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ANNUAL REPORT 2014

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

CONTENTS

Page
Corporate Information

Notice Of 22nd Annual General Meeting

Profile Of Directors

Chairmans Statement

Audit Committee Report

10

Additional Compliance Information

14

Statement Of Corporate Governance

15

Statement On Risk Management And Internal Control

24

Directors Report

25

Statement By Directors

30

Statutory Declaration

31

Independent Auditors Report

32

Statements Of Financial Position

34

Statements Of Profit Or Loss

35

Statements Of Profit Or Loss And Other Comprehensive Income

36

Consolidated Statement Of Changes In Equity

37

Statements Of Cash Flows

39

Notes To The Financial Statements

41

List Of Properties

83

Analysis Of Shareholdings

84

Proxy Form

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

CORPORATE INFORMATION

BOARD OF DIRECTORS
Mr Lai Poh Fye
Mr Tan Siew Kim
Mr Kuan Hai Ngon
Mdm Tan Sui Moi
Datuk Tan Boon Leng
Mdm Tan Seok Kim
Mr Tan Sew Kee
Mr Yoong How Kiat
Mr Lim Kai Siang

Chairman, Independent Non- Executive Director


Managing Director
Executive Director
Executive Director
Executive Director
Executive Director
Non Independent Non-Executive Director
Senior Independent Non-Executive Director
Independent Non-Executive Director

AUDIT COMMITTEE
Mr Lim Kai Siang
- Chairman
Mr Lai Poh Fye
- Member
Mr Yoong How Kiat
- Member

SECRETARIES
Mr Lee Wee Hee (MAICSA 0773340)
Ms Pow Juliet (MAICSA 7020821)

NOMINATION COMMITTEE
Mr Yoong How Kiat
- Chairman
Mr Lim Kai Siang
- Member
Mr Lai Poh Fye
- Member

REGISTERED OFFICE
Suite 5.11 & 5.12, 5th Floor, Menara TJB,
No.9, Jalan Syed Mohd. Mufti,
80000 Johor Bahru, Johor .
Tel: 07-224 2823
Fax: 07-223 0229

AUDITORS
KPMG (AF 0758)
Level 14, Menara Ansar,
65, Jalan Trus,
80000 Johor Bahru, Johor

PRINCIPAL PLACE OF BUSINESS


PLO 97,98 & 99, Jalan Cyber 5,
Senai Industrial Estate III,
81400 Senai, Johor.

SHARE REGISTRAR
ShareWorks Sdn. Bhd. (229948-U)
No. 2-1, Jalan Sri Hartamas 8
Sri Hartamas, 50480 Kuala Lumpur
Tel: 03-6201 1120
Fax: 03-6201 3121

PRINCIPAL BANKERS
CIMB Bank Berhad
United Overseas Bank (Malaysia) Bhd.

WEB-SITE
www.centurybond.com

STOCK EXCHANGE LISTING


Main Market
of Bursa Malaysia Securities Berhad

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTICE OF 22ND ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 22nd Annual General Meeting of Century Bond Bhd. will be held at
the Orchid Room, Level 6, Berjaya Waterfront Hotel Johor Bahru, 88 Jalan Ibrahim Sultan, Stulang Laut, 80300
Johor Bahru, Johor Darul Takzim on Friday, the 26th day of September, 2014 at 11.00 am for the following purposes:
AGENDA
AS ORDINARY BUSINESS
1.

To receive the Audited Financial Statements for the year ended 31 March 2014
together with the Reports of the Directors and Auditors thereon.

Resolution 1

2.

To approve the payment of a Final Single Tier Dividend of 2.0 sen per share in respect
of the financial year ended 31 March 2014.

Resolution 2

3.

To re-elect the following Directors retiring by rotation pursuant to Article 117 of the
Company's Articles of Association:i) Mr Lim Kai Siang
ii) Madam Tan Sui Moi
iii) Madam Tan Seok Kim

4.

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

Resolution 3
Resolution 4
Resolution 5
Resolution 6

AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions:-

5.

6.

7.

8.

ORDINARY RESOLUTION
To approve the payment of a sum totalling RM126,000 as Directors' fees for the
financial year ended 31 March 2014.
ORDINARY RESOLUTION
PROPOSED RETENTION OF INDEPENDENT DIRECTOR
"THAT Mr Lai Poh Fye be retained and remain as an Independent Director of the
Company in accordance with the Malaysian Code of Corporate Governance 2012."
ORDINARY RESOLUTION
THAT pursuant to Section 129(6) of the Companies Act, 1965, Mr Tan Sew Kee
who is over the age of 70 years and retires pursuant to Section 129(2) of the
Companies Act, 1965 be and is hereby re-appointed as a Director of the Company
to hold office until the next annual general meeting of the Company.
To transact any other business for which due notice shall have been given in
accordance with the Company's Articles of Association and/or the Companies Act,
1965.

BY ORDER OF THE BOARD


LEE WEE HEE (MAICSA 0773340)
POW JULIET (MAICSA 7020821)
Secretaries
Date : 4 September 2014

Resolution 7

Resolution 8

Resolution 9

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTICE OF 22ND ANNUAL GENERAL MEETING

NOTES :
(i) A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend
and vote instead of him. A proxy may but need not be a member of the Company and need not be an
advocate, an approved company auditor or a person approved by the Registrar of Companies. Notwithstanding
this, a member entitled to attend and vote at the Meeting is entitled to appoint any person as his proxy to
attend and vote instead of him at the Meeting. There shall be no restriction as to the qualification of the
proxy. A proxy appointed to attend and vote at the Meeting shall have the same rights as the member to
speak at the Meeting.
(ii)

A member shall be entitled to appoint up to two (2) proxies only to attend and vote at the same meeting
and where a member appoints more than one proxy, the appointments shall be invalid unless he specifies
the proportions of his holding to be represented by each proxy.

(iii) Where a member is an Authorised Nominee as defined under the Securities Industry (Central Depositories)
Act 1991, 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 exempt authorised nominee which holds ordinary shares in the Company for multiple
beneficial owners in one securities account (omnibus account) there is no limit to the number of proxies
which the exempt authorised nominee may appoint in respect of each omnibus account it holds.
(iv) The instrument appointing a proxy shall be in writing in the common form or any form approved by the
Directors under the hand of the appointor or his attorney duly authorised in writing.
(v)

The instrument appointing a proxy, together with the power of attorney (if any) under which it is signed
or a certified copy thereof, shall be deposited at the Registered Office of the Company situated at Suite
5.11 & 5.12, 5th Floor, Menara TJB, No. 9, Jalan Syed Mohd. Mufti, 80000 Johor Bahru, Johor at least
forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which
the person named in such instrument proposes to vote.

(vi) In respect of deposited securities, only members whose names appear on the Record of Depositors on 19
September 2014, shall be eligible to attend the meeting or appoint proxy(ies) to attend and/or vote on his behalf.
Explanatory Notes on Special Business
(vii) Directors' Fees
The Proposed Ordinary Resolution 7, if passed, will authorise the payment of Directors' fees pursuant to
Article 111 of the Articles of Association.
(viii) Proposed Retention of Independent Director
The proposed Ordinary Resolution 8, if passed, will allow Mr Lai Poh Fye to be retained and continue
acting as an Independent Director to fullfil the requirements of Paragraph 3.04 of Bursa Malaysia's Main
Market Listing Requirements and in line with the recommendation No 3.2 of the Malaysian Code of
Corporate Governance 2012. The full details of the Board's justification and recommendations for the
retention of Mr Lai Poh Fye as an Independent Director is set out in Section 3 of the Board's Corporate
Governance Statement in the 2014 Annual Report on Page 20.
(ix) Re-appointment of Director
The Proposed Ordinary Resolution 9, will result in the re-appointment of Mr Tan Sew Kee, a Director
who is over the age of 70 years to hold office until the next annual general meeting of the Company.
Pursuant to Section 129(6) of the Companies, Act, 1965, the resolution to re-appoint Mr Tan Sew Kee
requires a majority of not less than three fourth of such members of the Company as being entitled so
to do vote in person or by proxy.

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

PROFILE OF DIRECTORS

MR LAI POH FYE, a Malaysian, aged 66, is the Chairman of Century Bond Bhd. ("CBB"). He was
appointed as director of the Company on 29 August 2003. He was elected and assumed the position of
Chairman of the Board on 29 November 2012. He is also a member of the Boards Audit Committee and
Nomination Committee.
He is a Barrister-at-law (England) of The Honourable Society of Lincoln's Inn and was called to the Malaysian
Bar on 28 August 1973. He is currently the senior partner of Messrs Jackson & Masacorale. Mr Lai does not
hold any other directorship in any other public companies.
He attended four out of five Board Meetings held during the financial year ended 31 March 2014. Save as
disclosed under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, he
does not have any conflict of interest with CBB. He has no family relationship with any of the directors and/or
major shareholders of CBB. He has no convictions for offences within the past 10 years. He does not hold any
shares of the Company.

MR TAN SIEW KIM, a Malaysian, aged 64, is the Managing Director of the CBB group. He was appointed
as director of the Company on 1 June 2000.
He has vast business and technical hands-on experience in the paper packaging industry garnered over the past
41 years in the industry. Mr Tan does not hold any other directorship in any other public companies.
He attended all the five Board Meetings held during the financial year ended 31 March 2014. Save as disclosed
under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, he does not
have any conflict of interest with CBB. He is the brother of Mr Tan Sew Kee and Mdm Tan Sui Moi, both of
whom are directors and major shareholders of the Company. Mdm Tan Seok Kim and Datuk Tan Boon Leng,
the directors and major shareholders of the Company are the niece and nephew of Mr Tan Siew Kim. He has
no convictions for offences within the past 10 years. He directly holds 2,619,900 ordinary shares of RM0.50
each in the Company. He is also deemed interested in 60,660,700 ordinary shares of RM0.50 each in the
Company through C B Equities Sdn. Bhd. by virtue of Section 6A of the Companies Act, 1965.

DATUK TAN BOON LENG, a Malaysian, aged 49, is the Executive Director of the Company. He was
appointed as director of the Company on 29 March 1996.
He has over 31 years of business experience and contributed to the growth and expansion of the business of the
Group and its subsidiaries especially in the areas of sales and marketing of the Groups products. He is also an
Independent Non Executive Director and member of the Audit Committee and Remuneration Committee of
N2N Connect Berhad, a company listed on the Ace Market of Bursa Malaysia Securities Berhad.
He attended four out of five Board Meetings held during the financial year ended 31 March 2014. Save as
disclosed under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, he
does not have any conflict of interest with CBB. He is the brother of Mdm Tan Seok Kim and the son of Mr
Tan Sew Kee, the directors and major shareholders of the Company. He is also the nephew of Mr Tan Siew
Kim and Mdm Tan Sui Moi, both directors and major shareholders of the Company. He has no convictions for
offences within the past 10 years. He directly holds 50,000 ordinary shares of RM0.50 each in the Company.
He is deemed interested in 60,660,700 ordinary shares of RM0.50 each in the Company through C B Equities
Sdn. Bhd. by virtue of Section 6A of the Companies Act, 1965.

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

PROFILE OF DIRECTORS

MDM TAN SUI MOI, a Malaysian, aged 66, is the Executive Director of CBB. She was appointed as director
of the Company on 29 March 1996.
She has over 40 years of business and working experience and contributed to the growth and expansion of the
business of the Group and its subsidiaries. Her current responsibilities include overall responsibility for the
Groups financial and administrative management. Mdm Tan does not hold any other directorship in any other
public companies.
She attended all the five Board Meetings held during the financial year ended 31 March 2014. Save as
disclosed under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, she
does not have any conflict of interest with CBB. She is the sister of Mr Tan Sew Kee and Mr Tan Siew Kim,
both the directors and major shareholders of the Company. Mdm Tan Seok Kim and Datuk Tan Boon Leng,
both directors and major shareholders of the Company are the niece and nephew of Mdm Tan Sui Moi. She has
no convictions for offences within the past 10 years. She directly holds 1,639,000 ordinary shares of RM0.50
each in the Company. She is also deemed interested in 60,660,700 ordinary shares of RM0.50 each in the
Company through C B Equities Sdn. Bhd. by virtue of Section 6A of the Companies Act, 1965.

MDM TAN SEOK KIM, a Malaysian, aged 50, is the Executive Director of CBB. She was appointed as
director of the Company on 29 March 1996.
She graduated with a Degree in Business Administration (major in finance) from University of Central
Arkansas in the United States of America in 1987. She has over 27 years of experience in the field of sales and
marketing and has contributed to the growth and expansion of the business of the Group and its subsidiaries
especially the Groups household care products and adhesive products division. She does not hold any other
directorship in any other public companies.
She attended all the five Board Meetings held during the financial year ended 31 March 2014. Save as
disclosed under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, she
does not have any conflict of interest with CBB. She is the sister of Datuk Tan Boon Leng and the daughter of
Mr Tan Sew Kee, the directors and major shareholders of the Company. She is also the niece of Mr Tan Siew
Kim and Mdm Tan Sui Moi, both directors and major shareholders of the Company. She has no convictions for
offences within the past 10 years. She directly holds 349,500 ordinary shares of RM0.50 each in the Company.
She is also deemed interested in 60,660,700 ordinary shares of RM0.50 each in the Company through C B
Equities Sdn. Bhd. by virtue of Section 6A of the Companies Act, 1965.

MR KUAN HAI NGON, a Malaysian, aged 62, is the Executive Director of CBB. He was appointed as
director of the Company on 29 March 1996.
He has over 42 years of hands-on business and technical experience in the packaging industry and contributed
to the growth and expansion of the business of the Group and its subsidiaries. His main responsibilities in the
Group involves the effective functioning and operation of the procurement and production processes. Mr Kuan
does not hold any other directorship in any other public companies.
He attended all the five Board Meetings held during the financial year ended 31 March 2014. Save as disclosed
under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, he does not
have any conflict of interest with CBB. He has no family relationship with any of the directors and/or major
shareholders of CBB. He has no convictions for offences within the past 10 years. He is deemed interested in
60,660,700 ordinary shares of RM0.50 each in the Company through C B Equities Sdn. Bhd. by virtue of Section
6A of the Companies Act, 1965 and also deemed interested in 332,800 ordinary shares of RM0.50 each in the
Company held by his spouse Mdm Chai Choo Hiang pursuant to Section 134(12)(b) of Companies Act, 1965.

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

PROFILE OF DIRECTORS

MR TAN SEW KEE, a Malaysian, aged 76, is the Non Executive Director of CBB. He was appointed as
director of the Company on 29 August 2003.
He started his career in Tebrau Finance Sdn. Bhd. in 1970 and was there for a period of 25 years before he left
as a managing director. In 1983, he joined Polypulp Paper Industries Bhd as Director and he was with Polypulp
for a period of 12 years before he retired. He does not hold any other directorship in any other public
companies.
He attended all the five Board Meetings held during the financial year ended 31 March 2014. Save as disclosed
under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, he does not
have any conflict of interest with CBB. He is the brother of Mr Tan Siew Kim and Mdm Tan Sui Moi, both
directors and major shareholders of the Company. Mdm Tan Seok Kim and Datuk Tan Boon Leng, directors
and major shareholders of the Company are the daughter and son respectively of Mr Tan Sew Kee. He has no
convictions for offences within the past 10 years. He directly holds 8,043,066 ordinary shares of RM0.50 each
in the Company.
MR LIM KAI SIANG, a Malaysian, aged 53, is the Independent Non Executive Director of CBB. He was
appointed as director of the Company on 11 November 2010 and was appointed as Chairman of the Audit
Committee on 29 November 2012. He is also a member of the Boards Nomination Committee.
He graduated from the University of Malaya with a Bachelor of Accounting (Honours) degree in 1986. He is
a Chartered Accountant of the Malaysian Institute of Accountants and a Fellow Member of the Chartered Tax
Institute of Malaysia.
He has over 27 years of experience in auditing and business consultancy. He set up his own practice of Lim
Kai Siang & Co. (AF 1034) in 1996 providing statutory audit, tax compliance and related services for
companies engaged in trading, manufacturing, servicing and other industries. The firm also provides
professional services such as due diligence review for corporate takeover exercise and acted as reporting
accountants for listing exercise. The firm was appointed as external auditors to a company listed in the ACE
Market of the Bursa Malaysia for the financial years 2004 to 2009. He does not hold any other directorship in
any other public listed companies.
He attended all the five Board Meetings held during the financial year ended 31 March 2014. Save as disclosed
under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, he does not
have any conflict of interest with CBB. He has no family relationship with any of the directors and/or major
shareholders of CBB. He has no convictions for offences within the past 10 years. He does not hold any shares
of the Company.
MR YOONG HOW KIAT, a Malaysian, aged 48, is the Independent Non Executive Director of CBB. He was
appointed as director of the Company on 17 November 2011. He is a member of the Audit Committee of the
Company and identified as the Senior Independent Non Executive Director of CBB on 29 November 2012. He
is the Chairman of the Boards Nomination Committee.
He is a Barrister-at-law from Middle Temple and is currently the partner of Messrs H.K. Yoong. Mr Yoong
does not hold any other directorship in any other public companies.
He has over 20 years of legal practice since 1992. Areas of practice include civil and criminal litigation,
arbitration, labour and industrial dispute, conveyancing, corporate and commercial works and intellectual
property.
He attended all the five Board Meetings held during the financial year ended 31 March 2014. Save as disclosed
under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, he does not
have any conflict of interest with CBB. He has no family relationship with any of the directors and/or major
shareholders of CBB. He has no convictions for offences within the past 10 years. He does not hold any shares
of the Company.

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

CHAIRMAN'S STATEMENT

Dear Shareholders,
On behalf of the Board of Directors of Century Bond Bhd., I am pleased to present the Annual Report and
Audited Financial Statements for the financial year ended 31 March 2014.

PERFORMANCE & FINANCIAL REVIEW


During the financial year under review the Century Bond Bhd. Groups performance was affected by various
challenges. The uncertainties and uneven recovery in the global and domestic economy affected sentiment.
Intense competition, higher raw material costs and over capacity plagued the packaging industry.
Against this backdrop, the Group recorded a total revenue of RM170.080 million for the financial year ended
2014 which represents a marginal decrease of 8.97% compared to RM186.841 million recorded in financial
year ended 2013.
Groups profit after tax for the financial year ended 31 March 2014 was RM18.448 million compared to
RM20.557 million in the preceding year.
The Groups earning per share decreased from 15.96 sen for financial year ended 2013 to 14.35 sen for the
financial year ended 2014.
On a segmental basis the revenue from the paper packaging division decreased from RM157.906 million to
RM144.194 million due to lower sales volume achieved. Revenue for plastic packaging division decreased
from RM15.170 million to RM14.697 million due to lower sales volume. Revenue for the contract
manufacturing and packaging division decreased from RM 10.455 million to RM8.724 million due to lower
sales volume.
The Groups net asset per share has improved from RM1.26 for financial year ended 2013 to RM1.37 for
financial year ended 2014.

CORPORATE SOCIAL RESPONSIBILITY STATEMENT


Century Bond Bhd., as a responsible corporate entity is mindful of the need to ensure that it conducts itself and
its business practices based on ethical values and respect for the community, employees, the environment,
shareholders and other stakeholders.
The Group recognizes the importance of contributing towards environmental conservation and sustainability
in our operations and continued to initiate improvements in its operations to mitigate and minimize any adverse
impact towards environmental conservation.
The Group continues to explore ways in which to achieve the efficient usage of resources and materials to
reduce wastage, identify creative ways to re-use and recycle and promote opportunities for recycling.
The Groups human resources policies and practices especially occupational safety and health issues were
continuously stressed upon to ensure that the well being of the Groups employees are adequately addressed.
The Groups policies ensure that fair employment opportunities, in-house skills enhancements and training are
provided for career growth opportunities within the Group.

