Group and of the
Company prepared in accordance with MFRSs.
The nancial statements of the Group and of the Company for the nancial year ended 28 February 2013, the
comparative information presented for the nancial year ended 29 February 2012 and opening MFRS statement
of nancial position at 1 March 2011 (the Groups and the Companys date of transition to MFRSs) were prepared
according to accounting policies set out in Note 3.
In preparing the opening statement of nancial position at 1 March 2011, the Group and the Company have
adjusted amounts reported previously in nancial statements prepared in accordance with previous FRSs. The
effect of the transition from previous FRSs to MFRSs on the Groups nancial position is set out below:-
51.1 Reconciliation of nancial position
Group
Note
As at
1.3.2011
per FRS
Effect of
transition
to MFRSs
As at
1.3.2011
per MFRSs
As at
29.2.2012
per FRS
Effect of
transition
to MFRSs
As at
29.2.2012
per MFRSs
RM RM RM RM RM RM
ASSETS
Non-current assets
Property, plant and
equipment 104,139,888 - 104,139,888 123,233,147 - 123,233,147
Prepaid land lease
payments 18,678,044 - 18,678,044 21,381,403 - 21,381,403
Capital work-in-progress 6,748,340 - 6,748,340 11,830,366 - 11,830,366
Investment properties 3,160,000 - 3,160,000 900,000 - 900,000
Investment in an
associate company 1,789,618 - 1,789,618 2,123,451 - 2,123,451
Investment in a joint
venture company 379,118 - 379,118 417,208 - 417,208
Available for sale
investment 6,900 - 6,900 6,900 - 6,900
Deferred tax assets 6,054,600 - 6,054,600 5,326,891 - 5,326,891
Total non-current assets 140,956,508 140,956,508 165,219,366 165,219,366
Current assets
Inventories 168,771,532 - 168,771,532 199,501,681 - 199,501,681
Trade receivables 58,208,300 - 58,208,300 70,057,028 - 70,057,028
Other receivables 7,309,306 - 7,309,306 19,242,056 - 19,242,056
Derivatives nancial
instruments 33,020 - 33,020 56,670 - 56,670
Amount due from an
associate company 7,749,426 - 7,749,426 40,136,551 - 40,136,551
Tax recoverable 642,995 - 642,995 26,130 - 26,130
Fixed deposits with
licensed banks 63,244,173 - 63,244,173 22,827,763 - 22,827,763
Cash and bank balances 75,138,489 - 75,138,489 79,505,526 - 79,505,526
Total current assets 381,097,241 381,097,241 431,353,405 431,353,405
Total assets 522,053,749 522,053,749 596,572,771 596,572,771
annual report 2013
131
NOTES TO THE
28 February 2013
contd
51. EXPLANATION OF TRANSITION TO MFRSs contd
51.1 Reconciliation of nancial position contd
Group
Note
As at
1.3.2011
per FRS
Effect of
transition
to MFRSs
As at
1.3.2011
per MFRSs
As at
29.2.2012
per FRS
Effect of
transition
to MFRSs
As at
29.2.2012
per MFRSs
RM RM RM RM RM RM
EQUITY
Share capital 90,387,025 - 90,387,025 90,530,045 - 90,530,045
Share application money 12,960 - 12,960 - - -
Share premium 1,947,507 - 1,947,507 2,235,706 - 2,235,706
Treasury shares (380,002) - (380,002) (1,650,458) - (1,650,458)
Revaluation reserve 4,720,415 - 4,720,415 4,465,530 - 4,465,530
Employees share option
reserve 5,595,312 - 5,595,312 7,659,523 - 7,659,523
- Equity component 49,151,154 - 49,151,154 48,873,277 - 48,873,277
Warrants reserve 7,484,104 - 7,484,104 7,481,944 - 7,481,944
Exchange translation
reserve a 149,771 (149,771) - 250,440 (149,771) 100,669
Unappropriated prot a 158,113,413 149,771 158,263,184 177,306,921 149,771 177,456,692
Equity attributable to
owners of the Company 317,181,659 - 317,181,659 337,152,928 - 337,152,928
Non-controlling interest 86,161 - 86,161 77,269 - 77,269
Total equity 317,267,820 317,267,820 337,230,197 337,230,197

LIABILITIES
Non-current liabilities
- Liability component 21,923,448 - 21,923,448 17,353,272 - 17,353,272
Finance lease creditors 2,172,112 - 2,172,112 2,778,550 - 2,778,550
Borrowings 53,442,137 - 53,442,137 48,157,239 - 48,157,239
Deferred tax liabilities 3,462,508 - 3,462,508 3,511,535 - 3,511,535
Total non-current liabilities 81,000,205 81,000,205 71,800,596 71,800,596
annual report 2013
132
NOTES TO THE
28 February 2013
contd
51. EXPLANATION OF TRANSITION TO MFRSs contd
51.1 Reconciliation of nancial position contd
Group
Note
As at
1.3.2011
per FRS
Effect of
transition
to MFRSs
As at
1.3.2011
per MFRSs
As at
29.2.2012
per FRS
Effect of
transition
to MFRSs
As at
29.2.2012
per MFRSs
RM RM RM RM RM RM
contd
LIABILITIES contd
Current liabilities
Trade payables 23,353,865 - 23,353,865 23,791,869 - 23,791,869
Other payables 8,765,183 - 8,765,183 10,416,750 - 10,416,750
Derivatives nancial
instruments - - - 250 - 250
venture company 357,353 - 357,353 234,735 - 234,735
Finance lease creditors 1,073,837 - 1,073,837 1,347,289 - 1,347,289
Borrowings 84,969,119 - 84,969,119 140,486,459 - 140,486,459
Dividend payable 2,710,819 - 2,710,819 5,392,535 - 5,392,535
Tax payable 2,555,548 - 2,555,548 5,872,091 - 5,872,091
Total current liabilities 123,785,724 123,785,724 187,541,978 187,541,978
Total liabilities 204,785,929 204,785,929 259,342,574 259,342,574
Total equity and liabilities 522,053,749 522,053,749 596,572,771 596,572,771
There is no effect of the transition on the Company.
51.2 Note to reconciliation
(a) Exchange translation reserve

Under FRS, the Group recognised translation differences of foreign operations as a separate
component of equity. At the date of transition to MFRS, the Group applied optional exemption
available under MFRS 1 and reclassied the cumulative foreign currency translation differences at 1
March 2011 amounting to RM149,771 to unappropriated prot.
The transition from FRS to MFRS has no material impact on the statements of comprehensive income
and statements of cash ows of the Group and of the Company.

