Jerasia Annual Report proposal

ANNUAL REPORT 2017 | JERASIA CAPITAL BERHAD (503248-A)

2017

Annual Report

1

At a Glance REVENUE

PROFIT BEFORE TAX

RM

RM

503.6 million

9.2 million

2016: RM337.2 million

2016: RM10.9 million

proift after tax

turnover

RM

RM

7.1million

2016: RM10.0 million

389.3 million

2016: RM337.2 million

Contents 002

Corporate Structure

004

Corporate Information

014

Corporate Social Responsibility Statement

Group Financial Highlights

006

Directors’ Profile

List of Properties

009

Senior Management Profile

010

Chairman’s Statement

102

019

Analysis of Shareholdings

Statement on Corporate Governance

030

104

Statement on Risk Management and Internal Control

033

Financial Reports

100

016

Audit Committee Report

005

035

Notice of Annual General Meeting • Form of Proxy

Statement of Directors’ Responsibility

Now Available View Jerasia New Collections from all the brands on your device today. http://www.jerasia.biz/

The PDF version of Jerasia Capital Berhad Annual Report 2017 is available in our website. Simply scan the QR Code to download.

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JERASIA CAPITAL BERHAD (503248-A) | ANNUAL REPORT 2017

Corporate Structure

100% Jerasia Apparel Sdn Bhd (156513-X)

100%

100%

Jerasia Brands Sdn Bhd

Jerasia Fashion Sdn Bhd

(156588-T)

(360850-V)

ANNUAL REPORT 2017 | JERASIA CAPITAL BERHAD (503248-A)

100%

100%

Canteran Apparel Sdn Bhd

Jerasia Haulage Sdn Bhd

(211117-M)

(409828-T)

100%

100%

Canteran Apparel (Cambodia) Co Ltd

Jerasia Inspiration Sdn Bhd

(788/03E)

(6523-D)

5

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JERASIA CAPITAL BERHAD (503248-A) | ANNUAL REPORT 2017

Corporate Information Board of Directors

Share Registrar

Principal Bankers

Dato’ Nik Mohamed Din bin Datuk Nik Yusoff

Tricor Investor & Issuing House Services Sdn Bhd (11324-H) Unit 32-01, Level 32, Tower A Vertical Business Suite Avenue 3, Bangsar South No.8, Jalan Kerinchi 59200 Kuala Lumpur Tel : 03-2783 9299 Fax : 03-2783 9222

ALLIANCE Bank Malaysia Berhad

Independent Non-Executive Chairman

Datuk Yap Fung Kong Executive Deputy Chairman

Pronob Kumar Sen Gupta Group Managing Director

Dato’ Dr Yong Yuan Tan Non-Independent Non-Executive Director

Dato’ Sri Mohd Haniff bin Abd Aziz Non-Independent Non-Executive Director

Andrew Hong Tat Beng Independent Non-Executive Director

Registered Office Suite 1008, 10th Floor Wisma Lim Foo Yong 86, Jalan Raja Chulan 50200 Kuala Lumpur Tel : 03-2143 3823 Fax : 03-2143 3827

RHB Bank Berhad United Overseas Bank (Malaysia) Berhad

Stock Exchange Listing

Dato’ Tan Yik Huay Independent Non-Executive Director

HSBC Bank Malaysia Berhad

Auditors sj grant thornton (AF: 0737) Level 11, Sheraton Imperial Court Jalan Sultan Ismail 50250 Kuala Lumpur Tel : 03 2692 4022 Fax : 03 2691 5229 Email : info@my.gt.com

Secretaries Wong Kwai Yin (MAICSA 7008652) Tan Sook Mei (LS 02892)

Solicitors Logan Sabapathy & Co

Bursa Malaysia Securities Berhad Main Market

Website www.jerasia.biz

ANNUAL REPORT 2017 | JERASIA CAPITAL BERHAD (503248-A)

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Group Financial Highlights

2012 2013 2014 2015 2016*

RM Million RM Million RM Million RM Million RM Million

Revenue Profit before tax Profit after tax

Dividend per share

316.6 320.9 320.9 337.2 503.6 12.3

10.1

5.0

10.9

9.2

8.4

7.0

3.3

10.0

7.1

SEN SEN SEN SEN SEN 3.0 - - - -

Revenue RM Million

12

316.6

13

320.9

14

320.9

15

337.2

16

503.6

*

(15mths)

Profit Before Tax RM Million

12

12.3

13

10.1

14

5.0

15

10.9

16

9.2

*

(15mths)

Profit After Tax RM Million

12

8.4

13

7.0

14

3.3

15

10.0

16

7.1

*

(15mths)

* The Group changed its financial year end from 31 March to 30 June with effect from this financial period ended 30 June 2016 and accordingly, the results for the financial period are for 15 months.