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

CHAIRMAN'S STATEMENT

Century Bond Bhd. will continue to conduct and enhance its business practices in an open and transparent
manner based on good ethical and moral values with due consideration and respect to the community,
employees, the environment, shareholders and other stakeholders.
The Board has also taken cognizance of the Sustainability Programme for Corporate Malaysia launched by
YAB Prime Minister on 23 November 2010 and the issuance by Bursa Malaysia Securities Berhad, of the
Guide For Directors on Powering Business Sustainability.
The Board will endeavour to take appropriate steps and implement measures to enhance awareness of
sustainability and embed sustainability practices within the Group.

DIVIDEND
Century Bond Bhd.s dividend payout policy is structured to provide investors with reasonable dividend
payouts, bearing in mind the funding requirements of the Groups business needs and capital growth. The
Board is pleased to recommend for your approval a second and final single tier dividend of 2.0 sen per ordinary
share in respect of the financial year ended 31 March 2014 at the forthcoming 2014 Annual General Meeting.

PROSPECTS
The Groups core attention and focus will be maintained in the paper packaging division which is the key
driver of growth. While other avenues and opportunities will continue to be explored and identified, the Group
is mindful that in the prevailing market conditions, caution will be exercised.
The Groups business for the next financial year will remain difficult and challenging. Local business
confidence and sentiment continue to remain weak and uncertain, affected by local events. Going forward, the
Group will closely monitor and take appropriate measures to insulate and adapt to the ever changing operating
conditions.
The Group will maintain its competitive edge in so far as the economic situation permits.

APPRECIATION
On behalf of the Board, I would like to express our utmost appreciation to the management and staff for their
dedication, commitment and untiring contributions, and to our bankers, business partners, advisers, suppliers,
distributors, customers and consumers for their continued support and loyalty to the Company. Our
appreciation also goes out to the relevant regulatory authorities, the various government agencies and local
authorities. I also wish to put on record my sincere gratitude to my fellow Directors for their counsel and
support.
I would also like to express the Boards appreciation to Mr Ho Saw Leong, who resigned as a Non-Independent
Non-Executive Director of the Company on 29 May 2014.
Lastly on behalf of the Group, our thanks and appreciation goes out to all our shareholders for their continued
support and confidence in us.

Lai Poh Fye


Chairman

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

AUDIT COMMITTEE REPORT

COMPOSITION AND MEETINGS


The Audit Committee of Century Bond Bhd. comprises of the following Directors:
Mr Lim Kai Siang (Independent Non-Executive Director)
Mr Lai Poh Fye (Independent Non-Executive Director)
Mr Yoong How Kiat (Independent Non-Executive Director)

- Chairman
- Member
- Member

The Audit Committee held five meetings during the financial year ended 31March 2014 and the details of the
attendance of the Audit Committee members are as follows:
Member of Audit Committee

Attendance

Mr Lim Kai Siang

5/5

Mr Lai Poh Fye

4/5

Mr Yoong How Kiat

5/5

TERMS OF REFERENCE
I. COMPOSITION
1.

The Audit Committee shall be appointed by the Board of Directors and shall be comprised of a
minimum of three (3) Directors subject to a maximum of five (5) Directors or such number as may be
determined by the Board of Directors from time to time.

2.

All the Audit Committee members must be Non-Executive Directors, with a majority of them being
Independent Directors as defined in Bursa Malaysia Securities Berhad Listing Requirements.

3.

The members of the Audit Committee shall elect a Chairman from among themselves who shall be an
Independent Director; and

4.

At least one (1) member of the Audit Committee:


i) must be a member of the Malaysian Institute of Accountants (MIA), or
ii) if he is not a member of the MIA, he must have at least 3 years working experience and:
(a) he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants
Act, 1967; or
(b) he must be a member of one of the associations of accountants specified in Part II of the 1st
Schedule of the Accountants Act, 1967.
iii) fulfills such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad.

5.

No Alternate Director shall be appointed as a member of the Audit Committee.

II. POLICY
It is the policy of CBB to establish an Audit Committee to provide assistance to the Board in relation to
fulfillment of the Boards statutory as well as fiduciary responsibilities and ensure that the internal and
external audit functions of the CBB Group are being carried out adequately and effectively.

10

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

AUDIT COMMITTEE REPORT

III. FUNCTIONS
The Audit Committee shall review, report and make recommendations to the Board on the following matters:
1.

The appointment of the external auditors, the audit fee and any questions of re-appointment, resignation
or dismissal and in particular to assess the suitability and independence of the external auditors on an
annual basis.

2.

To discuss with the external auditors before the audit commences, the nature and scope of the audit.

3.

To review with the external auditors;


the audit plan and the audit reports;
his evaluation of the system of internal controls;
his audit report;
his management letter and managements response;
the assistance given by the Company's employees to the external auditors;
to discuss problems and reservations arising from the interim and final audit, and any matter the
auditors may wish to discuss (in the absence of management where necessary).

4.

To review:
the Statement of Financial Position, Statement of Profit or Loss and Statement of Profit or Loss
and Other Comprehensive Income of the Company and the consolidated Statement of Financial
Position, Statement of Profit or Loss and Statement of Profit or Loss and Other Comprehensive
Income of the Group and thereafter to submit them to the Directors of the Company;
the quarterly and year-end financial statements of the Company and Group prior to the approval
of the Board of Directors, focusing particularly on:
i) changes in or implementation of major accounting policies and practices
ii) significant adjustments arising from the audit;
iii) the going concern assumption;
iv) compliance with accountings standards and other legal requirements.
Any related party transaction and conflict of interest situation that may arise within the Company
or Group including any transaction, procedure or course of conduct that raises questions of
management integrity.

5.

Establishment of an internal audit function which is independent of the activities it audits and in
relation thereto:
ensure that the internal audit function reports directly to the Audit Committee;
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 works;
review the internal audit programme, the results of the internal audit programme, processes or
investigation undertaken and whether or not appropriate action is taken on the recommendations
of the internal audit function;
review any appraisal or assessment of the performance of members of the internal audit function;
approve any appointment or termination of senior staff members of the internal audit function;
inform itself of changes in personnel of the internal audit staff members and make available the
opportunity for resigning staff members to submit his reasons for resigning.
Conduct regular reviews and appraisals of the effectiveness of the governance, risk management
and internal control processes within the company.

11

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

AUDIT COMMITTEE REPORT

6.

To propose best practices on disclosure in financial results and annual reports of the Company in line
with the principles and spirit set out in the Malaysian Code of Corporate Governance, other applicable
laws, rules, directives and guidelines.

IV. AUTHORITY
The Audit Committee is authorised by the Board to:
1. investigate any matter or activity within its terms of reference;
2. have the resources which are required to perform its duties;
3. have full and unrestricted access to any information pertaining to the Company and Group;
4. have direct communication channels with the external auditors and person(s) carrying out the internal
audit function or activity (if any);
5. obtain independent professional or other advice when needed and to secure the attendance of third
parties with relevant experience and expertise if it considers this necessary; and
6. convene meetings with the external auditors, the internal auditors or both, excluding the attendance
of the other directors and employees of the Company, whenever deemed necessary.

V. PROCEDURE OF AUDIT COMMITTEE


The Audit Committee regulates its own procedures which include:
1. the calling of meetings which includes provision for the Audit Committee to meet with the external
auditors at least twice a year and if deemed necessary without the presence of any executive Board
member;
2. the notice to be given of such meetings;
3. the voting and proceedings of such meetings;
4. the keeping of minutes; and
5. the custody, protection and inspection of such minutes.

VI. INTERNAL AUDIT FUNCTION


The Audit Committee, on behalf of the Board, assumes the responsibility to review and monitor the
effectiveness as well as the adequacy of the Groups internal control system. The Group has outsourced the
internal audit function to external consultants, which reports to the Audit Committee and assists the Board
of Directors in monitoring and managing risk and internal controls.
An Internal Audit Plan is presented and approved by the Audit Committee on an annual basis to ensure
that the internal audit direction is in line with the Audit Committees expectations. The scope of the
Internal Audit function covers all the significant companies and business units in the Group. Internal audit
reports, which outline the audit issues, control weaknesses, recommendations and managements action
plan to improve the system of internal control, are issued to the Audit Committee for consideration. The
Audit Committee then reports to the Board significant issues that require the Boards attention.
The total cost incurred for the internal audit function of the Group for the financial year ended 31 March
2014 was RM33,221.

12

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

AUDIT COMMITTEE REPORT

SUMMARY OF THE ACTIVITIES OF THE AUDIT COMMITTEE


The activities of the Audit Committee during the financial year ended 31 March 2014 included the following:
1.

Reviewed and recommended the unaudited interim quarterly financial reports for the Boards approval
prior to their release to Bursa Malaysia Securities Berhad.

2.

Prior to the commencement of the audit of the Groups Financial Statements, reviewed the External Auditors
Review Memorandum and Audit Plan.

3.

Discussed on updates of new developments on accounting standards issued by the Malaysian Accounting
Standards Board.

4.

Reviewed related party transaction that arose within the Group, including transactions, procedures and
processes.

5.

Reviewed the Audited Financial Statements and the External Auditors findings and recommendations and
the Managements response.

6.

Reviewed the External Auditors observation and evaluation of the system of internal control.

7.

Reviewed internal audit plan and periodic internal audit findings reports.

8.

Considered and recommended the re-appointment of External Auditors for the shareholders approval.

9.

Reviewed Audit Committee Report and Statement of Risk Management and Internal Control.

10. Reviewed and made recommendations on best practices in line with the Malaysian Code of Corporate
Governance 2012.
11. Reviewed and made recommendations to the Board to revise the Terms of Reference of the Audit Committee.

13

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

ADDITIONAL COMPLIANCE INFORMATION

1.

SHARE BUYBACKS
During the financial year ended 31 March 2014, there were no share buybacks by the Company.

2.

OPTIONS, WARRANT OR CONVERTIBLE SECURITIES


There were no options, warrants or convertible securities issued during the financial year ended 31 March
2014.

3.

DEPOSITORY RECEIPT PROGRAMME


During the financial year ended 31 March 2014, the Company did not sponsor any Depository Receipt
Programme.

4.

IMPOSITION OF SANCTIONS/PENALTIES
There were no material sanctions/penalties imposed on the Company and its subsidiaries, Directors or
management by the relevant regulatory bodies during the financial year ended 31 March 2014.

5.

NON-AUDIT FEES
The non-audit fees incurred by the Company and its subsidiaries and payable to the external auditors,
Messrs KPMG and its affiliates for the financial year ended 31 March 2014 are as follow:
(1) KPMG Malaysia
(2) Local affiliates of KPMG Malaysia

6.

RM35,000
RM71,600

PROFIT ESTIMATE, FORECAST OR PROJECTION


The Company did not release any profit estimate, forecast or projection during the financial year ended 31
March 2014.

7.

PROFIT GUARANTEE
There were no profit guarantee given by the Company in respect of the financial year ended 31 March 2014.

8.

MATERIAL CONTRACTS
There were no material contracts entered by the Group involving the Directors and/or major shareholders
of the Group during the financial year ended 31 March 2014 other than those disclosed in related party
transactions under Note 23 to the Financial Statements on pages 80 and 81.

9.

CONTRACT RELATING TO LOAN


There were no contracts relating to loan by the Company and its subsidiaries in respect of the preceding item.

10. RECURRENT RELATED PARTY TRANSACTIONS (RRPTs)


RRPTs entered into by the Company and the Group are disclosed under Note 23 to the Financial Statements
on pages 80 and 81.

14

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

STATEMENT OF CORPORATE GOVERNANCE

Corporate Governance sets out the framework and process by which institutions, through their Board of
Directors and Senior Management, regulate their business activities. It balances safe and sound business
operations with compliance of the relevant laws and regulations.
The Board of Directors of Century Bond Bhd, ("CBB") recognises the impact of corporate governance in
safeguarding stakeholders' interests as well as enhancing shareholder value, and strives to ensure that high
standards of corporate governance is observed and practiced throughout the Group. To this end, the Malaysian
Code of Corporate Governance 2012 (MCCG 2012 or the Code) and the Listing Requirements of Bursa
Malaysia Securities Berhad forms the benchmarks for CBBs corporate governance practices.
The Board is pleased to set out below the manner in which the Group has applied the Corporate Governance
Principles and Recommendations set out in the Code and the extent to which the Company has complied
during the financial year under review.
1.

Establishment of Clear Roles and Responsibilities


The Board is responsible for the overall performance and management of the Group, focusing mainly on
the following six specific responsibilities:
-

the setting of the Groups strategic direction


control and oversight of the Groups business
risk management
succession planning
development and implementation of plans to enhance and sustain the long term shareholders value
ensuring the integrity of the Groups processes and control systems

The Board maintains specific Board committees with clear responsibilities and terms of reference to assist
the Board in carrying out its stewardship role and function, and fulfilling its fiduciary responsibilities.

Oversight of Groups Business


Currently, the day-to-day management of the business operations of the Group is headed by the Managing
Director and supported by the Executive Directors and a team of Senior Management Executives.
Their performance under the leadership of the Managing Director and Executive Directors is assessed
by the Board based on the financial and management reports tabled during its quarterly reporting
periods. The Board is also kept informed of the Groups strategic direction initiatives, significant
operational and regulatory challenges faced by the Group during its meetings.
The Boards functioning is outlined in the Board Charter adopted on 19 July 2011 which sets out clear
roles and responsibilities for the Board and Management.
The Board had during the financial year reviewed the Board Charter and subsequently after the financial
year end adopted a revised Board Charter taking into consideration the up-dated principles and
recommendations under MCCG 2012. The Board Charter is available and can be viewed at the Companys
website at www.centurybond.com.

15

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

STATEMENT OF CORPORATE GOVERNANCE

Access to Information and Advice


The Board members have full and unrestricted access to the information on the Groups business and
affairs to enable them to discharge their duties and responsibilities effectively. All Directors have access
to the Management and may interact directly with the management or request further explanations,
request for information in relation to any areas of the Groups operations or business.
All Directors also have full and unrestricted access to the advice and services of the Company Secretaries
and may obtain independent professional advice at the Companys expense in order to discharge their
duties effectively. The Board is regularly updated on new guidelines, directions and new regulatory
issues affecting the Group by the Company Secretaries. The Board is satisfied with the support and
performance provided by the Company Secretaries in assisting the Board to discharge its duties.

Risk Management System


Risk management is embedded in the Groups management system and is a responsibility of every
employee as the Group firmly believes that risk management is critical for the Groups continued
profitability and the enhancement of shareholder value. The Group with the assistance of an external
consultant has an ongoing process for identifying, evaluating and managing the significant risks faced
by the Group throughout the financial year under review. The process is reviewed by the Board and
is in accordance with the guidelines for directors on internal control, the Statement on Internal Control :
Guidance for Directors of Public Listed Companies.

Shareholder Communication Policy


The Board recognizes the importance of communications to its shareholders and investors ensuring
that they are well informed of the Groups performances and latest developments. As such, the Group
disseminates information to its shareholders and investors through its Annual Report, circulars, quarterly
financial results and various announcements from time to time. The shareholders and investors may
obtain the Companys latest announcements via the website of Bursa Malaysia at www.bursamalaysia.com.
The Company also maintains its website at www.centurybond.com containing business, investor and
product information for access by the general public. The Boards Shareholders Communication
Policy which forms part of the Board Charter is also accessible on its website.
The Groups Annual General Meeting serves as a principal forum for dialogue with shareholders.
Shareholders are encouraged to raise questions pertaining to the operations and financials of the Group.

Integrity of Management Information and Internal Control


The Board is overall responsible for maintaining and ensuring the integrity of a sound system of
Internal Control which supports effective and efficient operations to safeguard shareholders interests
and the Groups business and assets. The Boards Statement on Risk Management and Internal Control
of the Group is set out on page 24 of the Annual Report.

16

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

STATEMENT OF CORPORATE GOVERNANCE

2.

Strengthen Composition
The Board currently consists of nine (9) members, comprising five (5) Executive Directors, one (1) NonExecutive Director and three (3) Independent Non-Executive Directors.
CBB is led and managed by an experienced Board of Directors with a wide and varied spectrum of
expertise that ensures accountability and competence. The Executive Directors are overall responsible for
implementing the strategies and decisions of the Board, overseeing the Groups day-to-day operations and
businesses, whilst the Independent Non-Executive Directors provide their independent view, unbiased
judgment and knowledge to the management as well as safeguarding the interests of the shareholders.
Non-Executive Directors do not participate in the day-to-day management of the Group.
The Board has also adopted a Code of Ethics and Conduct for Company Directors to enhance the standards
of Corporate Governance and behavior.
Nomination Committee
The Board has established a Nomination Committee comprised exclusively of Independent Non-Executive
Directors as follows:

Chairman
Mr Yoong How Kiat Senior Independent Non-Executive Director

Members
Mr Lai Poh Fye Independent Non-Executive Director
Mr Lim Kai Siang Independent Non-Executive Director

The Chairman of the Nomination Committee is the Senior Independent Non-Executive Director as
recommended under the Code.
The primary responsibilities of the Nomination Committee are as follows:

To oversee the selection criteria and recruitment process and recommend to the Board, candidates for
all directorship to be filled by the shareholders or the Board taking into consideration the candidates:

competencies, commitment, contribution and performance;


professionalism;
integrity; and
in the case of candidates for the position of Independent Non-Executive Directors, the candidates
ability to discharge such responsibilities/functions as expected from Independent Non-Executive
Directors.

including formalising its stand and approach to boardroom diversity.

To consider, in making its recommendations, candidates for directorships proposed by the Managing
Director and, within the bounds of practicability, by any other senior executive or any director or
shareholder.

To recommend to the Board, directors to fill the seats on Board Committee.

17

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

STATEMENT OF CORPORATE GOVERNANCE

To review on an annual basis the appropriateness of the Boards size, composition and balance and in
particular to ensure the required mixture of skills and experience and other qualities, including core
competencies which non-executive directors should bring to the Board, are present.

To oversee the development, maintenance and review of the criteria to be used in the recruitment
process and the annual review and assessment of the effectiveness of the Board as a whole, the
committees of the Board, and the contributions of each individual director, including an assessment
of the independence of the Independent Non-Executive Directors and their length of tenure in office
in line with the recommendations of the Code.

To make assessment, consider justifications and make recommendations on the elements of independence
of an Independent Director should the Board wish to retain as an Independent Director, a person who
has served in that capacity for more than nine years.

To review Boards succession plans and facilitate induction and training programmes.

The Nomination Committee has adopted a formal assessment mechanism to assess the effectiveness of the
Board as a whole, the Board Committees and the contribution of each individual Director, including the
independence of the Independent Non-Executive Directors. In accordance with the mechanism adopted,
the Nomination Committee has conducted the review of the Boards effectiveness as a whole, the
performance of the Board Committees and the performance of each individual Director.
Based on the assessment made by the Nomination Committee immediately after the financial year end, the
Board is satisfied with its existing size, structure and composition. The Board is also of the view that the
current mix of skills, experience and qualities of the existing Board members are appropriate to enable the
Board to carry out its responsibilities effectively.
In accordance with the Companys Articles of Association, at least one-third (1/3) of the Directors shall be
subjected to retirement by rotation at each Annual General Meeting (AGM) and all the Directors shall
retire at least once in every three (3) years. All Directors who retire from office shall be eligible for
re-election. Directors who are appointed by the Board during the financial year are subject to re-election
by the shareholders at the next AGM held following their appointments.
Directors who are seventy (70) years of age and above are required to submit themselves for re-appointment
annually in accordance with Section 129 of the Companies Act, 1965.
The Directors, due to retire at the forthcoming 2014 Annual General Meeting are:
-

Mr Lim Kai Siang, Independent Non-Executive Director.