1.3.2011 29.2.2012
RM RM
Consolidated statement of nancial position
Exchange translation reserve (149,771) (149,771)
Adjustment to unappropriated prot 149,771 149,771
annual report 2013
133
NOTES TO THE
28 February 2013
contd
52. DISCLOSURE OF REALISED AND UNREALISED PROFITS/(LOSSES)
Bursa Malaysia Securities Berhad has, on 25 March 2010 and 20 December 2010, issued directives requiring all
listed corporations to disclose the breakdown of unappropriated prots or accumulated losses into realised and
unrealised on group and company basis, as the case may be, in quarterly reports and annual audited nancial
statements.
The breakdown of unappropriated prot as at the reporting date that has been prepared by the Directors in
accordance with the directives from Bursa Malaysia Securities Berhad stated above and Guidance on Special
Matter No. 1 issued on 20 December 2010 by the Malaysian Institute of Accountants are as follows:-
Group Company
Restated Restated
28.2.2013 29.2.2012 1.3.2011 28.2.2013 29.2.2012 1.3.2011
RM RM RM RM RM RM
Total unappropriated prot
of the Company and its
subsidiary companies:
- Realised 290,359,894 220,666,089 200,975,104 15,733,026 12,644,615 8,556,420
- Unrealised (241,711) 210,831 141,965 (12,686) - -
290,118,183 220,876,920 201,117,069 15,720,340 12,644,615 8,556,420
Total unappropriated prot
of the Associate Company:
- Realised 2,980,699 2,081,213 1,750,042 - - -
- Unrealised (24,472) 16,021 13,359 - - -
2,956,227 2,097,234 1,763,401 - - -
Total unappropriated
prot of the Joint Venture
Company:
- Realised 348,502 256,726 220,118 - - -
- Unrealised (3,576) 42 (1,440) - - -
344,926 256,768 218,678 - - -
Total 293,419,336 223,230,922 203,099,148 15,720,340 12,644,615 8,556,420
Consolidation adjustments (87,490,408) (45,774,230) (44,835,964) - - -
205,928,928 177,456,692 158,263,184 15,720,340 12,644,615 8,556,420
The above disclosures were reviewed and approved by the Board of Directors in accordance with a resolution of
the Board of Directors on 24 June 2013.
annual report 2013
134
LIST OF
PROPERTIES
No. Tittle deed Address
( Land area )
Gross build-up
area
Sq.ft. Tenure
Description /
existing use
Net book
Value
@ 28.2.2013
RM000
Approximate
age of
building
Years
Date of
last
revaluation
1
HS(D) 484896,
PTD 204334,
Mukim Plentong,
District of Johor Bahru,
Johor Darul Takzim
PLO 809,
Jalan Kampung Pasir
Gudang Baru,
Pasir Gudang Industrial
Estate Zone 12B,
81700 Pasir Gudang,
Johor Darul Takzim
(899,775)
220,660
Leasehold
expiring on
18.08.2070
2 Blocks single
storey factory
buildings
with 1 unit
3-storey ofce
and ancillary
buildings
43,471
Geran 95058, 95059 and

95060
Lot No. 23190, 23191 and
23192
Mukim Kapar,
District of Klang,
Selangor Darul Ehsan
Lot 13257, 13258 and
13259,
Jalan Haji Abdul
Manan,
Off Jalan Meru,
41050 Klang,
(544,353)
346,523
Freehold
6 units of
single storey
detached
factories
(Identied for
reference as
Factory A, B,
C, D, E and F)
37,350
Factory A, B
& C - 23
Factory D - 21
Factory E - 6
Factory F -1
3.3.2011
SF263520, SF207018,
SF209083,
SF318990, SF211845,
SF318991,
SF184517, SF196161
Claymore, Tame Valley
Industrial Estate,
Tamworth
Claymore
Tame Valley Industrial
Estate
Tamworth
Staffordshire
B77 5DQ
United Kingdom
(59,000)
46,450
Freehold
8 units of
building
comprising of
factories,
warehouses
and ofce
7,382
25 - 31
-
4
HS(D) 501116, PTD

209335
Mukim Plentong,
Johor Darul Takzim
PLO 641, Jalan
Plantinum 1,
Estate, Zone 12B
81700 Pasir Gudang,
Johor Darul Takzim
(254,566)
43,560
Leasehold
expiring on
16.01.2072
A single storey
detached
warehouse
6,232
Lot PT NO 34277,
HS(M) 29537
Mukim and District of
Klang,
HS (D) 114965, Lot PT
17296
Pekan Baru Hicom,
Daerah Petaling,
No. 3, Jalan Trompet
33/8,
Seksyen 33,
40400 Shah Alam,
(123,548)
25,968
Leasehold
expiring on
11.12.2096
&
28.11.2096
A single-storey
detached
warehouse
with 2-storey
ofce buildings
annexed
5,547
15
15.1.2011
PTD 71061, HS(D)

125023,
Mukim Plentong,
Johor Darul Takzim
PLO 234, Jalan
Tembaga Satu,
Estate,
81700 Pasir Gudang,
Johor Darul Takzim
(87,120)
42,300
Leasehold
expiring on
30.9.2045
A single storey
detached
warehouse
with a 3-storey
ofce building
annexed
3,821
14
11.1.2011
Part of Plot 157, Plot 158,