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JERASIA CAPITAL BERHAD (503248-A) | ANNUAL REPORT 2017

Directors’ Profile Dato’ Nik Mohamed Din bin Datuk Nik Yusoff Independent Non-Executive Chairman

Dato’ Nik Mohamed Din bin Datuk Nik Yusoff, aged 73, male, a Malaysian, is an Independent Non-Executive Chairman of the Company. He is also the Chairman of the Remuneration Committee and a member of the Audit and Nominating Committees. Dato’ Nik Mohamed Din was appointed to the Board on 30 April 2001. He is a Barrister-at-Law from Lincoln’s Inn, London. He was a Magistrate with the Malaysian Judicial Services from 1968 to 1969 and practised as a lawyer with Mah Kok & Din from 1970 to 1983. From 1984 to 1988, he was a stockbroker and Chairman of OSK & Partners Sdn Bhd. He was Chairman of the Kuala Lumpur Stock Exchange (now known as Bursa Malaysia Securities Berhad) from 1985 to 1988 and Executive Chairman from 1988 to 1998.

He is currently the Non-Independent Non-Executive Chairman of Ventures International Berhad and OSK Holdings Berhad.

He is also a Director of Federation of Public Listed Companies and Datin Sri Ting Sui Ngit Foundation.

He does not have any family relationship with any director and/ or major shareholder of Jerasia Capital Berhad and he has no conflict of interest with the Company.

Dato’ Nik Mohamed Din has no convictions for offences within the past five years. There were no public sanction or penalty imposed on him by any relevant regulatory bodies during the financial period.

Datuk Yap Fung Kong Executive Deputy Chairman

Datuk Yap Fung Kong, aged 66, male, a Malaysian, is currently the Executive Deputy Chairman of the Company.He was appointed to the Board on 28 March 2000. Datuk Yap holds a Bachelor of Economics (Honours) Degree from University of Malaya. He served with the Ministry of International Trade and Industry (“MITI”) from 1973 to 1984, in various capacities leading to being the Head of the Textiles Unit in the International Trade Division, responsible for Malaysia’s multilateral and bilateral textiles negotiations.In 1984, Datuk Yap left MITI and subsequently became an Executive Director of Tai Wah Garment Manufacturing Bhd (“Tai Wah”). He left Tai Wah in 1991 and founded Canteran Apparel Sdn Bhd. Datuk Yap has in the past, served as President of Malaysian Textile Manufacturers Association, Chairman of the Asean Federation of Textile Industries and is also a founding member of Malaysian Textile and Apparel Centre.

He does not have any family relationship with any director and/ or major shareholder of Jerasia Capital Berhad and he has no conflict of interest with the Company.

Datuk Yap has no convictions for offences within the past five years. There were no public sanction or penalty imposed on him by any relevant regulatory bodies during the financial period.

ANNUAL REPORT 2017 | JERASIA CAPITAL BERHAD (503248-A)

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Directors’ Profile

Pronob Kumar Sen Gupta Group Managing Director

Mr Pronob Kumar Sen Gupta, aged 50, male, a Malaysian, is currently the Group Managing Director and also a member of the Remuneration Committee of the Company. He was appointed to the Board on 24 March 2006.

He has been a Director of various subsidiaries in the Jerasia Group, since he joined in 2000. He holds a Bachelor of Science Degree in Economics (Accounting) from the University of London. Mr Sen Gupta is involved in the Strategic Planning, Business Development, Corporate and Finance matters for the Jerasia Group. Prior to joining the Jerasia Group in 2000, he was an Account Relationship Manager in the Corporate Banking Division with a local commercial bank.

He does not have any family relationship with any director and/or major shareholder of Jerasia Capital Bhd and he has no conflict of interest with the Company.

Mr. Sen Gupta has no convictions for offences within the past five years. There were no public sanction or penalty imposed on him by any relevant regulatory bodies during the financial period.