Madam Tan Sui Moi, Executive Director.
Madam Tan Seok Kim, Executive Director.

Based on the review by the Nomination Committee on the respective contributions of the retiring Directors,
the Board is recommending that the said Directors be re-elected as Directors of the Company.
Mr Tan Sew Kee who is over the age of 70 will be retiring as Director pursuant to Section 129(2) of the
Companies Act, 1965 and is submitting himself for re-appointment as a Director pursuant to Section 129(6)
of the Companies Act, 1965.
Based on the review by the Nomination Committee on the contributions by Mr Tan Sew Kee, the Board
is recommending the re-appointment of Mr Tan Sew Kee as a Director pursuant to Section 129(6) of the
Companies Act, 1965.

18

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

STATEMENT OF CORPORATE GOVERNANCE

Remuneration Policy
The Board as a whole decides on the remuneration policy for its Executive and Non-Executive Directors
with the relevant interested Directors concerned abstaining from deliberations and voting on the decisions
in respect of his/her remuneration.
Directors fees and any changes are approved by the shareholders at the AGM based on the recommendation
of the Board.
The Board has not established a Remuneration Committee, which is a deviation from the recommendations
of the Code. The Board is of the opinion that the remuneration of the Directors being highly sensitive and
important should be addressed by the Board as a whole.
The aggregate Directors remuneration paid or payable to all Directors of the Group categorized into appropriate
components for the financial year ended 31 March 2014 are as follows:
Executive
Directors
RM
Fee
Bonuses
Salary & Allowances
EPF
Total

Non-Executive
Directors
RM

Total
RM

126,000

126,000

338,000

338,000

2,103,721

2,103,721

190,716

190,716

2,632,437

126,000

2,758,437

The number of Directors whose total remuneration fell within the following bands for the financial year
ended 31 March 2014 was as follow:
No. of Executive
Directors

No. of Non-Executive
Directors

Below 50,000

50,001 300,000

300,001 350,000

350,001 400,000

400,001 450,000

450,001 500,000

500,001 550,000

550,001 600,000

600,001 650,000

650,001 700,000

Range of Remuneration
RM

19

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

STATEMENT OF CORPORATE GOVERNANCE

3.

Reinforce Independence
The Board had subsequent to its financial year end carried out an assessment of the independence of its
Independent Directors in accordance with the policy and procedures adopted.
The assessment carried out by the Nomination Committee apart from looking at the criteria and definition
of an Independent Director set out under the Listing Requirements of the Main Market of Bursa Malaysia
Securities Berhad, also considers:
-

whether the Independent Directors have developed, established or maintained any significant relationship
with the Executive Directors and Major Shareholders;
whether the Independent Directors have engaged in any transactions with the Group; and
whether the Independent Directors have devoted sufficient time commitment and desire to serve.

Both the Nomination Committee and the Board based on the assessment carried out has concluded that
the independence of all the Independent Non-Executive Directors of the Company has not been compromised
or impaired in anyway.
The Board also notes that Mr Lai Poh Fye who was appointed as an Independent Non-Executive Director
on 29 August 2003 will have served for a period of more than a cumulative period of nine years by 26
September 2014 (the proposed date for the 2014 Annual General Meeting).
Pursuant to Recommendation 3.3 of the Code and notwithstanding his long tenure in office, the Board
based on the review and recommendations made by the Nomination Committee, is unanimous in its opinion
that Mr. Lais independence has not been compromised or impaired in any way after having noted the
following considerations during its assessment and review of Mr Lais independence:
-

Mr Lai continues to fulfill the criteria and definition of an Independent Director as set out under
Paragraph 1.01 of Bursa Malaysias Main Market Listing Requirements.

During his tenure in office, Mr Lai has not developed, established or maintained any significant
relationship with the Executive Directors or Major Shareholders which would impair his independence.

During his tenure in office, Mr Lai has not transacted or entered into any transactions with the Group,
the Executive Directors or Major Shareholders within the scope and meaning as set forth under
Paragraph 4 of Practice Note 13 of Bursa Malaysia Main Market Listing Requirements.

During his tenure in office, Mr Lai has not been offered or granted any options by the Group. Other
than Directors fees paid which had been the norm and been duly disclosed in the Annual Reports, no
other incentives or benefits of whatsoever nature had been paid to him by the Group.

Accordingly the Board strongly recommends to retain Mr Lai as an Independent Non-Executive Director
and will be tabling an Ordinary Resolution to shareholders at the forthcoming 2014 Annual General Meeting
for the purpose.

Separation of positions of the Chairman and Managing Director

The positions of Chairman and Managing Director are separately held by Mr Lai Poh Fye and Mr. Tan
Siew Kim respectively.
The separation of the positions of Chairman and Managing Director promotes and ensures accountability
and transparency in their respective roles and responsibilities.

20

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

STATEMENT OF CORPORATE GOVERNANCE

4.

Foster Commitment

Time Commitment

The Board based on its annual assessment carried out by the Nomination Committee is satisfied with the
time commitments given by its Directors as evidenced by the attendance record of the Directors at Board
and Committee meeting as set out below:
Name of Director
Mr Lai Poh Fye

Chairman- Independent Non-Executive Director

4/5

4/5

1/1

Mr Tan Siew Kim

Managing Director

5/5

Datuk Tan Boon Leng

Executive Director

4/5

Mdm Tan Sui Moi

Executive Director

5/5

Mdm Tan Seok Kim

Executive Director

5/5

Mr Kuan Hai Ngon

Executive Director

5/5

Mr Tan Sew Kee

Non-Independent Non-Executive Director

5/5

Mr Ho Saw Leong

Non-Independent Non-Executive Director

5/5

Mr Lim Kai Siang

Independent Non-Executive Director

5/5

5/5

1/1

Mr Yoong How Kiat

Senior Independent Non-Executive Director

5/5

5/5

1/1

Note:

Attendance
Board
AC
NC

Position

AC Audit Committee;
NC Nomination Committee.

Directors Training
The Directors of the Company have attended the Mandatory Accreditation Programme (MAP)
conducted by Bursatra Sdn Bhd in compliance with the Listing Requirements. The Directors were
encouraged to attend relevant training programmes/seminars/briefings to further enhance their skills
and knowledge in the latest statutory and regulatory requirements as well as to keep abreast with the
business development to assist them in discharging their duties as Directors.
During the year all the Directors have attended an in house training Strategic Risk For PLC Directors
conducted by Smart Business Consulting. The following Non Executive Directors have also attended
the following seminars during the financial year 2014:

Director
Mr Lai Poh Fye

Seminar
Personal Data Protection Act 2010 and its Implications Conducted
by the Johor Bar and Bar Council.
Risk Management & Internal Control Workshops for Audit
Committee Members Organised by Bursa Malaysia Berhad
Seminar on Islamic Finance Conducted by the Johor Bar and
Bar Council.

21

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

STATEMENT OF CORPORATE GOVERNANCE

Director
Mr Yoong How Kiat

Seminar
Pengurusan Bangunan Berstrata kepada Badan Pengurusan
Bersama (JMB) & Perbadanan Pengurusan (MC), Peringkat
Majlis Bandaraya Johor Bahru Conducted by Majlis Bandaraya
Johor Bahru.
Risk Management & Internal Control Workshops for Audit
Committee Members Organised by Bursa Malaysia Berhad.
2013 Audit Committee Institute Breakfast Roundtable Series
Conducted by KPMG.

Mr Lim Kai Siang

2014 Budget Seminar Conducted by Chartered Tax Institute of


Malaysia.
2014 Budget Seminar - Key Budget Changes & their Implications
Conducted by Malaysian Institute of Accountants.
Seminar Percukaian Kebangsaan 2013 Conducted by Lembaga
Hasil Dalam Negeri Malaysia.
Breaking New Ground: Landmark Decisions on Reinvestment
Allowance and Capital Allowance Conducted by Chartered Tax
Institute of Malaysia.

5.

Uphold Integrity In Financial Reporting


The Board is responsible for ensuring the proper maintenance of the accounting records of the Group. The
Groups financial reporting in the form of quarterly and annual financial statements present a balanced and
understandable assessment of the Groups position and prospects. The Audit Committee assists the Board
in ensuring the information disclosed is accurate, adequate and complies with all applicable Financial
Reporting standards.
The Boards Audit Committee has adopted a policy and procedure to assess the suitability and independence
of its external auditors. As part of these procedures, the external auditors will be required to make a
declaration to the Audit Committee and Board to confirm that they are and have been independent
throughout the conduct of the audit engagement.
The Audit Committee and Board following this review are satisfied with the independence of the external
auditors and recommend their re-appointment at the forthcoming AGM.
Statement of Directors Responsibility in Relation to the Financial Statements
The Directors are responsible for the preparation of the Annual Audited Financial Statements which give
a true and fair view of the state of affairs of the Group and will ensure that they are presented in accordance
with the provisions of the Companies Act, 1965 and the applicable approved accounting standards in Malaysia.
In the preparation of the financial statements for the financial year ended 31 March 2014, the Directors are
satisfied that the Group had used appropriate accounting policies that are consistently applied and supported
by reasonable and prudent judgment and estimates.

22

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

STATEMENT OF CORPORATE GOVERNANCE

6.

Recognize and Manage Risks


As mentioned earlier, risk management is embedded in the Groups management system and is every
employees responsibility as the Group firmly believes that risk management is critical for the Groups
continued profitability and the enhancement of shareholder value.
The Groups Internal Audit function has been outsourced to an external consultant which reports directly
to the Audit Committee.
The Internal Audit function currently reviews and appraises the risk management and internal control
processes of the Group. The Statement on Risk Management and Internal Control set out on page 24 of
this Annual Report provides an overview of the Groups approach to ensuring the effectiveness of the risk
management and internal processes within the Group.

7.

Ensure Timely and High Quality Disclosure


The Board acknowledges the importance of ensuring that it has in place appropriate corporate disclosure
policies and procedures which leverage on information technology as recommended by the Code.
The Company currently observes and complies with the disclosure requirements as set out in Bursa
Malaysias Main Market Listing Requirements, guided by Bursas Corporate Disclosure Guide (Issued on
22 September 2011).
The Board has adopted a formal Corporate Disclosure Policy forming part of the Boards Charter.

8.

Strengthen Relationship between Company and Shareholders


As stated earlier, the Board recognizes the importance of communications with its shareholders and will take
additional measures to encourage shareholders participation at general meetings as recommended by the Code.
These include the Chairman highlighting to shareholders and proxy holders, their right to speak up at
general meetings, conducting of poll voting in respect of resolutions involving related party transactions
and a review of the performance of the Company during Annual General Meetings.

Compliance Statement
The Board recognizes and views that Corporate Governance is an ongoing process and is of the view that the
Company has substantially complied with the recommendations of the Code and will take appropriate steps
towards embracing the Principles and Recommendations under the Code at a pace and time frame consistent
with the size, priority and dynamics of the Group.

23

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

INTRODUCTION
The Board acknowledges the importance of maintaining a sound system of internal control and effective risk
management as part of its ongoing efforts to practice good corporate governance. The Board is committed to
practicing good standards of corporate governance and observing best practices, and will continue to improve
on current practices. The Board is pleased to provide the following statement, which outlines the nature and
scope of internal control of the Group during the financial year ended 31 March 2014.
BOARD OF DIRECTORS RESPONSIBILITIES
The Board affirms its responsibility for the Groups system of internal control, which includes the
establishment of an effective control environment and appropriate internal control framework as well as to
review its adequacy and integrity. Due to limitations inherent in any internal control system, such a system is
designed to manage rather than eliminate the risk of failure to achieve business objectives and corporate
objectives. Accordingly, the system can only provide reasonable but not absolute assurance against material
misstatement or loss.
RISK MANAGEMENT
Risk management is embedded in the Groups management system and is every employees responsibility as
the Group firmly believes that risk management is critical for the Groups continued profitability and the
enhancement of shareholder value. The Group has an ongoing process for identifying, evaluating and
managing the significant risks faced by the Group throughout the financial year under review and up to the date
of approval of this statement. The process is regularly reviewed by the Board and is in accordance with the
guidelines for directors on internal control, the Statement on Risk Management and Internal Control: Guidance
for Directors of Public Listed Companies.
SYSTEM OF INTERNAL CONTROL
The Board has engaged a professional firm to conduct internal audit on the adequacy and integrity of the
system on internal control for the Group. The professional firm independently reviews the Groups internal
control system and reports to the Audit Committee. The Executive Directors, through direct involvement in the
operations, regular review of operational data including production, marketing and financial data, also
contribute to a better control environment in the Group. Furthermore, the Executive Directors will inform the
Board of any significant unresolved matters, which require the Boards intervention or Board level decision
making.
ASSURANCE FROM THE MANAGEMENT
The Board has also received reasonable assurance from the Managing Director (MD) and the Head of
Finance, that the Groups risk management and internal control system are operating adequately and
effectively, in all material respects, based on the risk management model adopted by the Group.
CONCLUSION
The Board believes that the development of the system of internal control is an ongoing process and continues
to take steps to improve the internal control system. During the year under review, no material weaknesses
have been identified which would result in any material losses, contingencies or uncertainties that would
require disclosure in the Annual Report. The Board is of view that the current system control in place
throughout the Group is sufficient to safeguard the Groups interest. This statement is also based on the
consideration of the audit work performed on the records of the Company. The Board continues to take
appropriate measures and ongoing commitment to strengthen the internal control environment and processes.
Nevertheless, Management continues to take measures to strengthen the internal controls in the organisation.

24

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

DIRECTORS REPORT

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

Principal activities
The principal activities of the Company are investment holding and provision of management services. The
principal activities of the subsidiaries are disclosed in Note 5 to the financial statements. There has been no
significant change in the nature of these activities during the financial year.

Results
Profit for the year attributable to:
Owners of the Company
Non-controlling interests

Group
RM

Company
RM

17,224,183
1,223,349

8,090,392
--

18,447,532

8,090,392

Reserves and provisions


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

Dividends
Since the end of the previous financial year, the Company paid:
i)

an interim ordinary dividend of 2.0 sen per ordinary share less tax at 25% totalling RM1,800,000 (1.5 sen
net per ordinary share) in respect of the financial year ended 31 March 2013 on 30 April 2013;

ii) a final ordinary dividend of 1.0 sen per ordinary share less tax at 25% totalling RM900,000 (0.75 sen net
per ordinary share) and 2.0 sen tax exempt per ordinary share totalling RM2,400,000 in respect of the
financial year ended 31 March 2013 on 22 October 2013; and
iii) an interim single tier dividend of 2.0 sen per ordinary share totalling RM2,400,000 in respect of the
financial year ended 31 March 2014 on 6 January 2014.
The Directors recommended a final single tier dividend of 2.0 sen per ordinary share totalling RM2,400,000 in
respect of the year ended 31 March 2014 subject to the approval of the shareholders at the forthcoming Annual
General Meeting. These financial statements do not reflect this proposed final ordinary dividend, which will
be accounted for in the statement of changes in equity as an appropriation of retained earnings in the year
ending 31 March 2015.

Directors of the Company


Directors who served since the date of the last report are:
Mr. Tan Sew Kee
Mr. Tan Siew Kim
Mdm. Tan Sui Moi
Datuk Tan Boon Leng
Mdm. Tan Seok Kim
Mr. Kuan Hai Ngon
Mr. Lai Poh Fye
Mr. Lim Kai Siang
Mr. Yoong How Kiat
Mr. Ho Saw Leong (resigned on 29 May 2014)

25

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

DIRECTORS REPORT

Directors interests in shares


The interests and deemed interests in the shares of the Company and of its related corporations of those who
were Directors at financial year end (including the interests of the spouses or children of the Directors who
themselves are not Directors of the Company) as recorded in the Register of Directors Shareholdings are as
follows:
Number of ordinary shares of RM0.50 each
At
At
1 April
31 March
Name of Directors
Interest
2013
Bought
Sold
2014
Company
Mr. Tan Sew Kee
Mr. Tan Siew Kim
Mdm. Tan Sui Moi
Datuk Tan Boon Leng
Mdm. Tan Seok Kim
Mr. Kuan Hai Ngon
Mr. Ho Saw Leong

Name of Directors

Direct
Direct
Deemed
Direct
Deemed
Direct
Deemed
Direct
Deemed
Deemed
Deemed*
Direct

7,631,566
2,619,900
60,660,700
1,639,000
60,660,700
50,000
60,660,700
349,500
60,660,700
60,660,700
332,800
554,810

588,445
------------

-------------

8,220,011
2,619,900
60,660,700
1,639,000
60,660,700
50,000
60,660,700
349,500
60,660,700
60,660,700
332,800
554,810

Number of ordinary shares of RM1.00 each


At
At
1 April
31 March
2013
Bought
Sold
2014

Interest

Holding company
- C B Equities Sdn. Bhd.
Mr. Tan Siew Kim
Mdm. Tan Sui Moi
Datuk Tan Boon Leng
Mdm. Tan Seok Kim
Mr. Kuan Hai Ngon

Direct
Direct
Deemed*
Direct
Direct
Direct

9,559
3,772
1,080
2,603
1,630
1,366

-------

-------

9,559
3,772
1,080
2,603
1,630
1,366

Number of ordinary shares

Name of Directors

Interest

At
1 April
2013

Bought

Sold

Deemed
Deemed
Deemed
Deemed
Deemed

600,000
600,000
600,000
600,000
600,000

------

------

At
31 March
2014

Subsidiaries
- Esteem Packaging Pte. Ltd.
Mr. Tan Siew Kim
Mdm. Tan Sui Moi
Datuk Tan Boon Leng
Mdm. Tan Seok Kim
Mr. Kuan Hai Ngon

26

600,000
600,000
600,000
600,000
600,000

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

DIRECTORS REPORT

Name of Directors

Number of ordinary shares of RM1.00 each


At
At
1 April
31 March
2013
Bought
Sold
2014

Interest

Subsidiaries
- Prestige Packages (Perlis) Sdn. Bhd.
Mr. Tan Siew Kim
Mdm. Tan Sui Moi
Datuk Tan Boon Leng
Mdm. Tan Seok Kim
Mr. Kuan Hai Ngon

Deemed
Deemed
Deemed
Deemed
Deemed

1,400,000
1,400,000
1,400,000
1,400,000
1,400,000

------

------

1,400,000
1,400,000
1,400,000
1,400,000
1,400,000

Deemed
Deemed
Deemed
Deemed
Deemed
Direct**

470,000
470,000
470,000
470,000
470,000
10,000

-------

-------

470,000
470,000
470,000
470,000
470,000
10,000

Deemed
Deemed
Deemed

120,000
120,000
120,000

----

----

120,000
120,000
120,000

- Ready Chemical (M) Sdn. Bhd.


Mr. Tan Siew Kim
Mdm. Tan Sui Moi
Datuk Tan Boon Leng
Mdm. Tan Seok Kim
Mr. Kuan Hai Ngon

- Panoramic Packages Sdn. Bhd.


Mr. Tan Siew Kim
Datuk Tan Boon Leng
Mr. Kuan Hai Ngon

* Held by spouse
** Held in trust for a subsidiary, Multiview Enterprises Sdn. Bhd.
By virtue of their substantial shareholdings in the Company, Mr. Tan Siew Kim, Mdm. Tan Sui Moi, Datuk Tan
Boon Leng, Mdm. Tan Seok Kim and Mr. Kuan Hai Ngon are deemed to have interests in the ordinary shares
of all the wholly-owned subsidiaries of the Company as disclosed in Note 5 to the financial statements.
None of the other Directors holding office at 31 March 2014 had any interest in the ordinary shares of the
Company and of its related corporations during the financial year.