Plot 159
and part of Plot 160,
Precinct 1,
Port Klang Free Zone
held under Master Title
Pajakan Negeri 7324,
Lot 7894, Mukim and
District of Klang,
Persiaran Port Klang
FZ 7,
Jalan FZ 6-P1,
Port Klang Free Zone/
KS12,
42920 Pulau Indah,
(304,920)
48,383
Leasehold
expiring on
30.06.2017
A single-storey
warehouse
and an ofce
block
2,833
13.1.2011
Geran 252790, Lot 75931,

Mukim Plentong,
Johor Darul Takzim
No. 18 & 18A, Jalan
Lampam 41,
Tanjong Puteri Resort,
81700 Pasir Gudang,
Johor Darul Takzim
(1,540)
3,080
Freehold
A double
storey
intermediate
shophouse
200
16
11.1.2011

annual report 2013
135
NOTICE OF SEVENTH
ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Seventh Annual General Meeting of Pantech Group Holdings Berhad (Pantech
or the Company) will be held at Bahamas 2 & 3, Level 12, Sunway Resort Hotel & Spa, Persiaran Lagoon, Bandar
Sunway, 46150 Petaling Jaya, Selangor on Thursday, 29 August 2013 at 10.00 a.m. for the following purposes:-
AGENDA
AS ORDINARY BUSINESS
1. To receive the Audited Financial Statements for the nancial year ended 28 February
2013 together with the Directors and Auditors Reports thereon.
Please refer to Note A
2. To approve the payment of a Final Single Tier Dividend of 1.20 sen per ordinary share
of RM0.20 each for the nancial year ended 28 February 2013.
Ordinary Resolution 1
3. To approve the increase and payment of Directors fees from RM150,000 to
RM168,000 for the nancial year ending 28 February 2014.
4. To re-elect the following directors retiring pursuant to the Companys Articles of
Association and being eligible, offered themselves for re-election:

4.1 Dato Chew Ting Leng (Article 122)
4.2 Mr To Tai Wai (Article 122)
4.3 Ms Ng Lee Lee (Article 127)
4.4 Datuk Faizoull Bin Ahmad (Article 127)
5. To re-appoint Messrs SJ Grant Thornton as Auditors of the Company and to
authorise the Directors to x their remuneration.
AS SPECIAL BUSINESS
To consider, and if thought t, to pass the following Resolutions:
6. AUTHORITY TO ISSUE SHARES BY THE COMPANY PURSUANT TO SECTION
132D OF THE COMPANIES ACT, 1965

THAT pursuant to Section 132D of the Companies Act, 1965 and subject to the
approvals from the relevant governmental and/or regulatory authorities, the Directors
be and are hereby empowered to 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 t, provided that the aggregate number of shares issued
pursuant to this resolution does not exceed ten (10) per cent of the issued share
capital of the Company for the time being excluding and not limited to additional
shares arising from the Exercise of Warrants/Employees Share Option Scheme
(ESOS) and Conversion of Irredeemable Convertible Unsecured Loan Stocks
(ICULS) AND THAT the Directors be and are also hereby empowered to obtain the
approval from the Bursa Malaysia Securities Berhad for the listing and quotation of
the additional shares so issued AND THAT such authority shall continue in force until
the conclusion of the next Annual General Meeting of the Company.
annual report 2013
136
NOTICE OF SEVENTH
contd
7. PROPOSED RENEWAL OF SHARE BUY-BACK Ordinary Resolution 9
THAT subject to compliance with all applicable rules, regulations and orders
made pursuant to the Companies Act, 1965 (ACT), provisions in the Companys
Memorandum and Articles of Association, the Listing Requirements of Bursa
Malaysia Securities Berhad (Bursa Securities) and any other relevant authorities, the
Company be and is hereby authorised to purchase such number of ordinary shares
of the Company (Proposed Renewal of Share Buy-Back) as may be determined by
the Directors of the Company from time to time through Bursa Securities upon such
terms and conditions as the Directors may deem t and expedient in the interest of
the Company PROVIDED THAT:-
(1) the aggregate number of shares purchased or held does not exceed ten per
centum (10%) of the issued and paid-up share capital of the Company as
quoted on Bursa Securities as at the point of purchase;
(2) the maximum fund to be allocated by the Company for the purpose of
purchasing such number of ordinary shares shall not exceed the retained prot
and share premium account of the Company. As at the latest nancial year
ended 28 February 2013, the audited retained prot and share premium account
of the Company stood at RM15,720,340 and RM25,578,357 respectively;
(3) the authority conferred by this resolution will commence immediately upon
passing of this resolution and will continue to be in force until:-
(a) at the conclusion of the next Annual General Meeting (AGM) of the
Company following the general meeting in which the authorisation is
obtained, at which time it shall lapse unless by ordinary resolution passed
at that meeting, the authority is renewed either unconditionally or subject
to conditions; or
(b) the expiration of the period within which the next AGM of the Company is
required by law to be held; or
(c) revoked or varied by ordinary resolution passed by the shareholders of
the Company in a general meeting.

