TOMEI AnnualReport2013

Tomei Consolidated Berhad Annual Report 2013
TABLE OF
CONTENTS
1
2
7
15
Table of Contents
Financial Highlights
Corporate Information
Corporate Structure
Corporate Profle
Profle of the Board of Directors
Chairmans Statement
Statement on Corporate
Governance
Statement on Corporate
Social Responsibilities
Audit Committee Report
Statement on Risk Management
& Internal Control
Additional Compliance Information
Directors' Responsibility Statement
Financial Statements
List of Properties
Shareholdings Analysis
Notice of Annual General Meeting
Statement Accompanying Notice
of Annual General Meeting
Proxy Form
03
04
06
09
21
22
25
30
31
123
28
120
121
127
129
5 YEARS FINANCIAL
HIGHLIGHTS
5 Years Financial Highlights
Revenue (RM ' 000)
Profit / (Loss) Before Tax (RM ' 000)
Profit / (Loss) Attributable to Owners
of the Parent (RM ' 000)
Total Shareholders' Fund (RM ' 000)
Net Tangible Assets Per Share (RM)
Net Earnings / (Loss) Per Share (Sen)
Gross Dividend Per Share (Sen)
2009
300,890
26,318
18,239
128,712
1.02
14.48
3.00
2010
356,286
30,446
21,381
152,312
1.10
15.63
3.30
2011
505,387
45,705
31,198
183,131
1.32
22.51
3.50
2012
583,157
21,669
14,242
192,397
1.39
10.28
2.00
2013
701,907
(3,736)
(4,405)
186,490
1.35
(3.18)
1.00
TOMEI CONSOLIDATED BERHAD (692959-W)
ANNUAL REPORT 2013
Page 2
R
M

'

0
0
0

2009
Year
2010 2011 2012 2013
(10,000)
-
10,000
20,000
30,000
40,000
50,000
Profit / (Loss)
Before Tax
(5.00)
-
5.00
10.00
15.00
20.00
25.00
S
e
n

Net Earnings / (Loss)
Per Share
2009 2010 2011 2012 2013
Year
(5,000)
-
5,000
10,000
15,000
20,000
25,000
30,000
35,000
R
M

'

0
0
0

2009 2010 2011 2012 2013
Year
Profit / (Loss) Attributable
to Owners of the Parent
-
200,000
400,000
600,000
800,000
2009
Year
2010 2011 2012 2013
R
M

'

0
0
0

Revenue
2009 2010 2011 2012 2013
Year
Total Shareholders'
Fund
-
50,000
100,000
150,000
200,000
R
M

'

0
0
0

-
0.20
0.40
0.60
0.80
1.00
1.20
1.40
R
M

Net Tangible Assets
Per Share
2009 2010 2011 2012 2013
Year
2009 2010 2011 2012 2013
Year
-
0.50
1.00
1.50
2.00
2.50
3.00
3.50
4.00
S
e
n

Gross Dividend
Per Share
CORPORATE
INFORMATION
BOARD OF DIRECTORS
Tan Sri Datuk Ng Teck Fong
Group Executive Chairman
Datuk Ng Yih Pyng
Group Managing Director
Raja Dato Seri Aman Bin Raja Haji Ahmad
Senior Independent Non-Executive Director
Datin Nonadiah Binti Abdullah
Independent Non-Executive Director
M Chareon Sae Tang @ Tan Whye Aun
Lau Tiang Hua
Datin Choong Chow Mooi
Group Executive Director
Ng Yih Chen
Ng Sheau Chyn
Ng Sheau Yuen
AUDIT COMMITTEE
Lau Tiang Hua
Chairman, Independent Non-Executive Director
RISK MANAGEMENT COMMITTEE
Lau Tiang Hua