Dato’ Tan Yik Huay Independent Non-Executive Director

Dato’Tan Yik Huay, aged 73, male, a Malaysian, is an Independent Non-Executive Director of the Company. Dato’ Tan was appointed to the Board on 20 April, 2000 and is currently the Chairman of Audit and Nominating Committees. He is also a member of the Remuneration Committee.

Dato’ Tan is a Fellow of the Chartered Association of Certified Accountants, United Kingdom and a Fellow of the Institute of Chartered Secretaries and Administrators, United Kingdom. He is also a member of the Malaysian Institute of Accountants and a life member of the Malaysian Association of Certified Public Accountants.

He joined the textile industry in 1973 as the Finance Manager and later Executive Director of the Pen Group of Companies, an international integrated textile group. He was the Managing Director of Pen Apparel Sdn Bhd. a member of the TAL Group of Hong Kong until end January 2005 and currently a NonExecutive Director of the said company.

Currently, Dato’ Tan is the Vice President of the Malaysian Textile Manufacturers’ Association (MTMA) and Council of Malaysian Textile and Apparel Centre of which he is a founder member.

Dato’ Tan was past Chairman of Asian Chemical Fibers Industry Federation and also past Chairman of Pembangunan Sumber Manusia Bhd. He does not have any family relationship with any director and/or major shareholder of Jerasia Capital Bhd and he has no conflict of interest with the Company.

Dato’ Tan has no convictions for offences within the past five years.

There were no public sanction or penalty imposed on him by any relevant regulatory bodies during the financial period.

Dato’ Dr Yong Yuan Tan Non-Independent Non-Executive Director

Dato’ Dr Yong Yuan Tan, aged 75, male, a Singaporean, is currently the Non-Independent Non-Executive Director of the Company.

He is also a member of the Audit and Nominating Committees.

Dato’ Dr Yong was appointed to the Board on 28 March 2000.

He holds a Doctorate in Chemistry from the University of Singapore which he obtained in 1970 and was a Post Doctoral Research Fellow for 3 years at the University of Sussex, United Kingdom from 1968 – 1970. He has more than 20 years of hands-on experience in the textile and apparel industry. He was elected as member of the Executive Committee of the Malaysian Textiles Manufacturers’ Association (“MTMA”) from 1988 to 1996.He was also elected as the Deputy Chairman of Malaysian Textiles & Apparel Centre (“MATAC”) from 1994 to 1999.

He was appointed as a member of the Academic Advisory Panel to the Textile Technology Department, Faculty of Applied Science at the University Technology of Mara (“UiTM”) from 1 November 2003 to 30 November 2005. UiTM also appointed Dato’ Dr Yong as an External Examiner to the Bachelor Degree Program at the same Department for the same time period. He was also appointed as Chairman of Working Group on ‘size designation for clothing’ in 2005 under the Industry Standard Committee on textile and apparel, established under the Standard Development and Infrastructure managed by SIRIM Berhad.

He is presently the Managing Director of a private limited company manufacturing polymer plastic flexible packaging in Thailand.

He does not have any family relationship with any director and/or major shareholder of Jerasia Capital Bhd and he has no conflict of interest with the Company.

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JERASIA CAPITAL BERHAD (503248-A) | ANNUAL REPORT 2017

Directors’ Profile

Dato’ Sri Mohd Haniff Bin Abd Aziz Non-Independent Non-Executive Director

Dato’ Sri Mohd Haniff Bin Abd Aziz, aged 62, male, a Malaysian, is currently Non-Independent Non-Executive Director of the Company. He was appointed to the Board on 28 March 2000.

He holds a Bachelor of Economics (Honours) Degree from the University of Malaya which he obtained in 1975.

He served the Ministry of International Trade and Industry (“MITI”) for 19 years until he opted for an early retirement in 1994. During his term at MITI, he served as Assistant Director of the Ministry from 1975 to 1978 before serving in the Permanent Mission of Malaysia to the United Nations in Geneva from 1978 to 1981 and was later reassigned as Malaysian Trade Commissioner to the Philippines from 1981 to 1987 and then to Thailand from 1987 to 1991. He was the Director of the Malaysian External Trade Development Corporation (formerly known as Malaysian Export Trade Centre) from 1991 to 1994.

Dato’ Sri Mohd Haniff sits on the Board of Euro Holdings Berhad.

He does not have any family relationship with any director and/ or major shareholder of Jerasia Capital Berhad and he has no conflict of interest with the Company.