whichever occurs rst;
AND THAT upon completion of the purchase(s) of the ordinary shares of the
Company, the Directors of the Company be and are hereby authorised to deal with
the ordinary shares so purchased in the following manners:-
(a) to cancel the ordinary shares so purchased; or
(b) to retain the ordinary shares so purchased as treasury shares for distribution
as dividend to shareholders and/or resell on Bursa Securities or subsequently
cancelled; or
(c) to retain part of the ordinary shares so purchased as treasury shares and cancel
the remainder; or
(d) in any other manner prescribed by the Act, rules, regulations and orders made
to the Act, the Listing Requirements of Bursa Securities and any other relevant
authorities for the time being in force.
annual report 2013
137
NOTICE OF SEVENTH
contd
AND THAT the Board of the Company be and are hereby authorised to take all such
steps as are necessary or expedient to implement, nalise or to effect the aforesaid
share buy-back with full powers to assent to any conditions, modications, variations,
and/or amendments as may be required or imposed by the relevant authorities and
to do all such acts and things (including executing all documents) as the Board may
deem t and expedient in the best interest of the Company.
8. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE
COMPANY
Special Resolution 1
THAT the Articles of Association of the Company be and are hereby amended in the
manner as set out in Appendix I on page 139 of the Companys 2013 Annual Report
to be in line with the amended Listing Requirements.
AND THAT the Directors be and are hereby authorised to assent to any modications,
variations and/or amendments as may be required by the relevant authorities and
to do all acts and things and take all such steps as may be considered necessary
to give full effect to the Proposed Amendments to the Articles of Association of the
Company.
NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT
Subject to the approval of the shareholders, a Final Single Tier Dividend of 1.20 sen per ordinary share for the nancial
year ended 28 February 2013 will be paid on 19 September 2013 to Depositors registered in the Record of Depositors
at the closed of business at 5.00 p.m. on 4 September 2013.
A Depositor shall qualify for entitlement only in respect of:
(a) Shares transferred into the Depositors Securities Account before 4.00 p.m. on 4 September 2013, in respect of
ordinary shares; and
(b) Shares bought on Bursa Securities on a cum entitlement basis according to the Rules of the Bursa Securities.
By order of the Board

LIM SECK WAH (MAICSA 0799845)
LIANG SIEW CHING (MAICSA 7000168)
Company Secretaries

Kuala Lumpur
Dated this: 6 August 2013
annual report 2013
138
NOTICE OF SEVENTH
contd
Notes
A. The item 1 of the Agenda is meant for discussion only as it does not require a formal approval of the shareholders and hence, is
not put forward for voting.
1. For the purpose of determining a member who shall be entitled to attend, speak and vote at the AGM, the Company shall be
requesting the Record of Depositors as at 23 August 2013. Only a depositor whose name appears on the Record of Depositors
as at 23 August 2013 shall be entitled to attend the said meeting or appoint proxies to attend, speak and vote on his/her behalf.
2. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his/her stead. A
member may appoint up to two (2) proxies to attend the same meeting provided that he/she species the proportion of his/her
shareholding to be represented by each proxy. A proxy may but need not be a member of the Company and a member may
appoint any person to be his/her proxy without limitation and the provisions of Section 149(1)(a) & (b) of the Companies Act,
1965 shall not apply.
3. Where a member is an authorised nominee as dened under the Securities Industry (Central Depositories) Act, 1991, it may
appoint at least one (1) proxy in respect of each Securities account it holds with ordinary shares of the Company standing to the
credit of the said securities account.
4. Where a member is an exempt authorised nominee, it may appoint multiple proxies for each omnibus account it holds.
5. The instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorized in
writing or, if the appointer is a corporation, either under the Corporations Common Seal or under the hand of an ofcer or
attorney so authorized.
6. The Proxy Form must be deposited at the Registered Ofce of the Company at Level 15-2, Bangunan Faber Imperial Court,
Jalan Sultan Ismail, 50250 Kuala Lumpur not less than 48 hours before the time set for holding the meeting or any adjournment
thereof.
7. Explanatory Notes on Special Businesses:

The proposed Resolution 8 is a renewal of mandate given by the shareholders at the previous AGM held on 29 August 2012,
primarily to give exibility to the Board of Directors to issue and allot shares at any time in their absolute discretion and for such
purposes as they consider would be in the interest of the Company without convening a general meeting. This authority, unless
revoked or varied at a general meeting, will expire at the next annual general meeting of the Company.
The Company continues to consider opportunities to broaden its earnings potential. If any of the expansion/diversication
proposals involves the issue of new shares, the Directors, under certain circumstance when the opportunity arises, would have
to convene a general meeting to approve the issue of new shares even though the number involved may be less than 10% of
the issue capital.
In order to avoid any delay and costs involved in convening a general meeting to approve such issue of shares, it is thus
considered appropriate that the Directors be empowered to issue shares in the Company, up to any amount not exceeding in
total 10% of the issued share capital of the Company for the time being excluding the number of ordinary shares arising from
the exercise of Warrants/ESOS and Conversion of ICULS. The renewed authority will provide exibility to the Company for the
allotment of shares for the purpose of the possible fund raising activities for the purpose of funding future project/investment,
working capital and/or acquisitions. This authority, unless revoked or varied at a general meeting will expire at the conclusion of
the next AGM of the Company.
No shares have been issued and allotted by the Company since obtaining the said authority from its shareholders at the last
AGM held on 29 August 2012 except for new shares arising from the ICULS conversion and exercise of Warrants and ESOS.
This resolution will empower the Directors of the Company to purchase the Companys shares up to ten per centum (10%) of
the issued and paid-up share capital of the Company by utilising the funds allocated which shall not exceed the total retained
prots and share premium of the Company. This authority, unless revoked or varied at a general meeting, will expire at the
conclusion of the next AGM of the Company.
Further information on the Proposed Renewal of Share Buy-Back are set out in the Share Buy-Back Statement dated 6 August
2013 which is dispatched together with the Companys Annual Report 2013.
Special Resolution 1
The proposed Special Resolution 1 above on the Proposed Amendments to the Articles of Association of the Company is to
align the Articles of Association with the amended Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
annual report 2013
139
APPENDIX I
DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Article No. Existing Articles Proposed Revised Articles
Article 2
Denitions and
Interpretation
-
Exempt Authorised Nominee means an
authorised nominee, as defined under the
Central Depositories Act, which is exempted
from compliance with the provisions of Section
25A(1) of Central Depositories Act.
Article 87
Proxies of
authorized
nominees
Where a Member is an Authorised Nominee,
he may appoint at least one (1) proxy in
respect of each Securities Account he
holds with ordinary shares of the Company
standing to the credit of the said Securities
Account.
Where a Member of the Company is an
authorised nominee, as defined under the
Central Depositories Act, it may appoint at
least one (1) proxy but not more than two (2)
proxies in respect of each securities account
it holds which is credited with ordinary shares
of the Company. The appointment of two (2)
proxies in respect of any particular securities
account shall be invalid unless the authorised
nominee specifies the proportion of its
shareholding to be represented by each proxy.
Where a Member of the Company is an
Exempt Authorised Nominee which holds
ordinary shares in the Company for multiple
benecial owners in one securities account
(Omnibus Account), there is no limit to
the number of proxies which the Exempt
Authorised Nominee may appoint in respect
of each Omnibus Account it holds. The
appointment of two (2) or more proxies in
respect of any particular Omnibus Account
shall be invalid unless the Exempt Authorised
Nominee specifies the proportion of its
shareholding to be presented by each proxy.
Article 89 (1)
Qualication of
proxy
(New Article)
-
A Member of the Company entitled to attend
and vote at a meeting of the Company, or
at a meeting of any class of members of the
Company, shall be entitled to appoint any
person as his proxy to attend and vote instead
of the Member at the meeting. There shall
be no restriction as to the qualication of the
proxy. A proxy appointed to attend and vote at
a meeting of the company shall have the same
rights as the member to speak at the meeting.
annual report 2013
140
ANALYSIS OF
SHAREHOLDINGS
as at 12 July 2013
Authorized Share Capital : RM500,000,000.00
Issued and Fully Paid-Up Share Capital : RM107,816,989.60
Class of Shares : Ordinary Shares of RM0.20 Each
Voting Rights : One Vote Per Ordinary Share
No. of Shareholders : 6,572