Datuk Ng Yih Pyng
REMUNERATION COMMITTEE
Lau Tiang Hua
Datuk Ng Yih Pyng
NOMINATION COMMITTEE
Lau Tiang Hua
COMPANY SECRETARY
Teoh Kok Jong (LS 04719)
REGISTERED OFFICE
Suite B13A-4, Tower B, Level 13A,
Northpoint Offices, Mid Valley City,
No. 1, Medan Syed Putra Utara,
59200 Kuala Lumpur.
Tel: 03-2287 1608
Fax: 03-2287 6608
PRINCIPAL PLACE OF BUSINESS
8-1, Jalan 2/131A,
Project Jaya Industrial Estate,
Batu 6, Jalan Kelang Lama,
58200 Kuala Lumpur.
Tel: 03-7784 8136
Fax: 03-7784 8140
Website: www.tomei.com.my
AUDITOR
BDO (AF 0206)
12th Floor, Menara Uni.Asia,
1008, Jalan Sultan Ismail,
50250 Kuala Lumpur.
PRINCIPAL BANKERS
United Overseas Bank (M) Berhad (271809-K)
Level 2, Menara UOB,
Jalan Raja Laut,
50350 Kuala Lumpur.
HSBC Bank Malaysia Berhad (127776-V)
3rd Floor, North Tower,
No 2, Jalan Ampang,
50100 Kuala Lumpur.
RHB Bank Berhad (6171-M)
Level 7, Tower 3, RHB Centre,
Jalan Tun Razak,
50400 Kuala Lumpur.
Ambank (M) Berhad (8515-D)
Level 12A, Menara Dion,
Jalan Sultan Ismail,
50250 Kuala Lumpur.
Hong Leong Bank Berhad (97141-X)
Ground Floor, Tower A,
PJ City Development,
15A, Jalan 219, Section 51A,
46100 Petaling Jaya,
Selangor.
SHARE REGISTRAR
Bina Management (M) Sdn. Bhd. (50164-V)
Lot 10, The Highway Centre,
Jalan 51/205,
46050 Petaling Jaya,
Selangor.
STOCK EXCHANGE LISTING
Main Market,
Bursa Malaysia Securities Berhad (30632-P)
Stock Code: 7230
Stock Name: TOMEI
ANNUAL REPORT 2013
Page 3
CORPORATE
STRUCTURE
ANNUAL REPORT 2013
100% Tomei Gold & Jewellery Manufacturing Sdn. Bhd. (184348-V)
100% Yi Xing Goldsmith Sdn. Bhd. (164963-M)
100% Tomei Marketing Sdn. Bhd. (16772-K)
100% Tomei Retail Sdn. Bhd. (701040-P)
100% Emas Assayer Sdn. Bhd. (513267-X)
100% Tomei International Limited (1069099)
100% Wealthy Concept Limited (1159171)
61% Gemas Precious Metals Industries Sdn. Bhd. (426096-W)
55% O M Design Sdn. Bhd. (925204-T)
70% Tomei TI Sdn. Bhd. (763238-K) (under members voluntary winding up)
TOMEI RETAIL SDN. BHD. (701040-P)
100% My Diamond Sdn. Bhd. (555881-V)
100% TH Jewelry Sdn. Bhd. (590949-K)
100% Le Lumiere Sdn. Bhd. (758734-W)
100% De Beers Diamond Jewellers Sdn. Bhd. (1026561-M)
100% Cindai Permata Sdn. Bhd. (586915-X)
100% Tomei Gold & Jewellery Holdings (M) Sdn. Bhd. (33551-H)
100% Tomei Gold & Jewellery (MJ) Sdn. Bhd. (477070-V)
100% MyTomei Sdn. Bhd. (597346-T)
100% Tomei Worldwide Franchise Sdn. Bhd. (649283-T)
100% Goldheart Jewelry (M) Sdn. Bhd. (924359-X)
100% Goldheart (M) Sdn. Bhd. (924360-H)
100% J & G Collections Sdn. Bhd. (380123-X)
100% Tomei Gold & Jewellery (WM) Sdn. Bhd. (526519-X) (under members voluntary winding up)
TOMEI GOLD & JEWELLERY HOLDINGS (M) SDN. BHD. (33551-H)
100% Tomei Gold & Jewellery (M.V.) Sdn. Bhd. (480795-A)
100% Tomei (Vietnam) Company Limited (473042000013)
100% Tomei Gold & Jewellery (K.P.) Sdn. Bhd. (559613-P) (under members voluntary winding up)
100% Tomei Gold & Jewellery (Klang) Sdn. Bhd. (176665-W) (under members voluntary winding up)
TOMEI GOLD & JEWELLERY (MJ) SDN. BHD. (477070-V)
100% Tomei Gold & Jewellery (S.A.) Sdn. Bhd. (180429-D) (under members voluntary winding up)
TOMEI GOLD & JEWELLERY MANUFACTURING SDN. BHD. (184348-V)
100% Lumiere 2006 Limited (1068733)
WEALTHY CONCEPT LIMITED (1159171)
100% Wealthy Concept Jewellery (Shenzhen) Company Limited (440301503321095)
Page 4
CORPORATE
PROFILE
Today, Tomei Group is an Integrated
Manufacturer and Retailer of Gold &
Jewellery. The needs to cater for the
demand of young and trendy lifestyle
propelled the Group to introduce My
Diamond, specializing in trendy white gold
and diamond collections to the market in
year 2002. The following year, the Group
set up its own boutique under the name
T.H. Jewelry to display its high end range
of collections. Following the successful
acquisition of Le Lumiere, a renowned
international brand for Hearts & Arrows
Diamond in year 2007, the Group set up its
first Le Lumiere boutique in 2008. In 2011,
the Group further added on another brand
into its fold with the acquisition of
Goldheart displaying unique jewellery
series for wedding collections. In 2013, the
first De Beers Diamond retail outlet in
Malaysia was opened to the public and
managed exclusively by the Group.