Dato’ Sri Mohd Haniff has no convictions for offences within the past five years. There were no public sanction or penalty imposed on him by any relevant regulatory bodies during the financial period.

Andrew Hong Tat Beng Independent Non-Executive Director

Mr Andrew Hong Tat Beng, 52, Malaysian, is an Independent Non-Executive Director of the Company. He was appointed to the Board on 22 May 2014 and is currently a member of the Audit and Nominating Committees.

He holds the Masters of Management from Open University Malaysia (OUM) which he obtained in 2013 and Diploma of Technology in Operations Management – International Trade option from British Columbia of Institute of Technology, Canada obtained in 1987.

He served the Malaysian Textile Manufacturers Association (MTMA) as its Chief Executive Office for 10 years until he opted for early retirement in June 2014. He also served as the Advisor for the Trans Pacific Partnership Agreement for the Ministry of International Trade and Industry (MITI) from March 2013 to March 2014. He was also the Advisor for the Malaysian Textile Manufacturers Association (MTMA) and also the past Permanent Secretary General for the ASEAN Federation of Textiles Industries.

Mr Hong was also the Secretary General for the Asian Chemical Fibres Industry Federation (ACFIF).

He does not have any family relationship with any director and/ or major shareholder of Jerasia Capital Berhad and he has no conflict of interest with the Company.

Mr Hong has no convictions for offences within the past five years. There were no public sanction or penalty imposed on him by any relevant regulatory bodies during the financial period.

ANNUAL REPORT 2017 | JERASIA CAPITAL BERHAD (503248-A)

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Senior Management Profile Liew Wai San Financial Controller

Ms Liew Wai San, aged 39, female, Malaysian, was appointed as the Financial Controller of Jerasia Capital Bhd (JCB) Group in May 2015.

Ms Liew, a Chartered Accountant, is a Member of the Malaysian Institute of Accountants and a Fellow Member of the Association of Chartered Certified Accountants, United Kingdom.

She started her career in 2002 in the auditing and subsequently, moved to the private sector in the Accounts and Finance Department. Ms Liew joined the JCB Group in 2007 as an Accountant. She was promoted to Financial Controller in May 2015.

Ms Liew does not have any family relationship with any director and/or major shareholder of JCB. She has no conflict of interest with the Company and has had no convictions for offences with the past five years. There were no public sanction or penalty imposed on her by any relevant regulatory bodies during the financial period.

Ong Peck Choo

Head of Performance Management & Support Ms Ong Peck Choo, aged 46, female, Malaysian, is currently the Head of Performance Management & Support for the Jerasia Capital Bhd (JCB) Group.

Ms Ong a Chartered Accountant, is a Member of the Malaysian Institute of Accountants and also a Member of CPA Australia (Certified Practising Accountants).

She holds a Bachelor of Business (Majoring in Accounting) from Royal Melbourne Institute of Technology (RMIT) University, Australia which she obtained in 1993.

She began her career in 1994 as an internal auditor with Arab-Malaysian Corporation Berhad Group. In 1998, Ms Ong joined MCL Corporation Bhd (MCL) Group as an Assistant Accounts Manager. She continued her career with the JCB Group following the reverse takeover of MCL. She became the Group Accountant in January 2008 and moved to her current position in 2015.

Ms Ong does not have any family relationship with any director and/or major shareholder of JCB. She has no conflict of interest with the Company and has had no convictions for offences with the past five years. There were no public sanction or penalty imposed on her by any relevant regulatory bodies during the financial period.

Samantha Lim Siew Kee

Head of Human Resource & Administration Ms Samantha Lim Siew Kee, aged 55, female, Malaysian, was appointed as Head of Human Resource and Administration in January 2008.

She pursued her secretarial studies at Pitmans Central College in London after completing her A Levels. Following her return, she started her career as a Private Secretary to a Senior Partner at Price Waterhouse Coopers in 1987.

Ms Lim joined MCL Corporation Bhd (MCL) Group in 1996 as an Executive Secretary and was transferred and re-designated as Personnel Executive in April 1998.

She was promoted to the position of Assistant Manager – Human Resource and Administration in September 1999 and was subsequently promoted to Manager in April 2003 and is currently the Head of Human Resource and Administration.

Ms Lim does not have any family relationship with any director and/or major shareholder of JCB. She has no conflict of interest with the Company and has had no convictions for offences with the past five years. There were no public sanction or penalty imposed on her by any relevant regulatory bodies during the financial period.