DISTRIBUTION OF SHAREHOLDINGS AS AT 12 JULY 2013
Category
No. of
Shareholders
% of
Shareholders
No. of
Shares*
% of
Shares*
Less than 100 109 1.66 2,922 0.00
100 1,000 318 4.84 234,271 0.04
1,001 10,000 3551 54.03 21,371,093 3.97
10,001 100,000 2262 34.42 72,842,427 13.51
100,001 less than 5% of issued shares 328 4.99 276,777,589 51.34
5% and above of issued shares 4 0.06 167,856,646 31.14
Total 6,572 100.00 539,084,948 100.00
Note:
* Inclusive of 3,352,300 treasury shares retained by the Company.
LIST OF SUBSTANTIAL SHAREHOLDERS AS AT 12 JULY 2013
Direct Indirect
No. Names No. of Shares %* No. of Shares %*
1. CTL Capital Holding Sdn. Bhd. 107,196,480 20.01 - -
2. GL Management Agency Sdn. Bhd. 79,895,960 14.91 - -
3. Koperasi Permodalan Felda Malaysia Berhad 54,742,766 10.22 - -
5. Dato Chew Ting Leng - - 107,196,480 20.01
(a)
6. Datin Shum Kah Lin - - 107,196,480 20.01
(b)
7. Dato Goh Teoh Kean - - 79,895,960 14.91
(c)
8. Datin Lee Sock Kee - - 79,895,960 14.91
(d)
Notes:
* Excluding a total of 3,352,300 shares bought-back by the Company and retained as treasury shares
annual report 2013
141
ANALYSIS OF
SHAREHOLDINGS
as at 12 July 2013
contd
DIRECTORS INTERESTS IN SHARES AS AT 12 JULY 2013
Direct Indirect
No. Names No. of Shares %* No. of Shares %*
(a)
(c)
3. Tan Ang Ang 8,889,900 1.66 1,633,000 0.31
(e)
4. To Tai Wai 12,320,580 2.30 - -
5. Ng Lee Lee 7,134,623 1.33 123,240 0.02
(f)
6. Tan Sui Hin 470,000 0.09 - -
7. Datuk Faizoull Bin Ahmad - - - -
8. Tuan Haji Yusoff Bin Mohamed 3,000 0.00 - -
9. Loh Wei Tak 200,000 0.04 - -
Notes:
(a) Deemed interested by virtue of his and his spouse Datin Shum Kah Lins interest in CTL Capital Holding Sdn. Bhd. pursuant to
Section 6A of the Act
(b) Deemed interested by virtue of her and her spouse Dato Chew Ting Lengs interest in CTL Capital Holding Sdn. Bhd. pursuant
to Section 6A of the Act
(c) Deemed interested by virtue of his and his spouse Datin Lee Sock Kees interest in GL Management Agency Sdn. Bhd. pursuant
to Section 6A of the Act
(d) Deemed interested by virtue of her and her spouse Dato Goh Teoh Keans interest in GL Management Agency Sdn. Bhd.
pursuant to Section 6A of the Act
(e) Deemed interested by virtue of his spouse Madam Yong Yui Kiews direct shareholding in the Company pursuant to Section
134(12) of the Act
(f) Deemed interested by virtue of her spouse Mr Wong Chong Pengs direct shareholding in the Company pursuant to Section
134(12) of the Act
30 LARGEST SHAREHOLDERS AS AT 12 JULY 2013
No. Shareholders Shareholdings %*
1 KOPERASI PERMODALAN FELDA MALAYSIA BERHAD 54,742,766 10.22
2 CTL CAPITAL HOLDING SDN. BHD. 53,713,880 10.03
3 AMSEC NOMINEES (TEMPATAN) SDN. BHD.
PLEDGED SECURITIES ACCOUNT - AMBANK (M) BERHAD
FOR GL MANAGEMENT AGENCY SDN. BHD.
30,000,000 5.60
4 AIBB NOMINEES (TEMPATAN) SDN. BHD.
PLEDGED SECURITIES ACCOUNT FOR CTL CAPITAL HOLDING SDN. BHD.
29,400,000 5.49
5 GL MANAGEMENT AGENCY SDN. BHD. 26,774,200 5.00
6 GL MANAGEMENT AGENCY SDN. BHD. 23,121,760 4.32
FOR LEE LIANG MONG
21,073,500 3.93
8 ALLIANCEGROUP NOMINEES (TEMPATAN) SDN. BHD.
PLEDGED SECURITIES ACCOUNT FOR CTL CAPITAL HOLDING SDN. BHD.
16,600,000 3.10
9 HSBC NOMINEES (ASING) SDN. BHD.
EXEMPT AN FOR JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
14,626,900 2.73
annual report 2013
142
30 LARGEST SHAREHOLDERS AS AT 12 JULY 2013 contd
No. Shareholders Shareholdings %*
11 EB NOMINEES (TEMPATAN) SENDIRIAN BERHAD
PLEDGED SECURITIES ACCOUNT FOR TAN ANG ANG
6,272,300 1.17
PLEDGED SECURITIES ACCOUNT - AMBANK (M) BERHAD FOR NG LEE LEE
5,656,241 1.06
PLEDGED SECURITIES ACCOUNT - AMBANK (M) BERHAD FOR TO TAI WAI
5,000,000 0.93
14 TO TAI WAI 4,376,406 0.82
FOR LIM SOON BENG
4,258,950 0.79
16 AMANAHRAYA TRUSTEES BERHAD
PUBLIC ISLAMIC OPPORTUNITIES FUND
3,723,000 0.69
17 FREDDIE CHEW SUN GHEE 3,489,640 0.65
18 LEE LIANG MONG 3,394,100 0.63
19 MALACCA EQUITY NOMINEES (TEMPATAN) SDN. BHD.
EXEMPT AN FOR PHILLIP CAPITAL MANAGEMENT SDN. BHD.
3,150,560 0.59
20 MALACCA EQUITY NOMINEES (TEMPATAN) SDN. BHD.
EXEMPT AN FOR PHILLIP CAPITAL MANAGEMENT SDN. BHD.
3,018,600 0.56
21 TO TAI WAI 2,944,174 0.55
AMTRUSTEE BERHAD FOR PACIFIC PEARL FUND
2,738,000 0.51
23 SHUM BI SHIAN 2,728,842 0.51
24 TAN ANG ANG 2,617,600 0.49
25 CITIGROUP NOMINEES (TEMPATAN) SDN. BHD.
EMPLOYEES PROVIDENT FUND BOARD
2,536,800 0.47
26 CITIGROUP NOMINEES (ASING) SDN. BHD.
CIPLC FOR PHEIM SICAV-SIF
2,468,000 0.46
27 MAYBANK NOMINEES (TEMPATAN) SDN. BHD.
PLEDGED SECURITIES ACCOUNT FOR CHONG KHONG SHOONG
2,313,000 0.43
PLEDGED SECURITIES ACCOUNT FOR KONG CHIONG LEE
2,300,000 0.43
29 SHUM BI SHIAN 2,291,600 0.43
30 CITIGROUP NOMINEES (TEMPATAN) SDN. BHD.
PLEDGED SECURITIES ACCOUNT FOR LIM CHAI BENG
2,085,700 0.39
TOTAL 344,899,119 64.38