Directors benefits
Since the end of the previous financial year, no Director of the Company has received nor become entitled to
receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and
receivable by Directors as shown in the financial statements) by reason of a contract made by the Company or a
related corporation with the Director or with a firm of which the Director is a member, or with a company in
which the Director has a substantial financial interest, except as disclosed in Note 23 to the financial statements.
There were no arrangements during and at the end of the financial year which had the object of enabling
Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the
Company or any other body corporate.

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

27

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

DIRECTORS REPORT

Options granted over unissued shares


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

Other statutory information


Before the financial statements of the Group and of the Company were made out, the Directors took reasonable
steps to ascertain that:
i)

all known bad debts have been written off and adequate provision has been made for doubtful debts, and

ii) any current assets which were unlikely to be realised in the ordinary course of business have been written
down to an amount which they might be expected so to realise.
At the date of this report, the Directors are not aware of any circumstances:
i)

that would render the amount written off for bad debts, or the amount of the provision for doubtful debts,
in the Group and in the Company inadequate to any substantial extent, or

ii) that would render the value attributed to the current assets in the financial statements of the Group and of
the Company misleading, or
iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the
Group and of the Company misleading or inappropriate, or
iv) not otherwise dealt with in this report or the financial statements, that would render any amount stated in
the financial statements of the Group and of the Company misleading.
At the date of this report, there does not exist:
i)

any charge on the assets of the Group or of the Company that has arisen since the end of the financial year
and which secures the liabilities of any other person, or

ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the
financial year.
No contingent liability or other liability of any company in the Group has become enforceable, or is likely to
become enforceable within the period of twelve months after the end of the financial year which, in the opinion
of the Directors, will or may substantially affect the ability of the Group and of the Company to meet their
obligations as and when they fall due.
In the opinion of the Directors, the financial performance of the Group and of the Company for the financial
year ended 31 March 2014 have not been substantially affected by any item, transaction or event of a material
and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that
financial year and the date of this report.

28

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

DIRECTORS REPORT

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

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

Tan Siew Kim

Datuk Tan Boon Leng

Johor Bahru
Date: 18 July 2014

29

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

STATEMENT BY DIRECTORS

Statement by Directors pursuant to


Section 169(15) of the Companies Act, 1965
In the opinion of the Directors, the financial statements set out on pages 34 to 81 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 financial position of the Group and
of the Company as at 31 March 2014 and of their financial performance and cash flows for the financial year
then ended.

In the opinion of the Directors, the information set out in Note 24 on page 82 to the financial statements has
been compiled in accordance with Guidance on Special Matter No.1, Determination of Realised and
Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad
Listing Requirements, issued by the Malaysian Institute of Accountants, and presented based on the format
prescribed by Bursa Malaysia Securities Berhad.

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

Tan Siew Kim

Datuk Tan Boon Leng

Johor Bahru
Date: 18 July 2014

30

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

STATUTORY DECLARATION

Statutory declaration pursuant to


Section 169(16) of the Companies Act, 1965
I, Teo Ling Whatt, the officer primarily responsible for the financial management of CENTURY BOND
BHD., do solemnly and sincerely declare that the financial statements set out on pages 34 to 82 are, to the best
of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to
be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by the above named in Johor Bahru in the State of Johor on 18 July 2014.

Teo Ling Whatt

Before me:

Norani bt. Hj Khalid


Commissioner for Oaths
J-140

31

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

INDEPENDENT AUDITORS REPORT

Report on the Financial Statements


We have audited the financial statements of Century Bond Bhd., which comprise the statements of
financial position as at 31 March 2014 of the Group and of the Company, and the statements of profit or
loss and other comprehensive income, changes in equity and cash flows of the Group and of the Company
for the financial year then ended, and a summary of significant accounting policies and other explanatory
information, as set out on pages 34 to 81.
Directors Responsibility for the Financial Statements
The Directors of the Company are responsible for the preparation of financial statements so as to give a
true and fair view in accordance with 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
financial statements that are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted
our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on our judgement, including the assessment of risks
of material misstatement of the financial statements, whether due to fraud or error. In making those risk
assessments, we consider internal control relevant to the entitys preparation of financial statements that
give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit
also includes evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Opinion
In our opinion, the financial statements give a true and fair view of the financial position of the Group and
of the Company as of 31 March 2014 and of their financial performance and cash flows for the year then
ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting
Standards and the requirements of the Companies Act, 1965 in Malaysia.

32

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

INDEPENDENT AUDITORS REPORT

Report on Other Legal and Regulatory Requirements


In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the
Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance
with the provisions of the Act.
(b) We have considered the accounts and the auditors reports of the subsidiaries of which we have not
acted as auditors, which are indicated in Note 5 to the financial statements.
(c) We are satisfied that the accounts of the subsidiaries that have been consolidated with the Companys
financial statements are in form and content appropriate and proper for the purposes of the preparation
of the financial statements of the Group and we have received satisfactory information and explanations
required by us for those purposes.
(d) The audit reports on the accounts of the subsidiaries did not contain any qualification or any adverse
comment made under Section 174(3) of the Act.
Other Reporting Responsibilities
Our audit was made for the purpose of forming an opinion on the financial statements taken as a whole.
The information set out in Note 24 on page 82 to the financial statements has been compiled by the
Company as required by the Bursa Malaysia Securities Berhad Listing Requirements and is not required
by the Malaysian Financial Reporting Standards or International Financial Reporting Standards. We have
extended our audit procedures to report on the process of compilation of such information. In our opinion,
the information has been properly compiled, in all material respects, in accordance with the Guidance on
Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the Context of
Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian
Institute of Accountants and presented based on the format prescribed by Bursa Malaysia Securities
Berhad.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the
Companies Act 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other
person for the content of this report.

KPMG
Firm Number: AF 0758
Chartered Accountants

Tan Teck Eng


Approval Number: 2986/05/16 (J)
Chartered Accountant

Johor Bahru
Date: 18 July 2014

33

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

STATEMENTS OF FINANCIAL POSITION AS AT 31 MARCH 2014

Group

Company

Note

2014
RM

2013
RM

2014
RM

2013
RM

3
4
5
6

38,213,653
3,927,391
-27,013

40,459,632
4,022,504
-76,910

3,642
-36,460,646
--

4,774
-36,460,646
--

42,168,057

44,559,046

36,464,288

36,465,420

29,835,775
54,798,360
-913,346
82,805,876

25,468,976
48,018,847
-1,257,713
76,865,424

-1,515
10,253,442
-19,857,158

-1,515
11,947,160
87,522
17,365,841

168,353,357

151,610,960

30,112,115

29,402,038

--

468,418

--

--

Total current assets

168,353,357

152,079,378

30,112,115

29,402,038

Total assets

210,521,414

196,638,424

66,576,403

65,867,458

Assets
Property, plant and equipment
Prepaid lease payments
Investments in subsidiaries
Deferred tax assets
Total non-current assets
Inventories
Trade and other receivables
Due from subsidiaries
Tax recoverable
Cash and cash equivalents
Assets classified as held
for sale

7
8
9
10

11

Equity
Share capital
Reserves

12
12

60,000,000
103,909,647

60,000,000
90,955,087

60,000,000
6,282,723

60,000,000
3,892,331

Total equity attributable to


owners of the Company
Non-controlling interests

163,909,647
6,754,974

150,955,087
5,687,148

66,282,723
--

63,892,331
--

170,664,621

156,642,235

66,282,723

63,892,331

4,275,146
86,672

4,438,944
271,712

---

---

4,361,818

4,710,656

--

--

27,634,154
4,948,234
517,787
2,394,800

26,843,374
4,327,475
2,025,000
2,089,684

213,593
--80,087

175,127
-1,800,000
--

Total current liabilities

35,494,975

35,285,533

293,680

1,975,127

Total liabilities

39,856,793

39,996,189

293,680

1,975,127

210,521,414

196,638,424

66,576,403

65,867,458

Total equity
Liabilities
Deferred tax liabilities
Loans and borrowings

6
13

Total non-current liabilities


Trade and other payables
Loans and borrowings
Dividend payable
Taxation

Total equity and liabilities

14
13

The accompanying notes form an integral part of the financial statements.

34

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

STATEMENTS OF PROFIT OR LOSS FOR THE YEAR ENDED 31 MARCH 2014

Group
Note

Company

2014
RM

2013
RM

169,925,396
154,511
---

186,735,552
105,200
---

--420,000
8,067,250

--540,000
4,230,000

170,079,907
(133,930,092)

186,840,752
(148,745,148)

8,487,250
--

4,770,000
--

Gross profit

36,149,815

38,095,604

8,487,250

4,770,000

Other income
Distribution expenses
Administrative expenses
Other expenses

3,588,311
(6,930,408)
(7,556,651)
(1,395,010)

4,307,081
(7,711,588)
(7,114,214)
(1,636,673)

Results from operating


activities

23,856,057

25,940,210

Revenue
Goods sold
Membership fee income
Management fee income
Dividend income
Cost of goods sold

Finance income
Finance costs
Net finance income

2014
RM

19,176
-(648,186)
-7,858,240

2013
RM

19,802
-(595,719)
-4,194,083

1,151,962
(165,107)

964,674
(255,277)

644,243
--

521,336
--

986,855

709,397

644,243

521,336

Profit before tax

15

24,842,912

26,649,607

Tax expense

16

(6,395,380)

(6,092,972)

Profit for the year

18,447,532

20,556,635

8,090,392

4,540,210

Profit attributable to:


Owners of the Company
Non-controlling interests

17,224,183
1,223,349

19,152,061
1,404,574

8,090,392
--

4,540,210
--

Profit for the year

18,447,532

20,556,635

8,090,392

4,540,210

14.35

15.96

Basic and diluted earnings


per ordinary share (sen)

17

8,502,483
(412,091)

The accompanying notes form an integral part of the financial statements.

35

4,715,419
(175,209)

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2014

Group

Company

2014
RM

2013
RM

18,447,532

20,556,635

8,090,392

4,540,210

1,792,641

231,758

--

--

Total comprehensive income


for the year

20,240,173

20,788,393

8,090,392

4,540,210

Total comprehensive income


attributable to:
Owners of the Company
Non-controlling interests

18,654,560
1,585,613

19,383,819
1,404,574

8,090,392
--

4,540,210
--

20,240,173

20,788,393

8,090,392

4,540,210

Profit for the year


Other comprehensive income,
net of tax
Items that are or may be
reclassified subsequently
to profit or loss
Foreign currency translation
differences for foreign operations/
Other comprehensive income
for the year, net of tax

Total comprehensive income


for the year

2014
RM

2013
RM

The accompanying notes form an integral part of the financial statements.

36

37

At 31 March 2014

-1,277,617

-60,000,000

---

1,430,377

--

1,430,377

(152,760)

--

---

231,758

--

231,758

(384,518)

102,632,030

(5,700,000)

(5,700,000)
--

17,224,183

17,224,183

--

91,107,847

(4,800,000)

(4,800,000)
--

19,152,061

19,152,061

--

76,755,786

163,909,647

(5,700,000)

(5,700,000)
--

18,654,560

17,224,183

1,430,377

150,955,087

(4,800,000)

(4,800,000)
--

19,383,819

19,152,061

231,758

136,371,268

The accompanying notes form an integral part of the financial statements.

Total transactions with owners of the Company

Dividends to owners of the Company


Dividends to non-controlling interests

---

--

Total comprehensive income for the year

18

--

Profit for the year

Contributions by and distributions


to owners of the Company

--

60,000,000

--

Foreign currency translation


differences for foreign operations/
Total other comprehensive income for the year

At 31 March 2013

Total transactions with owners of the Company

Dividends to owners of the Company


Dividends to non-controlling interests

---

--

Total comprehensive income for the year

18

--

Profit for the year

Contributions by and distributions


to owners of the Company

--

60,000,000

Foreign currency translation


differences for foreign operations/
Total other comprehensive income for the year

Group
At 1 April 2012

Note

Attributable to owners of the Company


Non-distributable
Distributable
Share
Translation
Retained
capital
reserve
earnings
Total
RM
RM
RM
RM

6,754,974

(517,787)

-(517,787)

1,585,613

1,223,349

362,264

5,687,148

(225,000)

-(225,000)

1,404,574

1,404,574

--

4,507,574

Noncontrolling
interests
RM

170,664,621

(6,217,787)

(5,700,000)
(517,787)

20,240,173

18,447,532

1,792,641

156,642,235

(5,025,000)

(4,800,000)
(225,000)

20,788,393

20,556,635

231,758

140,878,842

Total
equity
RM

CENTURY BOND BHD. 228669-V


(Incorporated in Malaysia)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2014

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2014

Attributable to owners of the Company


Distributable
Share
Retained
Total
capital
earnings
equity
RM
RM
RM

Note
Company
At 1 April 2012
Profit and total comprehensive
income for the year

60,000,000

4,152,121

64,152,121

--

4,540,210

--

(4,800,000)

(4,800,000)

60,000,000

3,892,331

63,892,331

--

8,090,392

--

(5,700,000)

(5,700,000)

6,282,723

66,282,723

4,540,210

Contributions by and distributions


to owners of the Company
Dividends to owner of the Company/
Total transactions with
the owner of the Company

18

At 31 March 2013
Profit and total comprehensive
income for the year

8,090,392

Contributions by and distributions


to owners of the Company
Dividends to owner of the Company/
Total transactions with
the owner of the Company

18

At 31 March 2014

60,000,000

The accompanying notes form an integral part of the financial statements.

38

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2014

Group

Company

2014
RM

2013
RM

2014
RM

2013
RM

24,842,912

26,649,607

8,502,483

4,715,419

23,523
5,388,337
165,107

100,098
5,140,023
255,277

-1,132
--

-1,134
--

Cash flows from operating activities


Profit before tax
Adjustments for:Bad debts written off
Depreciation and amortisation
Finance costs
(Gain)/Loss on disposal of:
- property, plant and equipment
- asset classified as held for sale
- a subsidiary
Dividend income
Finance income
Impairment loss on/(Reversal of):
- property, plant and equipment
- receivables
Reversal of allowance for slow
moving inventories
Unrealised gain on foreign
exchange
Operating profit/(loss) before
changes in working capital

13,494
(95,582)
(148,910)
-(1,151,962)

(285,106)
-(160,391)
-(964,674)

---(8,067,250)
(644,243)

---(4,230,000)
(521,336)

293,270
53,136

461,624
(157,640)

---

---

(858,668)

(323,160)

--

--

(1,374,394)

(968,397)

--

--

27,150,263

29,747,261

(3,508,131)

4,232,642

--

(6,707,264)

322,418

1,693,718

(15)

3,957,815

11,726,248

38,466

(2,983)

--

--

--

8,021,418

Cash generated from operations

20,892,683

46,028,569

1,524,306

7,983,637

Interest paid
Tax paid

(165,107)
(5,859,798)

(255,277)
(6,074,120)

Net cash from operating


activities

14,867,778

39,699,172

Changes in inventories
Changes in trade and other
receivables
Changes in trade and other
payables
Changes in due from/(to)
subsidiaries

(207,878)

-(244,482)
1,279,824

The accompanying notes form an integral part of the financial statements.

39

(34,783)
--

-(256,540)
7,727,097

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2014

Group
2014
RM

Company
2013
RM

2014
RM

2013
RM

Cash flows from investing


activities
Acquisition of property, plant
and equipment
Proceeds from disposal of:
- property, plant and equipment
- assets classified as held for sale
Disposal of a subsidiary
Dividend received
Interest received
Net cash (used in)/from
investing activities

(3,252,658)

--

--

---8,067,250
644,243

----521,336

(5,457,225)

8,711,493

521,336

--

(187,912)

--

--

809,950

(2,882,404)

--

--

--

--

61,952
564,000
2
-1,151,962
(1,474,742)

(7,051,901)
630,000
-2
2
964,674

Cash flows from financing activities


Repayment of term loan
Net proceeds from short term
borrowings
Repayment of finance lease
liabilities
Dividends paid to owners
of the Company

(176,940)

(242,100)

(7,725,000)

(4,800,000)

(7,500,000)

(4,800,000)

Net cash used in financing


activities

(7,091,990)

(8,112,416)

(7,500,000)

(4,800,000)

6,301,046

26,129,531

Net increase in cash


and cash equivalents
Exchange differences on translation
of the financial statement of
foreign subsidiaries

(163,303)

(33,204)

2,491,317

3,448,433

--

--

Cash and cash equivalents


at 1 April

76,668,133

50,571,806

17,365,841

13,917,408

Cash and cash equivalents


at 31 March

82,805,876

76,668,133

19,857,158

17,365,841

Cash and cash equivalents included in the statements of cash flows comprise the following statements of
financial position amounts:
Cash and bank balances
Deposits with licensed banks
Bank overdrafts

37,447,930
45,357,946
--

33,934,788
42,930,636
(197,291)

121,784
19,735,374
--

98,809
17,267,032
--

82,805,876

76,668,133

19,857,158

17,365,841

The accompanying notes form an integral part of the financial statements.

40

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

Century Bond Bhd. is a public limited liability company, incorporated and domiciled in Malaysia and listed on
the Main Market of Bursa Malaysia Securities Berhad. The addresses of the principal place of business and
registered office of the Company are as follows:
Principal place of business
PLO 97, 98 & 99
Jalan Cyber 5
Senai Industrial Estate Phase III
81400 Senai
Johor, Malaysia
Registered office
Suite 5.11 & 5.12, 5th Floor
Menara TJB
No. 9, Jalan Syed Mohd Mufti
80000 Johor Bahru
Johor, Malaysia
The consolidated financial statements of the Company as at and for the year ended 31 March 2014 comprise
the Company and its subsidiaries (together referred to as the Group). The financial statements of the
Company as at and for the financial year ended 31 March 2014 do not include other entities.
The principal activities of the Company are investment holding and provision of management services. The
principal activities of the subsidiaries are disclosed in Note 5.
The holding and ultimate holding company is C B Equities Sdn. Bhd., a company incorporated in Malaysia.
These financial statements were authorised for issue by the Board of Directors on 18 July 2014.

1. Basis of preparation
(a) Statement of compliance
The financial statements of the Group and of the Company have been prepared in accordance with
Malaysian Financial Reporting Standards (MFRS), International Financial Reporting Standards and the
Companies Act, 1965 in Malaysia.
The following are accounting standards, amendments and interpretations that have been issued by the
Malaysian Accounting Standards Board (MASB) but have not been adopted by the Group and the Company:
MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2014

Amendments to MFRS 10, Consolidated Financial Statements: Investment Entities


Amendments to MFRS 12, Disclosure of Interests in Other Entities: Investment Entities
Amendments to MFRS 127, Separate Financial Statements (2011): Investment Entities
Amendments to MFRS 132, Financial Instruments: Presentation Offsetting Financial Assets and
Financial Liabilities
Amendments to MFRS 136, Impairment of Assets Recoverable Amount Disclosures for Non-Financial
Assets
Amendments to MFRS 139, Financial Instruments: Recognition and Measurement Novation of
Derivatives and Continuation of Hedge Accounting
IC Interpretation 21, Levies

41

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

(a) Statement of compliance (continued)


MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 July 2014
Amendments to MFRS 1, First-time Adoption of Malaysian Financial Reporting Standards (Annual
Improvements 2011-2013 Cycle)
Amendments to MFRS 2, Share-based Payment (Annual Improvements 2010-2012 Cycle)
Amendments to MFRS 3, Business Combinations (Annual Improvements 2010-2012 Cycle and 20112013 Cycle)
Amendments to MFRS 8, Operating Segments (Annual Improvements 2010-2012 Cycle)
Amendments to MFRS 13, Fair Value Measurement (Annual Improvements 2010-2012 Cycle and 20112013 Cycle)
Amendments to MFRS 116, Property, Plant and Equipment (Annual Improvements 2010-2012 Cycle)
Amendments to MFRS 119, Employee Benefits Defined Benefit Plans: Employee Contributions
Amendments to MFRS 124, Related Party Disclosures (Annual Improvements 2010-2012 Cycle)
Amendments to MFRS 138, Intangible Assets (Annual Improvements 2010-2012 Cycle)
Amendments to MFRS 140, Investment Property (Annual Improvements 2011-2013 Cycle)
MFRSs, Interpretations and amendments effective for a date yet to be confirmed
MFRS 9, Financial Instruments (2009)
MFRS 9, Financial Instruments (2010)
MFRS 9, Financial Instruments Hedge Accounting and Amendments to MFRS 9, MFRS 7 and
MFRS 139
Amendments to MFRS 7, Financial Instruments: Disclosures Mandatory Effective Date of MFRS 9
and Transition Disclosures
The Group and the Company plan to apply the abovementioned standards, amendments and interpretations
in the respective financial years when the above standards, amendments and interpretations become
effective.
The initial application of these standards, amendments and interpretations are not expected to have any
material financial impacts to the current and prior periods financial statements of the Group and the
Company upon their first adoption.