Yap Vee-Kin Head of Retail

Mr Yap Vee-Kin, aged 37, male, Malaysian, was appointed as the Head of Retail in May 2015.

He holds a Bachelor in Information Technology from Charles Sturt University, Australia.

He began his career in 2000 in Technical Support before joining Jerasia Capital Bhd (JCB) Group in 2007 as the Nike Brand Manager. His primary role is to oversee the retail division and to ensure that all retail brands operate effectively and efficiently.

Mr Yap is the nephew of Datuk Yap Fung Kong, who is the Executive Deputy Chairman and major shareholder of Jerasia Capital Berhad (JCB). Save as disclosed, he does not have any family relationship with other directors and/or major shareholder of JCB nor does he have any conflict of interest with the Company. He has had no convictions for offences within the past five years. There were no public sanction or penalty imposed on him by any relevant regulatory bodies during the financial period.

Seow Yuan Hui General Manager, Export/ Manufacturing

Mr Seow Yuan Hui, aged 32, male, Malaysian, joined the Jerasia Capital Bhd (JCB) Group in November 2010.

He graduated from the University of Bath, United Kingdom with a Master of Engineering (Hons) in Mechanical Engineering in 2004. After graduating, he acquired invaluable experience as an Analyst for Accenture Malaysia over a period of approximately two years. From 2007, he worked on specific project consultancies in the garment manufacturing industry in Malaysia. He then joined Canteran Apparel Sdn Bhd which is the Manufacturing and Export Division for the Group as General Manager.

Mr Seow does not have any family relationship with any director and/or major shareholder of JCB. He has no conflict of interest with the Company and has had no convictions for offences with the past five years. There were no public sanction or penalty imposed on him by any relevant regulatory bodies during the financial period.

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JERASIA CAPITAL BERHAD (503248-A) | ANNUAL REPORT 2017

Chairman’s Statement

ANNUAL REPORT 2017 | JERASIA CAPITAL BERHAD (503248-A)

“

13

Financial Performance

Dear Valued Shareholders, On behalf of the Board of Directors, it gives me great pleasure to present to you the Annual Report and Audited Financial Statements of the Jerasia Capital Berhad (‘JCB’) Group for the financial period ended 30 June 2016.”

Total Revenue

RM503.61 million

The current financial period ended 30 June 2016 covered a period of 15 months due to the change in the Group’s reporting date from 31 March to 30 June. This change was envisaged to ensure continued and enhanced operational and administrative efficiencies arising from the implementation of Goods and Services Tax (‘GST’) on 1 April 2015. It is to be noted however, that with this change in reporting date, any comparisons between this 15 months financial period to previous financial periods of 12 months must take due cognizance of the differential in duration.

The financial period under review was indeed a challenging one, both in the domestic Malaysian as well as the international trading environment.

The Group, however, demonstrated resilience to achieve a total turnover of RM503.61 million over the 15 months in question. Profit before tax was recorded at RM9.17 million. Turnover for the Group had, in the first four quarters of this financial period, increased by 15.4% to reach RM389.25 million from RM337.23 million from the last 12 month financial period.

Despite external shocks, the domestic economy is expected to grow. Bank Negara Malaysia (‘BNM’) projects the growth rate at 4.0 – 4.5%.

Nevertheless, as stated in BNM’s Annual Report 2015, “the pace of expansion in domestic demand, however, is expected to be more moderate amid ongoing adjustments by consumers and investors to the challenging economic environment. Private consumption growth is projected to trend below its long-term average, as households continue to make expenditure adjustments in response to the lingering effects of the GST implementation, and changes in administered prices. Household spending will also be affected by weaker consumer sentiments due to the uncertain conditions in the labour and financial markets.”

The global economy continues to be clouded by uncertainties. Oil and commodity prices remain at low levels while the currency markets were volatile and this volatility still remains going forward. The recent historic Brexit referendum, of which its actual impact on the global economy has not been fully appraised yet, all suggests that it is well advised for the Group to adopt a prudent and vigilant approach.

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JERASIA CAPITAL BERHAD (503248-A) | ANNUAL REPORT 2017

Corporate Social Responsibility Statement

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Jerasia Capital Berhad (“JCB”) as a Group believes that the fundamental principles of good corporate governance and responsibility lie in the fact that organisations should place a firm commitment towards Corporate Social Responsibility (“CSR”) activities. JCB’s vision in CSR is based on being a socially responsible and caring corporate citizen, which places a strong weightage towards achieving a balance between profitability and contributions.