ANALYSIS OF
SHAREHOLDINGS
as at 12 July 2013
contd
annual report 2013
143
ANALYSIS OF
IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (ICULS) HOLDINGS
as at 12 July 2013
Issued Size : 731,840,800 nominal value of 2010/2017 ICULS
Conversion Price : RM0.60
Maturity Date of ICULS : 21/12/2017
No. of ICULS Holders : 979
DISTRIBUTION OF ICULS HOLDINGS
Size of Holdings
No. of
ICULS
Holders
% of
ICULS
Holders
No. of
ICULS
Holdings
% of
ICULS
Holdings
<100 0 0.00 0 0.00
100 1,000 40 4.08 17,902 0.01
1,001 10,000 315 32.18 2,134,416 0.79
10,001 100,000 500 51.07 17,149,300 6.35
100,001 - < 5% issued ICULS 120 12.26 84,027,500 31.09
5% and above of issued ICULS 4 0.41 166,893,782 61.76
979 100.00 270,222,900 100.00
DIRECTORS INTERESTS IN ICULS AS AT 12 JULY 2013
Direct Indirect
No. Names No. of ICULS % No. of ICULS %
(a)
(b)
3. Tan Ang Ang 600 0.00 - -
4. Ng Lee Lee - - 205,400 0.08
(c)
5. To Tai Wai 21,118,800 7.82 - -
6. Tan Sui Hin 150,000 0.06 - -
8. Tuan Haji Yusoff Bin Mohamed - - - -
9. Loh Wei Tak - - - -
Notes:
(a) Deemed interested by virtue of his interest in CTL Capital Holding Sdn. Bhd. pursuant to Section 6A of the Act
(b) Deemed interested by virtue of his interest in GL Management Agency Sdn. Bhd. pursuant to Section 6A of the Act
(c) Deemed interested by virtue of her spouse, Mr Wong Chong Pengs direct ICULS holding in the Company pursuant to Section
134(12) of the Act.
annual report 2013
144
ANALYSIS OF
IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (ICULS) HOLDINGS
as at 12 July 2013
contd
30 LARGEST ICULS HOLDERS AS AT 12 JULY 2013
No. ICULS Holders
ICULS
Holdings %
PLEDGED SECURITIES ACCOUNT - AMBANK (M) BERHAD FOR GL
MANAGEMENT AGENCY SDN. BHD.
32,381,300 11.98
21,118,800 7.82
4 LIM KHUAN ENG 17,929,700 6.64
5 MALAYSIA NOMINEES (TEMPATAN) SENDIRIAN BERHAD
GREAT EASTERN LIFE ASSURANCE (MALAYSIA) BERHAD
9,320,500 3.45
6,929,500 2.56
7 TEO YONG FONG 6,664,500 2.47
8 NG HO FATT 4,441,500 1.64
9 DB (MALAYSIA) NOMINEE (TEMPATAN) SENDIRIAN BERHAD
EXEMPT AN FOR KUMPULAN SENTIASA CEMERLANG SDN. BHD.
3,075,000 1.14
10 MARY TAN @ TAN HUI NGOH 2,084,600 0.77
2,075,000 0.77
12 ONN PING LAN 2,000,000 0.74
13 TAN YEIN KIM @ TAN ENG KIAN 1,700,000 0.63
PLEDGED SECURITIES ACCOUNT FOR TAN TAI SENG
1,571,800 0.58
15 ONG AH KIM 1,551,400 0.57
16 NG HO FATT 1,524,700 0.56
17 HOH SWEE CHEE 1,510,000 0.56
18 INTER-PACIFIC EQUITY NOMINEES (TEMPATAN) SENDIRIAN BERHAD
PLEDGED SECURITIES ACCOUNT FOR YO KOK KONG @ YUE KOK KONG
1,500,000 0.56
19 LUCKY STAR PTE. LTD. 1,500,000 0.56
20 ONG BEE LIAN 1,500,000 0.56
OVERSEAS ASSURANCE CORPORATION (MALAYSIA) BERHAD
1,479,900 0.55
LEE CHEE KONG
1,401,000 0.52
23 GEORGE LEE SANG KIAN 1,200,000 0.44
24 CITIGROUP NOMINEES (ASING) SDN. BHD.
EXEMPT AN FOR CITIBANK NA, SINGAPORE
1,200,000 0.44
25 LEE CHEE KONG 1,059,000 0.39
26 ONG KEK POH 1,000,000 0.37
27 TEH CHIA TECK 1,000,000 0.37
28 TAN KIM HIOK 1,000,000 0.37
29 TEO HONG KOK 955,000 0.35
30 GINA GAN 950,300 0.35
TOTAL 227,087,482 84.04
annual report 2013
145
ANALYSIS OF
WARRANT HOLDINGS
as at 12 July 2013
No. Warrants Issued : 74,819,440 Warrants 2010/2020
Exercise Price of Warrants : RM0.60
Expiry Date of Warrants : 21/12/2020
No. of Warrant Holders : 1,527
DISTRIBUTION OF WARRANT HOLDINGS
Size of Holdings
No. of
Warrant
Holders
% of
Warrant
Holders
No. of
Warrant
Holdings
% of
Warrant
Holdings
<100 148 9.69 5,182 0.01
100 1,000 294 19.25 192,751 0.26
1,001 10,000 623 40.80 2,934,280 3.92
10,001 100,000 391 25.61 14,921,099 19.94
100,001 - < 5% issued Warrants 69 4.52 26,581,190 35.53
5% and above of issued Warrants 2 0.13 30,184,528 40.34
1,527 100.00 74,819,030 100.00
DIRECTORS INTERESTS IN WARRANTS AS AT 12 JULY 2013