(b) Basis of measurement


These financial statements have been prepared on the historical cost basis except as disclosed in Note 2.

(c) Functional and presentation currency


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

42

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

(d) Use of estimates and judgements


The preparation of the financial statements in conformity with MFRSs requires management to make
judgements, estimates and assumptions that affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimates are revised and in any future periods affected.
There are no significant areas of estimation uncertainty and critical judgements in applying accounting
policies that have significant effect on the amounts recognised in the financial statements.

2. Significant accounting policies


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

(a) Basis of consolidation


(i)

Subsidiaries
Subsidiaries are entities, including structured entities, controlled by the Company. The financial
statements of subsidiaries are included in the consolidated financial statements from the date that
control commences until the date that control ceases.
The Group adopted MFRS 10, Consolidated Financial Statements in the current financial year. This
resulted in changes to the following policies:
Control exists when the Group is exposed, or has rights, to variable returns from its involvement with
the entity and has the ability to affect those returns through its power over the entity. In the previous
financial years, control exists when the Group has the ability to exercise its power to govern the
financial and operating policies of an entity so as to obtain benefits from its activities.
Potential voting rights are considered when assessing control only when such rights are substantive.
In the previous financial years, potential voting rights are considered when assessing control when
such rights are presently exercisable.
The Group considers it has de facto power over an investee when, despite not having the majority of
voting rights, it has the current ability to direct the activities of the investee that significantly affect
the investees return. In the previous financial years, the Group did not consider de facto power in
its assessment of control.
The change in accounting policy has been made retrospectively and in accordance with the transitional
provision of MFRS 10. The adoption of MFRS 10 has no significant impact to the financial statements
of the Group.
Investments in subsidiaries are measured in the Companys statement of financial position at cost
less any impairment losses, unless the investment is classified as held for sale or distribution. The
cost of investments includes transaction costs.

43

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

(a) Basis of consolidation (continued)


(ii) Business combinations
Business combinations are accounted for using the acquisition method from the acquisition date,
which is the date on which control is transferred to the Group.
For new acquisitions, the Group measures the cost of goodwill at the acquisition date as:
the fair value of the consideration transferred; plus
the recognised amount of any non-controlling interests in the acquiree; plus
if the business combination is achieved in stages, the fair value of the existing equity interest in the
acquiree; less
the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.
For each business combination, the Group elects whether it measures the non-controlling interests in
the acquiree either at fair value or at the proportionate share of the acquirees identifiable net assets
at the acquisition date.
Transaction costs, other than those associated with the issue of debt or equity securities, that the
Group incurs in connection with a business combination are expensed as incurred.
(iii) Acquisitions of non-controlling interests
The Group treats all changes in its ownership interest in a subsidiary that do not result in a loss of
control as equity transactions between the Group and its non-controlling interest holders. Any
difference between the Groups share of net assets before and after the change, and any consideration
received or paid, is adjusted to or against Group reserves.
(iv) Loss of control
Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the
former subsidiary, any non-controlling interests and the other components of equity related to the
former subsidiary from the consolidated statement of financial position. Any surplus or deficit
arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the
former subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently,
it is accounted for as an equity accounted investee or as an available-for-sale financial asset depending
on the level of influence retained.

44

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

(a) Basis of consolidation (continued)


(v) Non-controlling interests
Non-controlling interests at the end of the reporting period, being the equity in a subsidiary not
attributable directly or indirectly to the equity holders of the Company, are presented in the consolidated
statement of financial position and statement of changes in equity within equity, separately from equity
attributable to the owners of the Company. Non-controlling interests in the results of the Group is
presented in the consolidated statement of profit or loss and other comprehensive income as an
allocation of the profit or loss and the comprehensive income for the year between non-controlling
interests and owners of the Company.
Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling
interests even if doing so causes the non-controlling interests to have a deficit balance.
(vi) Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial statements.
Unrealised gains arising from transactions with equity accounted associates are eliminated against
the investment to the extent of the Groups interest in the investees. Unrealised losses are eliminated
in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

(b) Foreign currency


(i)

Foreign currency transactions


Transactions in foreign currencies are translated to the functional currency of Group entities at
exchange rates at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period
are retranslated to the functional currency at the exchange rate at that date.
Non-monetary assets and liabilities denominated in foreign currencies are not retranslated at the end
of the reporting date except for those that are measured at fair value are retranslated to the functional
currency at the exchange rate at the date that the fair value was determined.
Foreign currency differences arising on retranslation are recognised in profit or loss, except for differences
arising on the retranslation of available-for-sale equity instruments or a financial instrument designated
as a hedge of currency risk, which are recognised in other comprehensive income.

(ii) Operations denominated in functional currencies other than Ringgit Malaysia


The assets and liabilities of operations denominated in functional currencies other than RM, including
goodwill and fair value adjustments arising on acquisition, are translated to RM at exchange rates at
the end of the reporting period. The income and expenses of foreign operations, excluding foreign
operations in hyperinflationary economies, are translated to RM at exchange rates at the dates of the
transactions.

45

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

(b) Foreign currency (continued)


(ii) Operations denominated in functional currencies other than Ringgit Malaysia (continued)
Foreign currency differences are recognised in other comprehensive income and accumulated in the
foreign currency translation reserve (FCTR) in equity. However, if the operation is a non-whollyowned subsidiary, then the relevant proportionate share of the translation difference is allocated to
the non-controlling interests. When a foreign operation is disposed of such that control, significant
influence or joint control is lost, the cumulative amount in the FCTR related to that foreign operation
is reclassified to profit or loss as part of the gain or loss on disposal.
When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation
while retaining control, the relevant proportion of the cumulative amount is reattributed to noncontrolling interests. When the Group disposes of only part of its investment in an associate or joint
venture that includes a foreign operation while retaining significant influence or joint control, the
relevant proportion of the cumulative amount is reclassified to profit or loss.
In the consolidated financial statements, when settlement of a monetary item receivable from or
payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange
gains and losses arising from such a monetary item are considered to form part of a net investment in
a foreign operation and are recognised in other comprehensive income, and are presented in the
FCTR in equity.

(c) Financial instruments


(i)

Initial recognition and measurement


A financial asset or a financial liability is recognised in the statement of financial position when, and
only when, the Group or the Company becomes a party to the contractual provisions of the instrument.
A financial instrument is recognised initially, at its fair value plus, in the case of a financial instrument
not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition
or issue of the financial instrument.
An embedded derivative is recognised separately from the host contract and accounted for as a
derivative if, and only if, it is not closely related to the economic characteristics and risks of the host
contract and the host contract is not categorised at fair value through profit or loss. The host contract,
in the event an embedded derivative is recognised separately, is accounted for in accordance with
policy applicable to the nature of the host contract.

(ii) Financial instrument categories and subsequent measurement


The Group and the Company categorise financial instruments as follows:
Financial assets
(a) Financial assets at fair value through profit or loss
Fair value through profit or loss category comprises financial assets that are held for trading,
including derivatives (except for a derivative that is a financial guarantee contract or a designated
and effective hedging instrument) or financial assets that are specifically designated into this
category upon initial recognition.

46

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

(c) Financial instruments (continued)


(ii) Financial instrument categories and subsequent measurement (continued)
(a) Financial assets at fair value through profit or loss (continued)
Derivatives that are linked to and must be settled by delivery of unquoted equity instruments
whose fair values cannot be reliably measured are measured at cost.
Other financial assets categorised as fair value through profit or loss are subsequently measured
at their fair values with the gain or loss recognised in profit or loss.
(b) Held-to-maturity investments
Held-to-maturity investments category comprises debt instruments that are quoted in an active
market and the Group or the Company has the positive intention and ability to hold them to maturity.
Financial assets categorised as held-to-maturity investments are subsequently measured at
amortised cost using the effective interest method.
(c) Loans and receivables
Loans and receivables category comprises debt instruments that are not quoted in an active market.
Financial assets categorised as loans and receivables are subsequently measured at amortised
cost using the effective interest method.
(d) Available-for-sale financial assets
Available-for-sale category comprises investment in equity and debt securities instruments that
are not held for trading.
Investments in equity instruments that do not have a quoted market price in an active market
and whose fair value cannot be reliably measured are measured at cost. Other financial assets
categorised as available-for-sale are subsequently measured at their fair values with the gain or
loss recognised in other comprehensive income, except for impairment losses, foreign exchange
gains and losses arising from monetary items and gains and losses of hedged items attributable
to hedge risks of fair value hedges which are recognised in profit or loss. On derecognition, the
cumulative gain or loss recognised in other comprehensive income is reclassified from equity
into profit or loss. Interest calculated for a debt instrument using the effective interest method is
recognised in profit or loss.
All financial assets, except for those measured at fair value through profit or loss, are subject to
review for impairment (see Note 2(i)(i)).
.

47

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

(c) Financial instruments (continued)


(ii) Financial instrument categories and subsequent measurement (continued)
Financial liabilities
All financial liabilities are subsequently measured at amortised cost other than those categorised as
fair value through profit or loss.
Fair value through profit or loss category comprises financial liabilities that are derivatives (except
for a derivative that is a financial guarantee contract or a designated and effective hedging instrument)
or financial liabilities that are specifically designated into this category upon initial recognition.
Derivatives that are linked to and must be settled by delivery of unquoted equity instruments whose
fair values cannot be reliably measured are measured at cost.
Other financial liabilities categorised as fair value through profit or loss are subsequently measured
at their fair values with the gain or loss recognised in profit or loss.
(iii) Financial guarantee contracts
A financial guarantee contract is a contract that requires the issuer to make specified payments to
reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due
in accordance with the original or modified terms of a debt instrument.
Financial guarantee contracts are classified as deferred income and are amortised to profit or loss
using a straight-line method over the contractual period or, when there is no specified contractual
period, recognised in profit or loss upon discharge of the guarantee. When settlement of a financial
guarantee contract becomes probable, an estimate of the obligation is made. If the carrying value of
the financial guarantee contract is lower than the obligation, the carrying value is adjusted to the
obligation amount and accounted for as a provision.
(iv) Regular way purchase or sale of financial assets
A regular way purchase or sale is a purchase or sale of a financial asset under a contract whose terms
require delivery of the asset within the time frame established generally by regulation or convention
in the marketplace concerned.
A regular way purchase or sale of financial assets is recognised and derecognised, as applicable,
using trade date accounting. Trade date accounting refers to:
(a) the recognition of an asset to be received and the liability to pay for it on the trade date, and
(b) derecognition of an asset that is sold, recognition of any gain or loss on disposal and the recognition
of a receivable from the buyer for payment on the trade date.

48

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

(c) Financial instruments (continued)


(v) Derecognition
A financial asset or part of it is derecognised when, and only when the contractual rights to the cash
flows from the financial asset expire or the financial asset is transferred to another party without
retaining control or substantially all risks and rewards of the asset. On derecognition of a financial
asset, the difference between the carrying amount and the sum of the consideration received
(including any new asset obtained less any new liability assumed) and any cumulative gain or loss
that had been recognised in equity is recognised in profit or loss.
A financial liability or a part of it is derecognised when, and only when, the obligation specified in
the contract is discharged or cancelled or expires. On derecognition of a financial liability, the
difference between the carrying amount of the financial liability extinguished or transferred to another
party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is
recognised in profit or loss.

(d) Property, plant and equipment


(i)

Recognition and measurement


Items of property, plant and equipment are measured at cost less any accumulated depreciation and
any accumulated impairment losses.
Cost includes expenditures that are directly attributable to the acquisition of the asset and any other
costs directly attributable to bringing the asset to working condition for its intended use, and the costs
of dismantling and removing the items and restoring the site on which they are located. The cost of
self-constructed assets also includes the cost of materials and direct labour. For qualifying assets,
borrowing costs are capitalised in accordance with the accounting policy on borrowing costs. Cost
also may include transfers from equity of any gain or loss on qualifying cash flow hedges of foreign
currency purchases of property, plant and equipment.
Purchased software that is integral to the functionality of the related equipment is capitalised as part
of that equipment.
The cost of property, plant and equipment recognised as a result of a business combination is based
on fair value at acquisition date and in accordance to Note 2(q).
When significant parts of an item of property, plant and equipment have different useful lives, they
are accounted for as separate items (major components) of property, plant and equipment.
The gain or loss on disposal of an item of property, plant and equipment is determined by comparing
the proceeds from disposal with the carrying amount of property, plant and equipment and is recognised
net within other income and other expenses respectively in profit or loss.

(ii) Subsequent costs


The cost of replacing a component of an item of property, plant and equipment is recognised in the
carrying amount of the item if it is probable that the future economic benefits embodied within the
component will flow to the Group or the Company, and its cost can be measured reliably. The carrying
amount of the replaced component is derecognised to profit or loss. The costs of the day-to-day servicing
of property, plant and equipment are recognised in profit or loss as incurred.

49

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

(d) Property, plant and equipment (continued)


(iii) Depreciation
Depreciation is based on the cost of an asset less its residual value. Significant components of
individual assets are assessed, and if a component has a useful life that is different from the remainder
of that asset, then that component is depreciated separately.
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of
each component of an item of property, plant and equipment. Buildings are depreciated on a straightline basis over 20 to 50 years. Freehold land is not depreciated. Property, plant and equipment under
construction are not depreciated until the assets are ready for their intended use.
The estimated useful lives for the current and comparative periods are as follows:
Plant and machinery
Office equipment, furniture, fittings and electrical installation
Motor vehicles

10 - 12 1/2 years
4 - 10 years
5 years

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

(e) Leased assets


(i)

Finance lease
Leases in terms of which the Group or the Company assumes substantially all the risks and rewards
of ownership are classified as finance leases. Upon initial recognition, the leased asset is measured
at an amount equal to the lower of its fair value and the present value of the minimum lease payments.
Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy
applicable to that asset.
Minimum lease payments made under finance leases are apportioned between the finance expense
and the reduction of the outstanding liability. The finance expense is allocated to each period during
the lease term so as to produce a constant periodic rate of interest on the remaining balance of the
liability. Contingent lease payments are accounted for by revising the minimum lease payments
over the remaining term of the lease when the lease adjustment is confirmed.

(ii) Operating lease


Leases, where the Group or the Company does not assume substantially all the risks and rewards of
ownership are classified as operating leases and, except for property interest held under operating
lease, the leased assets are not recognised in the statement of financial position of the Group or the
Company. Property interest held under an operating lease, which is held to earn rental income or for
capital appreciation or both, is classified as investment property.
Payments made under operating leases are recognised in profit or loss on a straight-line basis over
the term of the lease. Lease incentives received are recognised in profit or loss as an integral part of
the total lease expense, over the term of the lease. Contingent rentals are charged to profit or loss in
the reporting period in which they are incurred.
Leasehold land which in substance in an operating lease is classified as prepaid lease payments.

50

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

(f) Inventories
Inventories are measured at the lower of cost and net realisable value.
The cost of inventories is measured based on first-in first-out basis, and includes expenditure incurred in
acquiring the inventories, production or conversion costs and other costs incurred in bringing them to
their existing location and condition. In the case of work-in-progress and finished goods, cost includes an
appropriate share of production overheads based on normal operating capacity.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated
costs of completion and the estimated costs necessary to make the sale.

(g) Non-current assets held for sale or distribution to owners


Non-current assets, or disposal group comprising assets and liabilities that are expected to be recovered
primarily through sale or distribution to owners rather than through continuing use, are classified as held
for sale or distribution.
Immediately before classification as held for sale or distribution, the assets, or components of a disposal
group, are remeasured in accordance with the Groups accounting policies. Thereafter generally the assets,
or disposal group are measured at the lower of their carrying amount and fair value less costs of disposal.
Any impairment loss on a disposal group is first allocated to goodwill, and then to remaining assets and
liabilities on pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax
assets, employee benefit assets and investment property, which continue to be measured in accordance
with the Groups accounting policies. Impairment losses on initial classification as held for sale or
distribution and subsequent gains or losses on remeasurement are recognised in profit or loss. Gains are
not recognised in excess of any cumulative impairment loss.
Intangible assets and property, plant and equipment once classified as held for sale or distribution are not
amortised or depreciated. In addition, equity accounting of equity-accounted associates ceases once classified
as held for sale or distribution.

(h) Cash and cash equivalents


Cash and cash equivalents consist of cash on hand, balances and deposits with banks and highly liquid
investments which have an insignificant risk of changes in fair value. For the purpose of the statement of
cash flows, cash and cash equivalents are presented net of bank overdrafts and pledged deposits.

(i) Impairment
(i)

Financial assets
All financial assets (except for financial assets categorised as fair value through profit or loss and
investments in subsidiaries) are assessed at each reporting date whether there is any objective
evidence of impairment as a result of one or more events having an impact on the estimated future
cash flows of the asset. Losses expected as a result of future events, no matter how likely, are not
recognised. For an investment in an equity instrument, a significant or prolonged decline in the fair
value below its cost is an objective evidence of impairment. If any such objective evidence exists,
then the impairment loss of the financial asset is estimated.

51

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

(i) Impairment (continued)


(i)

Financial assets (continued)


An impairment loss in respect of loans and receivables and held-to-maturity investments is recognised
in profit or loss and is measured as the difference between the assets carrying amount and the present
value of estimated future cash flows discounted at the assets original effective interest rate. The
carrying amount of the asset is reduced through the use of an allowance account.
An impairment loss in respect of available-for-sale financial assets is recognised in profit or loss and
is measured as the difference between the assets acquisition cost (net of any principal repayment and
amortisation) and the assets current fair value, less any impairment loss previously recognised.
Where a decline in the fair value of an available-for-sale financial asset has been recognised in the
other comprehensive income, the cumulative loss in other comprehensive income is reclassified from
equity to profit or loss.
An impairment loss in respect of unquoted equity instrument that is carried at cost is recognised in
profit or loss and is measured as the difference between the financial assets carrying amount and the
present value of estimated future cash flows discounted at the current market rate of return for a
similar financial asset.
Impairment losses recognised in profit or loss for an investment in an equity instrument classified as
available for sale is not reversed through profit or loss.
If, in a subsequent period, the fair value of a debt instrument increases and the increase can be
objectively related to an event occurring after the impairment loss was recognised in profit or loss,
the impairment loss is reversed, to the extent that the assets carrying amount does not exceed what
the carrying amount would have been had the impairment not been recognised at the date the
impairment is reversed. The amount of the reversal is recognised in profit or loss.

(ii) Other assets


The carrying amounts of other assets (except for inventories, deferred tax assets and assets arising
from employee benefits and non-current assets (or disposal groups) classified as held for sale) are
reviewed at the end of each reporting period to determine whether there is any indication of
impairment. If any such indication exists, then the assets recoverable amount is estimated. For
goodwill, and intangible assets that have indefinite useful lives or that are not yet available for use,
the recoverable amount is estimated each period at the same time.
For the purpose of impairment testing, assets are grouped together into the smallest group of assets
that generates cash inflows from continuing use that are largely independent of the cash inflows of
other assets or cash-generating units. Subject to an operating segment ceiling test, for the purpose
of goodwill impairment testing, cash-generating units to which goodwill has been allocated are
aggregated so that the level at which impairment testing is performed reflects the lowest level at
which goodwill is monitored for internal reporting purposes. The goodwill acquired in a business
combination, for the purpose of impairment testing, is allocated to group of cash-generating units
that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its
fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset or cash-generating unit.