Our CSR philosophy integrates our social and environmental responsibilities into our business strategies for the sustainable growth of the Company, which is in line with the CSR Framework for Public Listed Companies launched by Bursa Malaysia Securities Berhad (“Bursa Securities”).

The Group emphasises CSR on four main focal areas, which are the Environment, the Community, the Workplace and the Marketplace, in no order of priority.

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The Environment

The Community

JCB understands that to be socially responsible and play an actual role in preserving the environment, it is essential to operate in an environmentally conscious manner. Whenever and wherever possible, the Group has made efforts to reduce the impact of our business activity on the environment, especially in significant areas of impact such as electricity usage.

During the course of the year, JCB made donations to orphanages for them to be able to provide for the under-privileged children.

JCB continues to support the Earth Hour campaign, a yearly event that encourages communities worldwide to turn off nonessential lights for one hour. All our boutiques in shopping malls across Malaysia reduced the number of lights on the retail floor or windows for Earth Hour on 19 March.

The Group also strives to reduce the amount of natural resources used, by using electronic means of communication instead of paper, and minimising travel which emits carbon emissions by using video conferencing and Skype whenever possible.

The Group also has an internship programme for undergraduates who have an interest in the fashion retail industry. From a timeframe of 1-3 months, the programme exposes our interns to the wide value-chain spectrum of the fashion industry to provide them a hands-on learning experience.

In September 2015, the yearly haze that blankets over Malaysia was exceptionally bad, with Pollutant Standards Index (PSI) readings reaching very unhealthy levels of over 200. The Group distributed N95 masks to employees of the Group, as well as to the students and staff of University Kuala Lumpur, so that they will be protected from the hazardous conditions brought about by the haze should it be necessary that they carry out their duties outdoors.

ANNUAL REPORT 2017 | JERASIA CAPITAL BERHAD (503248-A)

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Corporate Social Responsibility Statement

The Workplace

The Marketplace

JCB is committed in its social responsibilities at the workplace by having in place a safety committee to oversee the safety, health and welfare at work for all employees and sending staff for workshops on safety in order to ensure that working conditions are in compliance with the requirements of the Occupational Safety and Health Act 1994 (OSHA).

JCB recognises that attention to good corporate governance ensures that business sustainability is developed and maintained. In line with this, the Group’s Code of Conduct serves as the standard for business ethics and conduct of the Group, creating a corporate culture in which the business of the Group is conducted in an ethical and professional manner and where the highest standards of professionalism are upheld.

In addition, JCB prioritises the welfare of its staff and has made commitments towards enhancing academic advancements for its staff as well as providing the necessary medical financial aid.

Subsequent to the financial period ended 30 June 2016, the Group was presented with an award by the Employees Provident Fund (EPF) at their recent Appreciation Ceremony on 29th September 2016. This Certificate of Appreciation was awarded to the Group for having outstanding records, diligently and responsibly contributing to the EPF on behalf of the employer as well as its employees.

Furthermore, the Group emphasises and encourages the usage of paper bags instead of plastic bags in an effort to “go green”.

In line with our corporate policies on promoting business sustainability through good corporate social responsibility, JCB fully intends to continue to explore new opportunities to increase our contribution to the community. Our commitment and sincerity in giving something back to the communities in which we operate will continue to remain steadfast and consistent.

The Group emphasises and encourages the usage of paper bags instead of plastic bags in an effort to “go green”.

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JERASIA CAPITAL BERHAD (503248-A) | ANNUAL REPORT 2017

ANNUAL REPORT 2017 | JERASIA CAPITAL BERHAD (503248-A)

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Audit Committee Report The Board of Directors of Jerasia Capital Berhad is pleased to present the Audit Committee Report for the financial period ended 30 June 2016.

I. COMPOSITION The Audit Committee (AC) comprises of four members, all of whom are Non-Executive Directors (NEDs), three being Independent NEDs. This meets the requirements of paragraph 15.09(1)(b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (MMLR). The AC Chairman, Dato’Tan Yik Huay is a Fellow of the Chartered Association of Certified Accountants, United Kingdom, a member of the Malaysian Institute of Accountants and a life member of the Malaysian Association of Certified Public Accountants.