No. Names
Direct Indirect
No. of
Warrants %
No. of
Warrants %
(a)
(b)
3. Tan Ang Ang 1,347,240 1.80 213,000 0.28
(c)
4. To Tai Wai 2,111,880 2.82 - -
5. Ng Lee Lee 1,111,190 1.49 20,540 0.03
(d)
6. Tan Sui Hin 15,000 0.02 - -
8. Tuan Haji Yusoff Bin Mohamed - - - -
9. Loh Wei Tak - - - -
Notes:
(a) Deemed interested by virtue of his interest in CTL Capital Holding Sdn. Bhd. pursuant to Section 6A of the Act
(b) Deemed interested by virtue of his interest in GL Management Agency Sdn. Bhd. pursuant to Section 6A of the Act
(c) Deemed interested by virtue of his spouse Madam Yong Yui Kiews direct warrant holding in the Company pursuant to Section
134(12) of the Act
(d) Deemed interested by virtue of her spouse, Mr Wong Chong Pengs direct warrant holding in the Company pursuant to Section
134(12) of the Act.
annual report 2013
146
ANALYSIS OF
WARRANT HOLDINGS
as at 12 July 2013
contd
30 LARGEST WARRANT HOLDERS AS AT 12 JULY 2013
No. Warrant Holders Warrant Holdings %
PLEDGED SECURITIES ACCOUNT - AMBANK (M) BERHAD FOR
GL MANAGEMENT AGENCY SDN. BHD.
12,838,130 17.16
PLEDGED SECURITIES ACCOUNT - AMBANK (M) BERHAD FOR LEE LIANG MONG
3,652,750 4.88
2,111,880 2.82
5 ALLIANCEGROUP NOMINEES (TEMPATAN) SDN. BHD.
PLEDGED SECURITIES ACCOUNT - AMBANK (M) BERHAD FOR MOHAN A/L
PERUMAL
1,800,000 2.41
PLEDGED SECURITIES ACCOUNT - AMBANK (M) BERHAD FOR NG LEE LEE
1,111,190 1.49
7 CIMSEC NOMINEES (TEMPATAN) SDN. BHD.
CIMB BANK FOR LIAW HEN KYUN @ ALEX LIAW
1,050,000 1.40
8 GEORGE LEE SANG KIAN 885,360 1.18
9 SHER KHAN BIN KHAN MOHAMAD 870,000 1.16
PLEDGED SECURITIES ACCOUNT FOR TAN ANG ANG
836,240 1.12
11 EE LI CHEN 723,200 0.97
12 AFFIN NOMINEES (TEMPATAN) SDN. BHD.
PLEDGED SECURITIES ACCOUNT FOR OOI YING NEE
550,000 0.74
13 WILLIE LAU CHIENG 547,100 0.73
14 CHUA SUI KENG 531,500 0.71
15 TAN ANG ANG 511,000 0.68
16 SJ SEC NOMINEES (TEMPATAN) SDN. BHD.
PLEDGED SECURITIES ACCOUNT FOR TAN WEE KEONG
489,400 0.65
17 CHOO WAI HUNG 470,000 0.63
18 SJ SEC NOMINEES (TEMPATAN) SDN. BHD.
PLEDGED SECURITIES ACCOUNT FOR LAI WAI MING
406,200 0.54
19 TEOH SENG HOCK 350,000 0.47
20 SHER KHAN BIN KHAN MOHAMAD 302,000 0.40
PLEDGED SECURITIES ACCOUNT FOR MOHAN A/L PERUMAL
300,000 0.40
22 CIMSEC NOMINEES (TEMPATAN) SDN. BHD.
PLEDGED SECURITIES ACCOUNT FOR LAI WAI MING
300,000 0.40
PLEDGED SECURITIES ACCOUNT FOR KONG CHIONG LEE
300,000 0.40
24 MERCSEC NOMINEES (TEMPATAN) SDN. BHD.
PLEDGED SECURITIES ACCOUNT FOR TNTT REALTY SDN. BHD.
298,000 0.40
25 SHUM BI SHIAN 291,800 0.39
26 ONG SOO THIAH 289,600 0.39
27 SUA HING KAM 250,000 0.33
28 SMB RESOURCES SDN. BHD. 250,000 0.33
29 AFFIN NOMINEES (TEMPATAN) SDN. BHD.
PLEDGED SECURITIES ACCOUNT FOR CHEAH YAW TONG
250,000 0.33
PLEDGED SECURITIES ACCOUNT FOR YAP TEK LEONG
230,000 0.31
TOTAL 50,141,748 67.00
PROXY FORM
(Before completing this form please refer to the notes below)
I/We I/C No./Co. No./CDS A/C No.
(Full name in Capital Letters)
of
(Full address)
being a member/members of PANTECH GROUP HOLDINGS BERHAD, hereby appoint the following person(s):-
Name of proxy, NRIC No. & Address No. of shares to be represented
1.
2.
or failing him/her, the Chairman of the Meeting as my/our proxy to attend and vote for me/us on my/our behalf at the
Seventh Annual General Meeting (AGM) of the Company to be held at Bahamas 2 & 3, Level 12, Sunway Resort Hotel &
Spa, Persiaran Lagoon, Bandar Sunway, 46150 Petaling Jaya, Selangor on Thursday, 29 August 2013 at 10.00 a.m. My/
our proxy/proxies is to vote as indicated below:-
FIRST PROXY SECOND PROXY
FOR AGAINST FOR AGAINST
ORDINARY RESOLUTION
1. To approve the payment of Final Single Tier Dividend of 1.20 sen