52

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

(j) Impairment (continued)


(ii) Other assets (continued)
An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit
exceeds its estimated recoverable amount.
Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cashgenerating units are allocated first to reduce the carrying amount of any goodwill allocated to the
cash-generating unit (group of cash-generating units) and then to reduce the carrying amount of the
other assets in the cash-generating unit (groups of cash-generating units) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment
losses recognised in prior periods are assessed at the end of each reporting period for any indications
that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a
change in the estimates used to determine the recoverable amount since the last impairment loss was
recognised. An impairment loss is reversed only to the extent that the assets carrying amount does
not exceed the carrying amount that would have been determined, net of depreciation or amortisation,
if no impairment loss had been recognised. Reversals of impairment losses are credited to profit or
loss in the financial year in which the reversals are recognised.

(j) Equity instruments


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

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

(ii) Repurchase, disposal and reissue of share capital


When share capital recognised as equity is repurchased, the amount of the consideration paid, including
directly attributable costs, net of any tax effects, is recognised as a deduction from equity. Repurchased
shares that are not subsequently cancelled are classified as treasury shares in the statement of changes
in equity.
Where treasury shares are sold or reissued subsequently, the difference between the sales consideration
net of directly attributable costs and the carrying amount of the treasury shares is recognised in equity,
and the resulting surplus or deficit on the transaction is presented in share premium.

(k) Income tax


Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in
profit or loss except to the extent that it relates to a business combination or items recognised directly in
equity or other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax
rates enacted or substantively enacted by the end of the reporting period, and any adjustment to tax payable
in respect of previous financial years.

53

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

(k) Income tax (continued)


Deferred tax is recognised using the liability method, providing for temporary differences between the
carrying amounts of assets and liabilities in the statement of financial position and their tax bases. Deferred
tax is not recognised for the following temporary differences: the initial recognition of goodwill, the initial
recognition of assets or liabilities in a transaction that is not a business combination and that affects neither
accounting nor taxable profit or loss. Deferred tax is measured at the tax rates that are expected to be
applied to the temporary differences when they reverse, based on the laws that have been enacted or
substantively enacted by the end of the reporting period.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities
and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or
on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax
assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available
against which the temporary difference can be utilised. Deferred tax assets are reviewed at the end of each
reporting period and are reduced to the extent that it is no longer probable that the related tax benefit will
be realised.
Unutilised reinvestment allowance and investment tax allowance, being tax incentives that is not a tax
base of an asset, is recognised as a deferred tax asset to the extent that it is probable that the future taxable
profits will be available against the unutilised tax incentive can be utilised.

(l) Revenue and other income


(i)

Goods sold
Revenue from the sale of goods in the course of ordinary activities is measured at fair value of the
consideration received or receivable, net of returns and allowances, trade discount and volume rebates.
Revenue is recognised when persuasive evidence exists, usually in the form of an executed sales
agreement, that the significant risks and rewards of ownership have been transferred to the customer,
recovery of the consideration is probable, the associated costs and possible return of goods can be
estimated reliably, and there is no continuing management involvement with the goods, and the
amount of revenue can be measured reliably. If it is probable that discounts will be granted and the
amount can be measured reliably, then the discount is recognised as a reduction of revenue as the
sales are recognised.

(ii) Dividend income


Dividend income is recognised in profit or loss on the date that the Groups or the Companys right
to receive payment is established, which in the case of quoted securities is the ex-dividend date.
(iii) Management fee income
Management fee income is recognised upon services rendered.
(iv) Interest income
Interest income is recognised as it accrues using the effective interest method in profit or loss except
for interest income arising from temporary investment of borrowings taken specifically for the
purpose of obtaining a qualifying asset which is accounted for in accordance with the accounting
policy on borrowing costs.

54

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

(l) Revenue and other income (continued)


(v) Rental income
Rental income is recognised in profit or loss on a straight-line basis over the term of the lease. Lease
incentives granted are recognised as an integral part of the total rental income, over the term of the lease.
(vi) Membership fee income
The membership fee are recognised based on a receipt basis.

(m) Borrowing costs


Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying
asset are recognised in profit or loss using the effective interest method.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets,
which are assets that necessarily take a substantial period of time to get ready for their intended use or sale,
are capitalised as part of the cost of those assets.
The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when expenditure
for the asset is being incurred, borrowing costs are being incurred and activities that are necessary to prepare
the asset for its intended use or sale are in progress. Capitalisation of borrowing costs is suspended or
ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or
sale are interrupted or completed.
Investment income earned on the temporary investment of specific borrowings pending their expenditure
on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

(n) Employee benefits


(i)

Short-term employee benefits


Short-term employee benefit obligations in respect of salaries, annual bonuses, paid annual leave and
sick leave are measured on an undiscounted basis and are expensed as the related service is provided.
A liability is recognized for the amount expected to be paid under short term cash bonus or
profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as
a result of past service provided by the employee and the obligation can be estimated reliably.

(ii) State plans


The Groups contributions to statutory pension funds are charged to profit or loss in the financial year
to which they relate. Prepaid contributions are recognised as an asset to the extent that a cash refund
or a reduction in future payments is available.

55

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

(o) Earnings per ordinary share


The Group presents basic and diluted earnings per share data for its ordinary shares (EPS).
Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by
the weighted average number of ordinary shares outstanding during the period, adjusted for own shares held.
Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the
weighted average number of ordinary shares outstanding adjusted for own shares held for the effects of all
dilutive potential ordinary shares, which comprise convertible notes and share options granted to employees.

(p) 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 revenues and expenses that relate to transactions with any of
the Groups other components. An operating segments operating results are reviewed regularly by the
chief operating decision maker, which in this case is the Managing Director of the Group, to make decisions
about resources to be allocated to the segment and to assess its performance, and for which discrete
financial information is available.

(q) Fair value measurement


From 1 April 2013, the Group adopted MFRS 13, Fair Value Measurement which prescribed that fair value
of an asset or a liability, except for share-based payment and lease transactions, is determined as the price
that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The measurement assumes that the transaction to sell the asset or
transfer the liability takes place either in the principal market or in the absence of a principal market, in
the most advantageous market.
For non-financial asset, the fair value measurement takes into account a market participants ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another market
participant that would use the asset in its highest and best use.
In accordance with the transitional provision of MFRS 13, the Group applied the new fair value measurement
guidance prospectively, and has not provided any comparative fair value information for new disclosures.
The adoption of MFRS 13 has not significantly affected the measurements of the Groups assets or liabilities
other than the additional disclosures.

56

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

3. Property, plant and equipment

Group

Land
and
buildings
RM

Plant
and
machinery
RM

Office
equipment,
furniture,
fittings and
electrical
installation
RM

21,243,357
76,218
--

48,311,429
6,781,003
--

7,034,489
65,811
(25,898)

Motor
vehicles
RM

Total
RM

1,762,306
128,869
--

78,351,581
7,051,901
(25,898)

---

(520,002)
134,025

At cost
At 1 April 2012
Additions
Disposals/Written off
Transfer to asset held
for sale
Exchange difference

(520,002)
13,232

-119,066

-1,727

At 31 March 2013/
1 April 2013
Additions
Disposals/Written off
Exchange difference

20,812,805
240,912
-58,290

55,211,498
2,811,855
(205,015)
154,634

7,076,129
199,891
(99,545)
3,872

1,891,175
----

84,991,607
3,252,658
(304,560)
216,796

At 31 March 2014

21,112,007

57,972,972

7,180,347

1,891,175

88,156,501

4,284,106
1,013,947
--

27,844,231
3,277,644
--

4,617,828
436,971
(9,419)

Accumulated
depreciation
At 1 April 2012
Depreciation charge
Disposals/Written off
Transfer to asset held
for sale
Exchange difference

(51,584)
665

-99,070

-1,086

907,804
316,348
--

37,653,969
5,044,910
(9,419)

---

(51,584)
100,821

At 31 March 2013/
1 April 2013
Depreciation charge
Disposals/Written off
Exchange difference

5,247,134
973,035
-15,225

31,220,945
3,631,191
(129,569)
35,928

5,046,466
389,651
(99,545)
2,340

1,224,152
299,347
---

42,738,697
5,293,224
(229,114)
53,493

At 31 March 2014

6,235,394

34,758,495

5,338,912

1,523,499

47,856,300

At 1 April 2012
Impairment loss

---

1,294,565
461,624

35,144
--

1,945
--

1,331,654
461,624

At 31 March 2013/
1 April 2013
Impairment loss

---

1,756,189
293,270

35,144
--

1,945
--

1,793,278
293,270

At 31 March 2014

--

2,049,459

35,144

1,945

2,086,548

At 31 March 2014

14,876,613

21,165,018

1,806,291

365,731

38,213,653

At 31 March 2013

15,565,671

22,234,364

1,994,519

665,078

40,459,632

Accumulated
impairment losses

Carrying amounts

57

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

3. Property, plant and equipment (continued)


Office
equipment,
furniture
and fittings
RM

Company
At cost
At 1 April 2012/31 March 2013

11,324

At 1 April 2013/31 March 2014

11,324

Accumulated depreciation
At 1 April 2012
Depreciation charge

5,416
1,134

At 31 March 2013/1 April 2013


Depreciation charge

6,550
1,132

At 31 March 2014

7,682

Carrying amounts
At 31 March 2014

3,642

At 31 March 2013

4,774

Group
Carrying amounts of land and buildings
At cost
Buildings
Freehold land

2014
RM

2013
RM

13,476,613
1,400,000

14,165,671
1,400,000

14,876,613

15,565,671

Leased motor vehicles


At 31 March 2014, the net carrying amount of leased motor vehicles was RM301,859 (2013: RM530,708).
Security
The leased motor vehicles as discussed above secures lease obligations (see Note 13).
The property, plant and equipment of the Group with a carrying amount of RM5,137,698 (2013: RM5,219,418)
are charged to banks as security for credit facilities as disclosed in Note 13.

58

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

4. Prepaid lease payments


Leasehold
land
unexpired
period less
than 50 years
RM

Group
At cost
At 1 April 2012/31 March 2013

6,642,178

At 1 April 2013/31 March 2014

6,642,178

Accumulated amortisation
At 1 April 2012
Amortisation charge

2,524,561
95,113

At 31 March 2013/1 April 2013


Amortisation charge

2,619,674
95,113

At 31 March 2014

2,714,787

Carrying amounts
At 31 March 2014

3,927,391

At 31 March 2013

4,022,504

5. Investments in subsidiaries

Company
2014
RM

Unquoted shares, at cost


Less: Impairment loss

2013
RM

37,708,646
(1,248,000)

37,708,646
(1,248,000)

36,460,646

36,460,646

Details of the subsidiaries are as follows:


Country of
incorporation

Effective
ownership interest
and voting interest
2014
2013
%
%

Name of entity

Principal activities

Eversynergy Sdn. Bhd.

Property holdings

Malaysia

100

100

Multiview Enterprises
Sdn. Bhd.

Sales and marketing of


industrial packaging
tapes, materials and
machinery and household
care products

Malaysia

100

100

59

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

5. Investments in subsidiaries (continued)


Country of
incorporation

Effective
ownership interest
and voting interest
2014
2013
%
%

Name of entity

Principal activities

Prestige Packages Sdn. Bhd.

Manufacture and sale of


multi-wall paper bags
woven laminated bags
and pulp moulded
products

Malaysia

100

100

Cenbond Packages Sdn.


Bhd. (formerly known as
Southern Polymer Products
Sdn. Bhd.)

Manufacturing and sale


of plastic moulded
products, packaging
products and paper
products

Malaysia

100

100

Pro-Art Printer Sdn. Bhd.

Dormant

Malaysia

100

100

CB Bags Sdn. Bhd.

Investment holding

Malaysia

100

100

Polyplus Packages Sdn. Bhd.

Manufacture and sale of


corrugated carton boxes

Malaysia

100

100

Prestige Packages (Vietnam)


Co. Ltd.#

In liquidation

Vietnam

100

100

Subsidiaries of Prestige Packages Sdn. Bhd.


Imej Duta Sdn. Bhd.

Property holdings

Malaysia

100

100

Brandpak Industries
Sdn. Bhd.

Manufacture and
marketing of stretch
films, plastic bags and
liners

Malaysia

100

100

PT. Prestige Packages


Indonesia*

Manufacture and sale of


cement paper bags

Indonesia

100

100

Cengreen Global Sdn. Bhd.

Distribution of beauty and


health products

Malaysia

100

100

Esteem Packaging Pte. Ltd.*

Trading in paper and


plastic packaging
products

Singapore

80

80

Panoramic Packages
Sdn. Bhd.@

Trading of carton boxes

Malaysia

60

60

60

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

5. Investments in subsidiaries (continued)


Name of entity

Principal activities

Country of
incorporation

Effective
ownership interest
and voting interest
2014
2013
%
%

Subsidiaries of Multiview Enterprises Sdn. Bhd.


Multiview Packaging
Sdn. Bhd.

Manufacture and trading


in industrial packaging
tapes and related products

Malaysia

100

100

Prior Packaging Industries


Sdn. Bhd.

Manufacture and sale of


expanded polyethylene
foam and industrial
carton staples

Malaysia

100

100

Multiview (S) Pte. Ltd.*

Sales and marketing of


household care products
and packaging materials

Singapore

100

100

Ready Chemical (M)


Sdn. Bhd.

Letting machineries

Malaysia

78

78

Macro Chemicals Sdn. Bhd.

Contract manufacturing of
adhesive and household
care products

Malaysia

100

100

Imej Harmoni Sdn. Bhd.

Property holdings

Malaysia

100

100

Prestige Manila Venture


Sdn. Bhd.^

Investment holding

Malaysia

--

100

Philippine Cenbond
Packaging Inc.^

In liquidation

Philippines

--

51

Malaysia

70

70

Subsidiaries of CB Bags Sdn. Bhd.


Prestige Packages (Perlis)
Sdn. Bhd.

Manufacture and sale of


cement paper bags

*
#

Not audited by member firms of KPMG International.


Management accounts were used for the preparation of consolidated financial statements. In the
opinion of the Directors, the results and the financial position as at 31 March 2014 the subsidiary is
not material to the consolidated financial statements as the subsidiary is dormant during the year.
^ On 27 January 2014, Multiview Enterprises Sdn. Bhd. had disposed its entire equity interest in Prestige
Manila Venture Sdn. Bhd. (PMV) to two (2) third parties for a cash consideration of RM2. Following
the disposal, Philippine Cenbond Packaging Inc., a 51% owned subsidiary of PMV also ceased as a
subsidiary of the Group. The effect of the disposal is not material to the Group.
@ On 29 May 2014, Prestige Packages Sdn. Bhd. had disposed its entire equity interest in Panoramic
Packages Sdn. Bhd. to two (2) third parties for a cash consideration of RM2. The effect of disposal is
not material to the Group.

61

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

5. Investments in subsidiaries (continued)


5.1 Non-controlling interest in subsidiaries
The Groups subsidiaries that have material non-controlling interests (NCI) are as follows:
2014
Esteem
Packaging
Pte. Ltd.

Other
subsidiaries
with
immaterial
NCI

30%
RM
4,104,770

20%
RM
2,598,610

RM
51,594

RM
6,754,974

653,159

729,917

202,537

1,585,613

Prestige
Packages
(Perlis)
Sdn. Bhd.
NCI percentage of
ownership interest and
voting interest
Carrying amount of NCI
Comprehensive income
allocated to NCI

Total

2014
Prestige
Packages
(Perlis)
Sdn. Bhd.
RM

Esteem
Packaging
Pte. Ltd.
RM

As at 31 March
Non-current assets
Current assets
Current liabilities
Non-current liabilities

162,684
14,666,862
(1,109,980)
(37,000)

1,345,239
19,452,868
(8,585,530)
(21,846)

Net assets

13,682,566

12,190,731

Year ended 31 March


Revenue
Profit for the year
Total comprehensive income

15,284,619
1,852,789
1,852,789

21,434,652
3,325,179
4,127,497

Summarised financial information


before intra-group elimination

Cash flows from operating activities


Cash flows used in investing activities
Cash flows used in financing activities

145,236
(11,589)
(750,000)

4,590,211
(377,872)
--

Net (decrease)/increase in cash and cash equivalents

(616,353)

4,212,339

Dividends paid to NCI

--

62

517,787

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

5. Investments in subsidiaries (continued)


5.1 Non-controlling interest in subsidiaries (continued)
2013
Prestige
Packages
(Perlis)
Sdn. Bhd.
NCI percentage of
ownership interest and
voting interest

Esteem
Packaging
Pte. Ltd.

Other
subsidiaries
with
immaterial
NCI

Total

Carrying amount of NCI

30%
RM
3,548,933

20%
RM
2,190,082

RM
(51,867)

RM
5,687,148

Comprehensive income/
(expense) allocated to
NCI

578,890

831,306

(5,622)

1,404,574

2013
Prestige
Packages
(Perlis)
Sdn. Bhd.
RM

Esteem
Packaging
Pte. Ltd.
RM

As at 31 March
Non-current assets
Current assets
Current liabilities
Non-current liabilities

339,264
13,544,142
(1,971,629)
(82,000)

922,500
16,975,253
(6,941,498)
(5,844)

Net assets

11,829,777

10,950,411

Year ended 31 March


Revenue
Profit for the year
Total comprehensive income

17,309,575
1,929,633
1,929,633

23,854,038
4,156,530
4,216,178

Summarised financial information


before intra-group elimination

Cash flows from operating activities


Cash flows used in investing activities

2,262,877
(1,269)

4,837,195
(1,093,671)

Net increase in cash and cash equivalents

2,261,608

3,743,524

225,000

--

Dividends paid to NCI

63

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

6. Deferred tax assets/(liabilities)


Recognised deferred tax assets/(liabilities)
The amounts determined after appropriate offsetting are as follows:
Group
2014
RM
Deferred tax assets
Deferred tax liabilities

2013
RM

27,013
(4,275,146)

76,910
(4,438,944)

(4,248,133)

(4,362,034)

Deferred tax liabilities and assets are offset above where there is a legally enforceable right to set off current
tax assets against current tax liabilities and where the deferred taxes relate to the same taxation authority.
Deferred tax assets and liabilities are attributable to the following:
Group
2014
RM

Property, plant and equipment


- capital allowances
- revaluation
Inventories
Trade receivables
Unabsorbed capital allowances
Unutilised tax losses
Others

2013
RM

(2,722,884)
(1,392,500)
14,000
157,000
--(303,749)

(3,410,669)
(1,308,500)
243,000
32,000
233,000
23,000
(173,865)

(4,248,133)

(4,362,034)

Unrecognised deferred tax assets


Deferred tax assets have not been recognised in subsidiaries in respect of the following items (stated at gross):
Group

Taxable temporary differences


Unabsorbed capital allowances
Unutilised tax losses

2014
RM

2013
RM

289,000
(594,000)
(847,000)

--(570,000)

(1,152,000)

(570,000)

The unabsorbed capital allowances and unutilised tax losses do not expire under current tax legislation.
Deferred tax assets have not been recognised in respect of these items because it is not probable that future
taxable profit will be available against which the subsidiary can utilise the benefits there from.