As such, Jerasia complies with paragraph 15.09(1)(c)(i) of the MMLR. The AC comprised of the following NEDs during the financial period ended 30 June 2016:Chairman : Members :

II.

Dato’ Tan Yik Huay (Independent NED) Dato’ Nik Mohamed Din bin Datuk Nik Yusoff (Independent NED) Dato’ Dr Yong Yuan Tan (Non-Independent NED) Mr Andrew Hong Tat Beng (Independent NED)

MEETINGS AND MINUTES During the financial period ended 30 June 2016, the AC held a total of six (6) meetings. The details of attendance of the AC members are as follows:Members of the Audit Committee Dato’ Tan Yik Huay Dato’ Nik Mohamed Din bin Datuk Nik Yusoff Dato’ Dr Yong Yuan Tan Mr Andrew Hong Tat Beng

Number of Meetings Attended 6/6 4/6 6/6 6/6

Deliberations during the AC meetings were recorded. Minutes of the AC meetings were tabled for confirmation at the following AC meeting and subsequently presented to the Board for notation. The Chairman of the AC reports on key issues discussed at each meeting to the Board.

The Chairman of the AC had engaged on a continuous basis with the Management, Internal Auditor and the External Auditors, in order to keep abreast of matters and issues pertaining to the Group. The AC Chairman also conveyed to the Board matters of significant concern as and when raised by the External Auditors or Internal Auditor.

III.

AUTHORITY AND DUTIES The terms of reference of the AC which laid down its functions and duties is accessible via the Company’s website at www.jerasia.biz.

IV.

SUMMARY OF ACTIVITIES AND WORK DURING THE FINANCIAL PERIOD ENDED 30 JUNE 2016 During the financial period ended 30 June 2016, the activities and work of the AC included the following:1.

Financial Reporting The AC reviewed the quarterly financial results and annual audited financial statements of the Group, and duly recommended them to the Board for approval.

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JERASIA CAPITAL BERHAD (503248-A) | ANNUAL REPORT 2017

Statement On Corporate Governance The Board of Directors of Jerasia Capital Berhad is committed to maintain good corporate governance for long-term sustainable growth and to safeguard, protect and enhance shareholders’ value.

This Statement on Corporate Governance aims to provide insights to the shareholders and investors on the corporate governance practices of the Company for the financial period ended 30 June 2016.

1 ESTABLISH CLEAR ROLES AND RESPONSIBILITIES 1.1

Clear Functions Of The Board And Management The Board of Directors (“Board”) is responsible for the overall governance of the Company and for overseeing the management and business affairs. All Board members are expected to show good stewardship and act in a professional manner, as well as uphold the core values of integrity and enterprise with due regard to their fiduciary duties and responsibilities.

The Board has delegated certain responsibilities to the Board Committees, all of which operate within defined terms of reference to assist the Board in the execution of its duties and responsibilities. The respective Committees report to the Board on matters discussed and deliberated and makes recommendations to the Board for final decision. The Board Committees include the Audit Committee, the Nomination Committee and the Remuneration Committee.

The Executive Directors, representing the Management, are committed to and responsible for the management of the Company’s business to ensure that the Company operates within a framework of prudent and effective controls.

1.2

Clear Roles And Responsibilities The Board has wide responsibilities which are discharged in the best interest of the Company. Among the key responsibilities of the Board are as described below:a. Reviewing and adopting the Company’s strategic plans The Board discharged its role in leading the directions of the Group, satisfying itself that the management has continued to drive business growth and promotes sustainability, safeguarding the welfare of the people and community within a harmonious state of the environment. b. Overseeing the conduct of the Company’s business The Executive Directors are responsible for the day-to-day management of the business and operations of the Group.

Management’s performance, under the leadership of the Executive Deputy Chairman and Group Managing Director, is assessed by the Board through updates of the Group’s operating drivers and financial performance during each reporting period. The Board is also kept informed of key strategic initiatives, material operational issues, if any, and the Group’s performance. c.

Identifying principal risks and ensuring the implementation of appropriate internal controls and mitigation measures A statement featuring the Group’s risk management framework and internal control system is included in pages 30 to 32 of this Annual Report.

d.

Succession planning In discharging its responsibility on succession planning, the Board receives updates on succession planning which is a continuous process that takes place in the Group. In line with the expressed succession planning goals, the Group consistently develops human capital. Emphasis will continue to be placed on assessing leadership and management.