per ordinary share of RM0.20 each for the nancial year ended 28
February 2013.
2. To approve the increase and payment of Directors fees from
RM150,000 to RM168,000 for the financial year ending 28
February 2014.
3. To re-elect Dato Chew Ting Leng who retires pursuant to Article
122.
4. To re-elect Mr To Tai Wai who retires pursuant to Article 122.
5. To re-elect Ms Ng Lee Lee who retires pursuant to Article 127.
6. To re-elect Datuk Faizoull Bin Ahmad who retires pursuant to
Article 127.
7. To re-appoint Messrs SJ Grant Thornton as Auditors and to
authorise the Directors to x their remuneration.
SPECIAL BUSINESS
8. Authority to issue shares by the Company pursuant to Section
132D of the Companies Act, 1965.
9. Proposed Renewal of Share Buy-Back.
SPECIAL RESOLUTION
1. Proposed Amendments of Articles of Association
(Please indicate with a or X in the space provided how you wish your vote to be cast. If no instruction as to voting is
given, the proxy will vote or abstain from voting at his/her discretion). The rst named proxy shall be entitled to vote on a
show of hands on my/our behalf.
Signature of Shareholder(s)/Common Seal Signed this day of 2013
Notes:
1. For the purpose of determining a member who shall be entitled to attend, speak and vote at the AGM, the Company shall be
requesting the Record of Depositors as at 23 August 2013. Only a depositor whose name appears on the Record of Depositors as at
23 August 2013 shall be entitled to attend the said meeting or appoint proxies to attend, speak and vote on his/her behalf.
2. A member entitled to attend and vote at the Meeting is entitled to appoint up to two (2) proxies attend and vote in his/her stead
provided that he/she species the proportion of his/her shareholding to be represented by each proxy. A proxy may but need not be a
member of the Company. The provisions of Section 149(1)(a) & (b) of the Companies Act, 1965 shall not apply.
3. Where a member is an authorised nominee as dened under the Securities Industry (Central Depositories) Act, 1991, it may appoint at
least one (1) proxy in respect of each Securities account it holds with ordinary shares of the Company standing to the credit of the said
securities account.
4. Where a member is an exempt authorised nominee, it may appoint multiple proxies for each omnibus account it holds.
5. The 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 the Corporations Common Seal or under the hand of an ofcer or attorney so authorised.
6. The Proxy Form must be deposited at the Registered Ofce of the Company at Level 15-2, Bangunan Faber Imperial Court, Jalan
Sultan Ismail, 50250 Kuala Lumpur not less than forty-eight (48) hours before the time set for holding the meeting or any adjournment
thereof.
No. of ordinary shares held
AFFIX
STAMP
1st Fold Here
Fold This Flap For Sealing
Then Fold Here
THE SECRETARY
PANTECH GROUP HOLDINGS BERHAD (733607-W)
Jalan Sultan Ismail
50250 Kuala Lumpur

Pantech Group Holdings Berhad Annual Report 2013

Transféré par

Informations du document

Copyright

Formats disponibles

Partager ce document

Partager ou intégrer le document

Options de partage

Avez-vous trouvé ce document utile ?

Ce contenu est-il inapproprié ?

Droits d'auteur :

Formats disponibles

Pantech Group Holdings Berhad Annual Report 2013

Transféré par

Droits d'auteur :

Formats disponibles

Pantech Group Holdings Berhad (733607-W)

annual report 2013

Geran 95058, 95059 and

HS(D) 501116, PTD

PTD 71061, HS(D)

Part of Plot 157, Plot 158,

Geran 252790, Lot 75931,

Pantech Group Holdings Berhad (733607-W)

Vous aimerez peut-être aussi