64

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

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


Movement in temporary differences during the year:
At
1 April
2013
RM

Group
Property, plant and equipment
- capital allowances
- revaluation
Inventories
Trade receivables
Provision
Unabsorbed capital allowances
Unutilised tax losses
Others

At
31 March
2014
RM

(3,410,669)
(1,308,500)
243,000
32,000
67,910
233,000
23,000
(241,775)

687,785
(84,000)
(229,000)
125,000
(34,897)
(233,000)
(23,000)
(94,987)

(2,722,884)
(1,392,500)
14,000
157,000
33,013
--(336,762)

(4,362,034)

113,901

(4,248,133)

At
1 April
2012
RM

Property, plant and equipment


- capital allowances
- revaluation
Inventories
Trade receivables
Provision
Unabsorbed capital allowances
Unutilised tax losses
Others

Recognised
in profit
or loss
(Note 16)
RM

Recognised
in profit
or loss
(Note 16)
RM

At
31 March
2013
RM

(3,202,613)
(1,330,500)
29,000
72,000
-177,000
30,000
(64,000)

(208,056)
22,000
214,000
(40,000)
67,910
56,000
(7,000)
(177,775)

(3,410,669)
(1,308,500)
243,000
32,000
67,910
233,000
23,000
(241,775)

(4,289,113)

(72,921)

(4,362,034)

7. Inventories
Group

Raw materials
Work-in-progress
Finished goods

65

2014
RM

2013
RM

21,982,345
1,634,001
6,219,429

17,535,373
1,944,076
5,989,527

29,835,775

25,468,976

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

8. Trade and other receivables


Group

Trade receivables
Other receivables, deposits
and prepayments

Company

2014
RM

2013
RM

2014
RM

2013
RM

45,710,454

46,097,743

--

--

9,087,906

1,921,104

1,515

1,515

54,798,360

48,018,847

1,515

1,515

Included in trade receivables of the Group are amounts due from a company in which a corporate shareholder
of a subsidiary has substantial interest and company in which the Directors close family member has
substantial financial interest as follows:
Group
2014
2013
RM
RM
Trade receivables

7,530,013

5,613,110

9. Due from subsidiaries


The amounts due from subsidiaries are non-trade in nature, unsecured, interest free and have no fixed terms
of repayment.

10. Cash and cash equivalents

Deposits with licensed banks


Cash and bank balances

Group
2014
2013
RM
RM
45,357,946
42,930,636
37,447,930
33,934,788

Company
2014
2013
RM
RM
19,735,374
17,267,032
121,784
98,809

82,805,876

19,857,158

76,865,424

17,365,841

11. Assets classified as held for sale


In prior year, the Group entered into an agreement to dispose a subsidiarys freehold land and building. The
disposal was completed on 31 May 2013.
The property held for sale comprise the following:
Group
2014
RM
Freehold land
Building

66

2013
RM
---

220,000
248,418

--

468,418

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

12. Capital and reserves


Share capital
Group/Company

Ordinary shares of RM0.50 each:


Authorised
Issued and fully paid

Group/Company
Number of ordinary shares
2014
2013

2014
RM

2013
RM

100,000,000

100,000,000

200,000,000

200,000,000

60,000,000

60,000,000

120,000,000

120,000,000

2013
RM

2014
RM

Reserves
Group
2014
RM
Non-distributable
Translation reserve
Distributable
Retained earnings

1,277,617

Company

(152,760)

2013
RM
--

--

102,632,030

91,107,847

6,282,723

3,892,331

103,909,647

90,955,087

6,282,723

3,892,331

Translation reserve
Translation reserve represents the exchange differences arising on translation of the financial statements
of the foreign subsidiaries.

13 Loans and borrowings


Group
2014
RM

2013
RM

Non-current
Secured
- Finance lease liabilities

86,672

271,712

Current
Secured
- Finance lease liabilities

188,100

180,000

-4,760,134

197,291
3,950,184

4,760,134

4,147,475

4,948,234

4,327,475

5,034,906

4,599,187

Unsecured
- Bank overdrafts
- Trust receipts

Total borrowings

67

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

13. Loans and borrowings


The borrowings of the Group are secured by way of:
(i) fixed charge on certain buildings and a piece of leasehold industrial land of a subsidiary; and
(ii) debentures creating fixed and floating charges over the present and future assets of a subsidiary.
Finance lease liabilities
Finance lease liabilities are payable as follows:
Future
minimum
lease
payments
RM

Group
2014
Less than one year
Between one and five years

2013
Less than one year
Between one and five years

Present
value of
minimum
lease
payments
RM

Interest
RM

208,392
103,444

20,292
16,772

188,100
86,672

311,836

37,064

274,772

208,392
316,876

28,392
45,164

180,000
271,712

525,268

73,556

451,712

14. Trade and other payables


Group

Trade payables
Other payables and
accrued expenses

Company

2014
RM

2013
RM

2014
RM

2013
RM

20,038,824

14,956,714

7,877

9,066

7,595,330

11,886,660

205,716

166,061

27,634,154

26,843,374

213,593

175,127

Included in trade and other payables of the Group are amounts due to companies in which certain Directors of
the Group have substantial financial interest as follows:
Group

Trade payables
Other payables

68

2014
RM

2013
RM

394,711
165,635

141,604
200,192

560,346

341,796

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

15. Profit before tax


Group
2014
RM

Profit before tax is arrived at


after charging/(crediting)
Auditors remuneration:
- Audit fees
- Companys auditors
216,000
- Other auditors
57,283
- Over provided in prior year
(815)
- Non-audit fees
- KPMG Malaysia
35,000
- Local affiliates of KPMG Malaysia
71,600
Bad debts written off
23,523
Depreciation and amortisation
5,388,337
Personnel expenses (including
key management personnel):
- Contributions to state plans
589,758
- Wages, salaries and others
9,644,037
Reversal of allowance for
slow moving inventories
(858,668)
Impairment loss on/
(Reversal of):
- property, plant and equipment
293,270
- receivables
53,136
Rental of:
- land and buildings
331,464
- machinery and equipment
243,449
- hostel
56,836
(Gain)/Loss on disposal of
- property, plant and equipment
13,494
- asset classified as held for sale
(95,582)
- a subsidiary
(148,910)
Foreign exchange:
- unrealised gain
(1,374,394)
- realised loss/(gain)
129,589
Rental income on:
- land and building
-- machinery and equipment
--

Company
2013
RM

2014
RM

2013
RM

218,000
54,619
--

35,000
---

35,000
---

35,000
68,800
100,098
5,140,023

35,000
5,000
-1,132

35,000
5,000
-1,134

534,936
9,913,482

21,646
274,391

20,281
275,627

(323,160)

--

--

461,624
(157,640)

---

---

429,451
176,974
61,944

----

----

(285,106)
-(160,391)

----

----

(968,397)
(94,656)

-24

(57,200)
(83,400)

---

-(802)
---

Key management personnel compensation


The key management personnel compensation are as follows:

Directors
- Fees
- Remunerations
- Contributions to state plans

Group
2014
2013
RM
RM
126,000
96,000
2,441,721
2,033,887
190,716
119,996

Company
2014
2013
RM
RM
126,000
96,000
-----

Total short-term employee


benefits

2,758,437

126,000

69

2,249,883

96,000

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

16. Tax expense


Recognised in profit or loss
Major components of income tax expense include:
Group
2014
RM
Current tax expense
- Malaysian tax
- Current year
- Prior year
- Foreign tax
- Current year
- Prior year

Deferred tax (income)/expense


- Origination and reversal of
temporary differences
- Prior year

Total tax expense

Company
2013
RM

2014
RM

2013
RM

5,441,187
68,347

4,466,900
261,998

257,000
155,091

153,000
22,209

5,509,534

4,728,898

412,091

175,209

1,005,559
(5,812)

1,378,837
(87,684)

---

---

999,747

1,291,153

--

--

6,509,281

6,020,051

412,091

175,209

(301,901)
188,000

406,021
(333,100)

---

---

(113,901)

72,921

--

--

6,395,380

6,092,972

412,091

175,209

RM000

RM000

RM000

RM000

Reconciliation of tax expense


Profit before tax
Income tax calculated using
Malaysian tax rate of 25%
Non-deductible expenses
Effect of deferred tax assets
not recognised
Effect of changes in tax rate*
Effect of different tax rates
in foreign jurisdictions
Tax incentives
Non-taxable income
Others

24,843

26,650

8,503

4,715

6,211
456

6,663
289

2,126
33

1,179
32

4
--

---

---

208
(167)
(330)
(225)
(7)
(2)
6,144

Under/(Over) provided in
prior years
Tax expense

251
6,395

(396)
(227)
(52)
(30)
6,251
(158)
6,093

--(1,902)
--

--(1,058)
--

257

153

155

22

412

175

* The Malaysian Budget 2014 announced the reduction of corporate tax rate to 24% with effect from year
of assessment 2016. Consequently, deferred tax assets and liabilities which are expected to reverse in
2016 and beyond are measured using the tax rate of 24%.

70

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

17. Basic earnings per ordinary share


Basic earnings per ordinary share
The calculation of basic earnings per ordinary share at 31 March 2014 was based on the profit attributable to
ordinary shareholders and a weighted average number of ordinary shares outstanding calculated as follows:
Group

Profit for the year attributable to owners

2014
RM

2013
RM

17,224,183

19,152,061

Weighted average number of ordinary shares


Group
Weighted average number of ordinary shares
at 31 March

2014

2013

120,000,000

120,000,000

14.35

15.96

Basic earnings per ordinary share (sen)

Diluted earnings per ordinary share


There are no dilutive potential ordinary shares.

18. Dividends
Dividends recognised by the Company are:

2014
2013 - Final, net of tax
2013 - Final, tax exempt
2014 - Interim, single tier

Sen per
share

Total
amount
RM

Date
payment

0.75
2.00
2.00

900,000
2,400,000
2,400,000

22 October 2013
22 October 2013
6 January 2014

5,700,000
2013
2012 - Final, tax exempt
2013 - Interim, net of tax

2.50
1.50

3,000,000
1,800,000

22 October 2012
30 April 2013

4,800,000
After the reporting period, the following dividends were proposed by the Directors. These dividends will
be recognised in subsequent financial period upon approval by the owners of the Company.

2014 - Final, Single tier

71

Sen per
share

Total
amount
RM

2.00

2,400,000

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

19. Operating segments


The Group has five reportable segments as described below. For each of the business segments, the Group
Managing Director reviews internal management reports on a monthly basis.
The Group comprises the following main business segments:

Paper packaging
Plastic packaging
Contract manufacturing and packing
Investment and property holding
Others division

Performance is measured based on segment profit before tax as the management believes that such
information is the most relevant in evaluating the results of the operation.
Segment assets
The total of segment asset is measured based on all assets (including goodwill) of a segment, as included
in the internal management reports that are reviewed by the Group Managing Director. Segment total
asset is used to measure the return of assets of each segment.
Segment liabilities
Segment liabilities information is also included in the internal management reports provided to the Group
Managing Director.
Segment capital expenditure
Segment capital expenditure is the total cost incurred during the financial year to acquire property, plant
and equipment and intangible assets other than goodwill.

72

22,290

23,502

73

Segment liabilities

Additions to non-current assets


other than financial instrument
and deferred tax assets

Included in the measure of


segments assets are:

Segment assets

Tax expense

Not included in the measure of


segment profit but provided
to Group Managing Director:
(5,017)

65,263

3,158
59,371

6,733

177,380 155,054

(4,866)

Revenue from external customers 144,194 157,906


Bad debts written off
(19)
-Reversal of/(Impairment loss)
on receivables
-423
Impairment loss on property,
plant and equipment
--Reversal of/(Allowance for)
slow moving inventories
643
515
Depreciation and amortisation
(4,050) (3,762)
Finance costs
(142)
(210)
Finance income
238
262

Included in the measure of


segment profit/(loss) are:

Group
Segment profit

(462)

(293)

6,411

--

23,594

(501)

3,942

72

24,376

(407)

8
(1,005)
(44)
151

(69)

(53)

16
(969)
(18)
220

15,170
(5)

1,825

14,697
--

586

4,998

86

20,414

(470)

-(163)
(5)
50

--

--

8,724
(5)

1,273

6,487

247

22,441

(449)

-(167)
(1)
31

--

--

10,455
(95)

1,175

4,313

--

74,218

(493)

-(158)
-644

--

--

---

8,718

6,456

--

73,692

(251)

-(158)
-521

--

(196)

---

5,485

587

1,927

(65)

200
(48)
---

--

--

2,465
--

(293)

32,574

31,695

(6,395)

859
(5,388)
(165)
1,152

(293)

(53)

(6,093)

323
(5,140)
(255)
965

(462)

158

497

--

81,572

3,253

76,753

7,052

2,195 297,533 277,758

31

(200)
(48)
---

--

--

3,310 170,080 186,841


-(24)
(100)

(292)

Contract
Investment
Paper
Plastic
manufacturing
and
Others
packaging
packaging
and packing
property holding
division
Total
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000

19. Operating segments (continued)

CENTURY BOND BHD. 228669-V


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

19. Operating segments (continued)


Reconciliation of reportable segment revenues, profit or loss, assets and other material items:
Group
2014
RM000

2013
RM000

Profit or loss
Total profit or loss for reportable segments
Unallocated expenses and consolidation adjustments

32,574
(7,731)

31,695
(5,045)

Consolidated profit before tax

24,843

26,650

Group
Segment
assets
RM000

2014
Total reportable segments
Elimination of inter-segment balances

Segment
liabilities
RM000

297,533
(87,011)

81,572
(41,715)

Consolidated total

210,522

39,857

2013
Total reportable segments
Elimination of inter-segment balances

277,758
(81,119)

76,753
(36,756)

Consolidated total

196,639

39,997

20. Financial instruments


20.1 Categories of financial instruments
All financial assets and liabilities are categorised as loans and receivables and other liabilities in accordance
with the Companys accounting policies as disclosed in Note 2(c).
20.2 Net gains and losses arising from financial instruments
Group
2014
RM
Net gains/(losses) arising on:
Loans and receivables
Financial liabilities measured
at amortised cost

Company
2013
RM

2,320,108
(165,107)
2,155,001

2,085,269

2014
RM

2013
RM

644,243

521,336

--

--

644,243

521,336

(255,277)
1,829,992

20.3 Financial risk management


The Group has exposure to the following risks from its use of financial instruments:

Credit risk
Liquidity risk
Market risk

20.4 Credit risk


Credit risk is the risk of a financial loss to the Group and Company if a customer or counterparty to a
financial instrument fails to meet its contractual obligations. The Group and the Companys exposure to
credit risk arises principally from its receivables from third party customers.

74

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

20. Financial instruments (continued)


20.4 Credit risk (continued)
Receivables
Risk management objectives, policies and processes for managing the risk
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis
and credit evaluations are performed on customers requiring credit over a certain amount.
Exposure to credit risk, credit quality and collateral
As at the end of the reporting period, the maximum exposure to credit risk arising from receivables is
represented by the carrying amounts in the statement of financial position.
Management has taken reasonable steps to ensure that receivables that are neither past due nor impaired
are measured at their realisable values. A significant portion of these receivables are regular customers
that have been transacting with the Group. The Group uses ageing analysis to monitor the credit quality
of the receivables.
Impairment losses
The Group maintains an ageing analysis in respect of trade receivables only. The ageing of trade receivables
as at the end of the reporting period was:
Group
Gross
RM
2014
Not past due
Past due 0 - 30 days
Past due 31 - 60 days
Past due more than 60 days

2013
Not past due
Past due 0 - 30 days
Past due 31 - 60 days
Past due more than 60 days

Individual
impairment
RM

Net
RM

27,481,264
10,608,609
4,946,209
2,821,677

--(1,736)
(145,569)

27,481,264
10,608,609
4,944,473
2,676,108

45,857,759

(147,305)

45,710,454

27,769,138
8,107,410
4,674,259
5,669,977

--(21,862)
(101,179)

27,769,138
8,107,410
4,652,397
5,568,798

46,220,784

(123,041)

46,097,743

The movements in the allowance for impairment losses of receivables during the financial year were:
Group
2014
RM

2013
RM

At 1 April
Impairment loss recognised
Impairment loss reversed
Impairment loss written off

123,041
77,809
(24,673)
(28,872)

284,635
69,033
(226,673)
(3,954)

At 31 March

147,305

123,041

75

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

20. Financial instruments (continued)


20.4 Credit risk (continued)
Receivables
The allowances account in respect of trade receivables is used to record impairment losses. Unless the
Group is satisfied that recovery of amount is possible, the amount considered irrecoverable is written off
against the receivable directly.
In determining whether additional allowance is required to be made, the Group considers financial
background of the customers, past transactions and other specific reasons causing these balances to be past
due more than 60 days.
The trade receivables that are past due not impaired as at end of the statement of financial position are
regular customers that have been transacting with the Group, the Group does not consider it necessary to
impair the receivable amount.
Financial guarantees
Risk management objectives, policies and processes for managing the risk
The Company provides unsecured financial guarantees to banks in respect of banking facilities granted
to certain subsidiaries. The Company monitors on an ongoing basis the results of the subsidiaries and
repayments made by the subsidiaries.
Exposure to credit risk, credit quality and collateral
The maximum exposure to credit risk amounts to RM4,944,916 (2013: RM4,291,902) representing
the outstanding banking facilities of the subsidiaries as at the end of the reporting period.
As at the end of the reporting period, there was no indication that any subsidiary would default on
repayment.
Since the fair value on initial recognition for the financial guarantees was not material, it has not been
recognised.
Balances due from subsidiaries
Risk management objectives, policies and processes for managing the risk
As at the end of the reporting period, the maximum exposure to credit risk is represented by their carrying
amounts in the statement of financial position.
The Company does not specifically monitor the ageing of the amount due from subsidiaries. The
Company monitors instead their individual financial position in assessing its credit risk.
Impairment losses
As at the end of the reporting period, there was no indication that the amounts due from subsidiaries are
not recoverable.
20.5 Liquidity risk
Liquidity risk is the risk that the Group and the Company will not be able to meet its financial obligations
as they fall due. The Groups and the Companys exposure to liquidity risk arises principally from its
various payables, loans and borrowings.
The Group and the Company maintains a level of cash and cash equivalents and bank facilities deemed
adequate by the management to ensure, as far as possible, that it will have sufficient liquidity to meet its
liabilities when they fall due.

76

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

20. Financial instruments (continued)


20.5 Liquidity risk (continued)
Maturity analysis
The table below summarises the maturity profile of the Groups and the Companys financial liabilities as
at the end of the reporting period based on undiscounted contractual payments:

Group
2014
Non-derivative
financial liabilities
Trade and other payables
Finance lease liabilities
Trust receipts

2013
Non-derivative
financial liabilities
Trade and other payables
Bank overdrafts
Finance lease liabilities
Trust receipts

Contractual
Carrying interest rate/ Contractual
amount
coupon cash flows
RM
%
RM

Under
1 year
RM

1-2
years
RM

2-5
years
RM

27,634,154
274,772
4,760,134

-27,634,154 27,634,154
2.70 - 3.50
311,836
208,392
1.15 - 1.55 4,760,134 4,760,134

-67,418
--

-36,026
--

32,669,060

32,706,124 32,602,680

67,418

36,026

26,843,374
197,291
451,712
3,950,184

-26,843,374 26,843,374
7.85
197,291
197,291
525,268
208,392
2.70 - 3.50
1.15 - 1.55 3,950,184 3,950,184

--237,468
--

--79,408
--

31,442,561

31,516,117 31,199,241

237,468

79,408

Company
2014
Non-derivative
financial liabilities
Trade and other payables

213,593

--

213,593

213,593

--

--

2013
Non-derivative
financial liabilities
Trade and other payables

175,127

--

175,127

175,127

--

--

20.6 Market risk


Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and
other prices that will affect the Groups and the Companys financial position or cash flows.
Currency risk
The Group is exposed to foreign currency risk on 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), Indonesian Rupiah (Rupiah) and Euro Dollar (EUR).
The Group does not hedge its financial assets and liabilities denominated in foreign currencies.