ANNUAL REPORT 2017 | JERASIA CAPITAL BERHAD (503248-A)

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Financial Reports 036

043

048

040

044

099

Directors’ Report

Statement by Directors

040

Statutory Declaration

Statements of Financial Position

Statements of Profit or Loss and Other Comprehensive Income

045

Statements of Changes in Equity

041

Independent Auditors’ Report

046

Statements of Cash Flows

Notes to the Financial Statements

Disclosure of Realised and Unrealised Profits or Losses

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JERASIA CAPITAL BERHAD (503248-A) | ANNUAL REPORT 2017

Directors’ Report

FOR THE FINANCIAL PERIOD FROM 1 APRIL 2015 TO 30 JUNE 2016 The Directors have pleasure in submitting their report together with the audited financial statements of the Group and of the Company for the financial period from 1 April 2015 to 30 June 2016.

PRINCIPAL ACTIVITIES The principal activities of the Company are investment holding and the provision of management consultancy services to subsidiaries within the Group. The principal activities of its subsidiaries are disclosed in Note 6 to the financial statements.

There have been no significant changes in the nature of the activities of the Company and its subsidiaries during the financial period.

RESULTS Group Company RM RM Profit for the financial period attributable to owners of the Company

7,112,460

109,690

DIVIDENDS There were no dividends proposed, declared or paid by the Company since the end of the previous financial year.

RESERVES AND PROVISIONS There were no material transfers to or from reserves or provisions during the financial period, except for those disclosed in the financial statements.

DIRECTORS The Directors in office since the date of the last report are as follows:Dato’ Nik Mohamed Din bin Datuk Nik Yusoff Datuk Yap Fung Kong Pronob Kumar Sen Gupta Dato’ Tan Yik Huay Dato’ Dr Yong Yuan Tan Dato’ Sri Mohd Haniff bin Abd Aziz Andrew Hong Tat Beng

ANNUAL REPORT 2017 | JERASIA CAPITAL BERHAD (503248-A)

21

Statements of Financial Position as at 30 JUNE 2016

Group Company

Note 30.6.2016 31.3.2015 30.6.2016 31.3.2015 RM RM RM RM ASSETS NON-CURRENT ASSETS Property, plant and equipment Intangible assets Investment in subsidiaries Deferred tax assets

4 62,632,110 42,905,002 - 5 30,827,441 30,030,402 - 6 - - 101,892,628 101,892,628 7 1,270,927 1,533,293 - -

Total non-current assets

94,730,478

74,468,697

101,892,628

101,892,628

CURRENT ASSETS Inventories 8 82,128,234 62,944,145 - Trade and other receivables 9 94,703,426 78,053,948 2,000 2,000 Tax recoverable 491,777 - - Cash and bank balances 9,822,897 10,227,947 38,023 56,333 Total current assets

187,146,334

151,226,040

40,023

58,333

TOTAL ASSETS

281,876,812 225,694,737 101,932,651 101,950,961

EQUITY AND LIABILITIES EQUITY Equity attributable to owners of the Company: Share capital 10 82,046,114 82,046,114 82,046,114 82,046,114 Foreign exchange translation reserve (1,049,559) (1,739,228) - Retained earnings 60,945,867 53,833,407 11,509,445 11,399,755 TOTAL EQUITY 141,942,422 134,140,293 93,555,559 93,445,869 NON-CURRENT LIABILITIES Deferred tax liabilities Bank borrowings (unsecured)

7 11

1,125,385 12,319,291

783,718 6,744,449

- -

-

Total non-current liabilities

13,444,676

7,528,167

-

-

CURRENT LIABILITIES Trade and other payables 12 Tax payable Amount due to subsidiaries 13 Bank borrowings (unsecured) 11

36,055,050 - - 90,434,664

17,578,106 280,821 - 66,167,350

34,500 - 8,342,592 -

32,500 8,472,592 -

Total current liabilities

126,489,714

84,026,277

8,377,092

8,505,092

TOTAL LIABILITIES 139,934,390 91,554,444 8,377,092 8,505,092 TOTAL EQUITY AND LIABILITIES

281,876,812 225,694,737 101,932,651 101,950,961

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

Nos 2-8, Lorong 6E/91, Taman Shamelin Perkasa, Batu 3 1/2 Jalan Cheras, 56100 Kuala Lumpur.

Tel No : +603-9283 7518 Fax No : +603-9283 7536

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