77

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

20. Financial instruments (continued)


20.6 Currency risk (continued)
Exposure to foreign currency risk
The Groups exposure to foreign currency (a currency which is other than the currency of the Company)
risk, based on carrying amounts as at the end of the reporting period was:

Group

USD
RM

Denominated in
SGD
Rupiah
RM
RM

EUR
RM

2014
Trade receivables
Other receivables
Cash and cash equivalents
Trade payables
Other payables
Trust receipts

413,078
1,701
3,584,919
(3,598,147)
-(4,760,138)

647,173
-9,115,584
-(61,304)
--

-815
588,908
----

---(3,227,872)
---

Net exposure

(4,358,587)

9,701,453

589,723

(3,227,872)

477,952
-10,923,370
(1,967)
(411,419)
--

-7,553
-----

---(7,080,712)
---

10,987,936

7,553

(7,080,712)

2013
Trade receivables
Other receivables
Cash and cash equivalents
Trade payables
Other payables
Trust receipts
Net exposure

2,312,864
-9,260,445
(82,045)
-(3,950,182)
7,541,082

Currency risk sensitivity analysis


A 10% (2013: 10%) strengthening of the Ringgit Malaysia (RM) against the following currencies at the end
of the reporting period would have increased/(decreased) equity and post-tax profit or loss by the amounts
shown below. This analysis is based on foreign currency exchange rate variances that the Group considered
to be reasonably possible at the end of the reporting period. This analysis assumes that all other variables,
in particular interest rates, remained constant and ignores any impact of forecasted sales and purchases.

Group

USD
RM

Denominated in
SGD
Rupiah
RM
RM

EUR
RM

2014
Profit or (loss)

326,984

(727,609)

(44,229)

242,090

2013
Profit or (loss)

(565,581)

(824,095)

(566)

531,053

A 10% (2013: 10%) weakening of Ringgit Malaysia against the above currencies at the end of the reporting
period would have had equal but opposite effect on the above currencies to the amounts shown above, on
the basis that all other variables remained constant.

78

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

20. Financial instruments (continued)


20.6 Currency risk (continued)
Interest rate risk
The Groups and the Companys exposed to changes in interest rates relate primarily to short term deposits
and borrowings.
There is no formal hedging policy with respect to interest rate exposure. Exposure to interest rate risk is
monitored on an ongoing basis and the Group and the Company endeavour to keep the exposure to an
acceptable level.
Exposure to interest rate risk
The interest rate profile of the Groups and the Companys significant interest-bearing financial instruments,
based on carrying amounts as at the end of the reporting period was:
Group
2014
RM
Fixed rate instruments
Financial assets
Financial liabilities

Floating rate instruments


Financial liabilities

Company
2013
RM

2014
RM

2013
RM

45,357,946
(5,034,906)

42,930,636
(4,401,896)

19,735,374
--

17,267,032
--

40,323,040

38,528,740

19,735,374

17,267,032

--

--

--

(197,291)

Interest rate risk sensitivity analysis


(a) Fair value sensitivity analysis for fixed rate instruments
The Group and Company does not account for any fixed rate financial assets and liabilities at fair
value through profit or loss, and the Group and the Company does not designate derivatives as hedging
instruments under a fair value hedge accounting model. Therefore, a change in interest rates at the
end of the reporting period would not affect profit or loss.
(b) Cash flow sensitivity analysis for variable rate instruments
A change of 100 basis points (bp) in interest rates at the end of the reporting period would have
increased (decreased) equity and post-tax profit or loss by the amounts shown below. This analysis is
based on foreign currency exchange rate variances that the Group considered to be reasonably possible
at the end of the reporting period. This analysis assumes that all other variables, in particular foreign
currency rates, remained constant.
Profit or loss
100 bp
100 bp
increase
decrease
RM
RM
2013
Floating rate instruments

(1,480)

79

1,480

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

20. Financial instruments (continued)


20.7 Fair value information
The carrying amounts of cash and cash equivalents, short term receivables and payables and short term
borrowings approximate fair values due to the relatively short term nature of these financial instruments.
Fair value of finance lease liabilities is not disclosed since it is not significant to the financial statements.

21. Capital management


The primary objective of the Groups capital management is to ensure that it maintains a strong credit
rating and healthy capital ratios in order to support its business and maximise shareholder value.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic
conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to
shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives,
policies or processes during the years ended 31 March 2014 and 31 March 2013.
Under the requirement of Bursa Malaysia Practice Note No. 17/2005, the Company is required to maintain
a consolidated shareholders equity equal to or not less than the 25 percent of the issued and paid-up
capital (excluding treasury shares) and such shareholders equity is not less than RM40 million. The
Company has complied with this requirement.

22. Capital commitments


Group
2014
RM

Property, plant and equipment


Contracted but not provided for

1,706,410

2013
RM
864,588

23. Related parties


Identity of related parties
For the purposes of these financial statements, parties are considered to be related to the Group if the Group
or the Company has the ability, directly or indirectly, to control or jointly control the party or exercise
significant influence over the party in making financial and operating decisions, or vice versa, or where
the Group or the Company and the party are subject to common control. Related parties may be individuals
or other entities.
Related parties also include key management personnel defined as those persons having authority and
responsibility for planning, directing and controlling the activities of the Group either directly or indirectly.
Key management personnel includes all the Directors of the Group, and certain members of senior management
of the Group.
The Group has related party relationship with its holding company, significant investors, subsidiaries and
key management personnel.

80

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

23. Related parties (continued)


Significant related party transactions
The significant related party transactions of the Group and the Company are shown below.
Group
2014
RM

Company
2013
RM

2014
RM

2013
RM

A. Subsidiaries
Dividend income
Management fee
B. Rental payable to Mr. Kuan
Hai Ngon, Mdm. Tan Sui
Moi and Mr. Tan Siew Kim

---

---

8,067,250
420,000

4,230,000
540,000

109,200

109,200

--

--

172,378

210,591

--

--

26,954,568
72,000

---

---

440,213
110,554
533,481

----

----

C. Companies in which the


spouse of Mdm. Tan Seok
Kim, an Executive Director
of the Company has
substantial financial
interest
Purchases of printing block
D. Company in which a
corporate shareholder of
a subsidiary has
substantial financial
interest
Sale of paper bags
Rental payable

25,560,125
72,000

E. Companies in which a close


family member of a certain
Directors of the Company
have substantial financial
interest
Purchase of finished goods
Sales of finished goods
Services rendered

441,296
190,712
524,862

81

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

24. Supplementary financial information on the breakdown of realised and unrealised


profits or losses
The breakdown of the retained earnings of the Group and of the Company as at 31 March, into realised
and unrealised profits, pursuant to Paragraphs 2.06 and 2.23 of Bursa Malaysia Main Market Listing
Requirements, are as follows:
Group

Company

2014
RM

2013
RM

2014
RM

2013
RM

121,601,923
(1,481,239)

106,032,013
(2,085,137)

6,282,723
--

3,892,331
--

120,120,684

103,946,876

6,282,723

3,892,331

Less: Consolidation adjustments

(17,488,654)

(12,839,029)

--

--

Total retained earnings

102,632,030

91,107,847

6,282,723

3,892,331

Total retained earnings


of the Company and
its subsidiaries:
- realised
- unrealised

The determination of realised and unrealised profits is based on the Guidance of Special Matter No. 1,
Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa
Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants on 20
December 2010.

82

83

1,096,288
1,269,014

731,656
18,804,004

N/A
16 years

N/A
TOTAL

Leasehold
(Expiry : 2034)
Leasehold
(Expiry : 2025)
Leasehold
(Expiry : 2015)

21,780.0 sq. ft
43,560 sq. ft

5,652.5 sq. meter

A single storey detached


factory

JL. Dosomuko Ujung Baru,


Pelabuhan Belawan Medan. Indonesia

A single storey detached


factory

PTD 46029, Mukim Senai-Kulai, Senai A single storey detached


factory with a double storey
Industrial Estate III, Johor
front office

PLO 178, Mukim Senai-Kulai, Senai


Industrial Estate III, Johor

2,079,467
21 years

2,598,130
21 years

Leasehold
(Expiry : 2055)

108,900.0 sq. ft

PTD 8848
- A single storey detached
factory and a guard house
Leasehold
(Expiry : 2055)

2,853,260

19 years

Leasehold
(Expiry : 2057)

116,740.8 sq. ft

PTD 8856
- A single storey detached
factory

PTD 8856, 8848 and 8849, all within


Mukim of Senai-Kulai, District of
Johor Bahru held under Title Nos.
HS(D) 268636, 237767 and 237768
respectively

98,445.6 sq. ft

3,038,491

11 years

Leasehold
(Expiry : 2059)

90,604.0 sq. ft

A single storey detached


factory, a double storey
detached factory, guard
house and bin centre

PTD 65029, Mukim of Senai-Kulai,


District of Johore Bahru, Johor held
Under Title No. HS(D) 290342

PTD 8849
- a single storey detached
factory

5,137,698

16 years

Freehold

103,764 sq. ft

Tenue

A single storey factory with


an annexed three storey
office building

Area

Carrying amounts
31 March 2014
RM

Approximate age
of building

PT 3292 & 3293, Mukim of Sentul,


District of Seremban, Negeri Sembilan
held under Title Nos Geran 42319 and
42320

Address of property

Brief description and


existing use of property

CENTURY BOND BHD. 228669-V


(Incorporated in Malaysia)

LIST OF PROPERTIES

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

ANALYSIS OF SHAREHOLDINGS

SHARE CAPITAL AS AT 25 JULY 2014


Authorised capital :
RM100,000,000 divided into 200,000,000 ordinary shares of RM0.50 each
Issued and paid up capital : RM60,000,000 divided into 120,000,000 ordinary shares of RM0.50 each
Class of shares :
Ordinary shares of RM0.50 each
Voting rights :
One (1) vote per ordinary share

DISTRIBUTION OF SHAREHOLDERS ACCORDING TO STATISTICAL SUMMARY OF THE


RECORD OF DEPOSITORS AS AT 25 JULY 2014
No. of
shareholders
9
254
887
374
68
2
1,594

Size of shareholdings
Less than 100 shares
100 to 1,000 shares
1,001 to 10,000 shares
10,001 to 100,000 shares
100,001 to less than 5% of issued shares
5% and above of issued shares
TOTAL

No. of shares
held
348
96,006
4,927,600
12,132,650
34,139,630
68,703,766
120,000,000

%
0.0003
0.0800
4.1064
10.1105
28.4497
57.2531
100.0000

LIST OF 30 LARGEST SHAREHOLDERS ACCORDING TO THE RECORD OF DEPOSITORS AS


AT 25 JULY 2014
No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15

Name of shareholders
C B EQUITIES SDN. BHD.
TAN SEW KEE
VERTICAL EXCEL SDN BHD
LIM CHO HOON
TAN SIEW KIM
KENANGA NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR GAN SEM YAM
YENG SEE KIM
TAN SUI MOI
LIM SEN OON
ERADAMAI RESOURCES SDN. BHD.
LOW WU SIR
WONG WAI LUM
CIMSEC NOMINEES (TEMPATAN) SDN BHD
CIMB BANK FOR KOH KIN LIP
CIMSEC NOMINEES (TEMPATAN) SDN BHD
CIMB BANK FOR RICKOH CORPORATION SDN. BHD.
KOH MOI LENG

84

No. of shares
held
60,660,700
8,043,066
5,957,100
2,953,100
2,619,900

%
50.5506
6.7026
4.9643
2.4609
2.1833

1,700,000
1,190,700
1,090,000
932,000
903,300
870,000
797,000

1.4167
0.9923
0.9083
0.7767
0.7528
0.7250
0.6642

700,000

0.5833

597,500
595,900

0.4979
0.4966

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

ANALYSIS OF SHAREHOLDINGS

No.

Name of shareholders

16

TA NOMINEES (TEMPATAN) SDN BHD


PLEDGED SECURITIES ACCOUNT FOR LIM SAI MOOI
TAN SUI MOI
DB (MALSYSIA) NOMINEE (ASING) SDN BHD
DEUTSCHE BANK AG SINGAPORE FOR BRITISH AND
MALAYAN TRUSTEES LIMITED (YEOMAN 3-RIGHTS)
HSBC NOMINEES (ASING) SDN BHD
EXEMPT AN FOR THE HONGKONG AND SHANGHAI
BANKING CORPORATION LIMITED (HBAP-SGDIV-ACCL)
GOH SOON AN
HO KIM LAN
HSBC NOMINEES (ASING) SDN BHD
EXEMPT AN FOR CREDIT SUISSE (SG BR-TST-ASING)
MALACCA EQUITY NOMINEES (TEMPATAN) SDN BHD
EXEMPT AN FOR PHILLIP CAPITAL MANAGEMENT
SDN BHD (EPF)
TAN JIN TUAN
CIMSEC NOMINEES (TEMPATAN) SDN BHD
CIMB BANK FOR SON TONG LEONG
CIMSEC NOMINEES (TEMPATAN) SDN BHD
CIMB BANK FOR SOON SEONG KEAT
TAN SEOK KIM
YENG CHENG WAH
CHAI CHOO HIANG
HO SAW LEONG
TOTAL

17
18

19

20
21
22
23

24
25
26
27
28
29
30

No. of shares
held

554,600
549,000

0.4622
0.4575

525,800

0.4382

525,500
415,000
403,000

0.4379
0.3458
0.3358

388,300

0.3236

380,500
378,000

0.3171
0.3150

360,000

0.3000

355,000
349,500
343,100
332,800
318,210
95,788,576

0.2958
0.2913
0.2859
0.2885
0.2652
79.8241

SUBSTANTIAL SHAREHOLDERS AS AT 25 JULY 2014


(As per Register of Substantial Shareholders)

No.
1
2
3
4
5
6
7

Name of shareholders

Direct
Interest
60,660,700
50,000
349,500
2,619,900
1,639,000
8,043,066

C B EQUITIES SDN. BHD.


KUAN HAI NGON
DATUK TAN BOON LENG
TAN SEOK KIM (F)
TAN SIEW KIM
TAN SUI MOI (F)
TAN SEW KEE

No. of shares held


%
Deemed
Interest
50.55
60,660,700 *
0.04
60,660,700 *
0.29
60,660,700 *
2.18
60,660,700 *
1.37
60,660,700 *
6.70
-

%
50.55
50.55
50.55
50.55
50.55
-

* Deemed interested in shares held by C B Equities Sdn. Bhd. by virtue of Section 6A of the Companies Act,
1965

85

CENTURY BOND BHD. 228669-V

(Incorporated in Malaysia)

ANALYSIS OF SHAREHOLDINGS

DIRECTORS SHAREHOLDINGS AS AT 25 JULY 2014


(As per Register of Directors' Shareholding)

No.

No. of shares held in Century Bond Bhd.


Direct
%
Deemed
%
Interest
Interest

Name of Directors

1
2
3
4
5

LAI POH FYE


LIM KAI SIANG
YOONG HOW KIAT
TAN SEW KEE
KUAN HAI NGON

8,043,066
-

6.70
-

6
7
8
9

DATUK TAN BOON LENG


TAN SEOK KIM (F)
TAN SIEW KIM
TAN SUI MOI (F)

50,000
349,500
2,619,900
1,639,000

0.04
0.29
2.18
1.37

60,660,700 *
332,800 #
60,660,700 *
60,660,700 *
60,660,700 *
60,660,700 *

50.55
0.27
50.55
50.55
50.55
50.55

* Deemed interested in shares held by C B Equities Sdn. Bhd. by virtue of Section 6A of the Companies Act,
1965
# Deemed interested in shares by virtue of interest held by spouse.
Interest In Related Corporations
- Ordinary shares of RM1.00 each in C B Equities Sdn. Bhd., the ultimate holding company.

No.
1
2
3
4
5

Name of Directors

Direct
Interest
9,559
3,772
1,630
2,603
1,366

TAN SIEW KIM


TAN SUI MOI (F)
TAN SEOK KIM (F)
DATUK TAN BOON LENG
KUAN HAI NGON

No. of shares held


%
Deemed
Interest
47.77
18.85
1,080
8.15
13.01
6.83

%
#
-

5.39
-

# Deemed interested in shares by virtue of interest held by spouse.


- Ordinary shares of RM1.00 each in Ready Chemical (M) Sdn. Bhd, a subsidiary company:-

No.
1

No. of shares held


Direct
%
Deemed
Interest
Interest
10,000 **
1.67

Name of Directors
KUAN HAI NGON

** Held in trust for Multiview Enterprises Sdn. Bhd.

86

%
-

CENTURY BOND BHD.


(Company No. 228669-V)
(Incorporated in Malaysia)

PROXY FORM
I/We
of (full address)

of (full address)
failing him,
of (full address)

(Nric No.

a member / members of CENTURY BOND BHD. hereby appoint


(Nric No.
)
or
(Nric No.
)

as *my/our proxy to vote for *me/us and on *my/our behalf at the 22nd Annual General Meeting of the
Company to be held on Friday, the 26th day of September, 2014 at 11.00 am and at any adjournment thereof
to vote as indicated below in respect of the following Resolutions:ORDINARY BUSINESS
FOR
AGAINST
Ordinary Resolution 1
Receive the Audited Financial Statements
Ordinary Resolution 2
Approval of final dividend
Ordinary Resolution 3
Re-election of Mr Lim Kai Siang
Ordinary Resolution 4
Re-election of Madam Tan Sui Moi
Ordinary Resolution 5
Re-election of Madam Tan Seok Kim
Ordinary Resolution 6
Re-appointment of Auditors
SPECIAL BUSINESS
Ordinary Resolution 7
Approval of Directors' fees
Ordinary Resolution 8
Retention of Mr Lai Poh Fye as an Independent Director
Ordinary Resolution 9
Re-appointment of Mr Tan Sew Kee
(Please indicate with an "X" in the space provided above on how you wish your vote to be cast. If you do not do so, the proxy will vote
or abstain from voting at his discretion.

Dated this ______ day of __________________ 2014


No. of shares held :

Signature of member/s

NOTES :
(i)
A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him.
A proxy may but need not be a member of the Company and need not be an advocate, an approved company auditor or a person
approved by the Registrar of Companies. Notwithstanding this, a member entitled to attend and vote at the Meeting is entitled to
appoint any person as his proxy to attend and vote instead of him at the Meeting. There shall be no restriction as to the
qualification of the proxy. A proxy appointed to attend and vote at the Meeting shall have the same rights as the member to
speak at the Meeting.
(ii)

A member shall be entitled to appoint up to two (2) proxies only to attend and vote at the same meeting and where a member
appoints more than one proxy, the appointments shall be invalid unless he specifies the proportions of his holding to be
represented by each proxy.

(iii)

Where a member is an Authorised Nominee as defined under the Securities Industry (Central Depositories) Act 1991, 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 exempt authorised nominee which holds
ordinary shares in the Company for multiple beneficial owners in one securities account (omnibus account) there is no limit
to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

(iv)

The instrument appointing a proxy shall be in writing in the common form or any form approved by the Directors under the
hand of the appointor or his attorney duly authorised in writing.

(v)

The instrument appointing a proxy, together with the power of attorney (if any) under which it is signed or a certified copy
thereof, shall be deposited at the Registered Office of the Company situated at Suite 5.11 & 5.12, 5th Floor, Menara TJB, No.
9, Jalan Syed Mohd. Mufti, 80000 Johor Bahru, Johor at least forty-eight (48) hours before the time appointed for holding the
meeting or adjourned meeting at which the person named in such instrument proposes to vote.

(vi)

In respect of deposited securities, only members whose names appear on the Record of Depositors on 19 September 2014,
shall be eligible to attend the meeting or appoint proxy(ies) to attend and/or vote on his behalf.

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