As part of the Group continuous effort and
commitment to quality, the Group is
accredited with ISO in Quality
Management System for its retailing in
jewellery from Lloyds Register Quality
Assurance Kuala Lumpur since year 2003.
In the year 2003, the Group was awarded
with the status Superbrands Malaysia
2003/2004, being the first jeweller in
Malaysia to receive the award. Since year
2004, the Group has been consistently
awarded with the Fair Price Shop Awards
by the Ministry of Domestic Trade and
Consumer Affairs, Malaysia for its
excellent customer service at its retail
outlets. In 2010, the Group acclaimed its
position as a reputable brand in Malaysia
when it clinched the title Malaysian Brand
Certification awarded by SIRIM QAS
International Sdn. Bhd. and later the
Enterprise 50 awards in the year 2011. The
Groups reputation as among the most
trusted business enterprise was further
reinforced with the awarding of the 11th
Asia Pacific International Honesty
Enterprise-Keris Award 2012. In 2013, the
Group won several awards under the Sin
Chew Business Excellence Awards 2013
including the much coveted Lifetime
Achievement Awards. During the same
year, it won the Eminent Eagle category for
the Golden Eagle Award 2013 and
managed to clinch both the MBA Industry
Excellence Awards (Retail) 2013 and the
Top 10 Asian Icon Award 2013.
Currently, the Group holds the exclusive
distribution right to sell 24k gold jewellery
under the brand Prima Gold and Batar
Jewellery in Malaysia. In line with the
increasing demand for gold investment
products and general acceptance to the
concept of e-commerce, the Group
introduces GoldSilver2u.com, an e-portal
specializing in gold and silver investment
since 2011. Tomei also has the licence to
manufacture, distribute and sell gold
products under Baby Looney Tunes and
Super Heroes copyright character in
Malaysia from Warner Bros. Consumer
Product Inc., USA.
Year 2006 opened up a new chapter in the
Groups history with the quotation of Tomei
Consolidated Berhad on the Main Market,
Bursa Malaysia Securities Berhad.
The Group was granted an Investment
licence to set up its manufacturing
activities in Socialist Republic of Vietnam
in the year 2006, marking its maiden
overseas venture and currently has 1 retail
outlet and 5 retail kiosks in Vietnam
located in various shopping complexes.
The Group manufacturing facilities in
Vietnam produces jewellery for local
consumption as well as for export.
In the year 2008, the Group was granted a
Certificate of Approval to establish an
Enterprise in Peoples Republic of China
by Shenzhen Registrar of Trading and
Industries. Following the approval, the
Group commenced its own Tomei retail
kiosks, retailing various type of jewellery
and currently has 7 retail kiosks in China.
To date, the Group has 71 jewellery retail
outlets in Malaysia and 13 jewellery retail
presence overseas within 6 major umbrella
brands namely Tomei, My Diamond, T.H.
Jewelry, Le Lumiere, Goldheart and De
Beers.
Tomei was founded way back in 1968 with the commencement of business
in design and manufacturing of jewellery, supplying to local jewellers. As
the business grew, Tomei ventured into the establishment of first retail
outlet under the brand name TOMEI in Campbell Shopping Complex in
Kuala Lumpur in the early seventies and subsequently commenced the
business of wholesale and distribution of jewellery.
ANNUAL REPORT 2013
Page 6
PROFILE OF THE BOARD OF
DIRECTORS
Malaysian, 76 years of age, was appointed as Executive Chairman on 21 April 2006. He graduated with a Bachelor of Science degree in
Chemistry from the Taiwan National Cheng Kung University, Taiwan and was conferred the Honorary Professor title by the Yunnan
University of Finance and Economics in 2008.
As the founder and Executive Chairman, he has been instrumental in the growth and development of the Group and is responsible for its
overall strategic business direction. He brings with him more than 40 years of experience in the jewellery industry including precious
metals and gemstones and is a respected authority in gold, silver, platinum and their alloys as well as other precious stones.
In his dedication to assure products of the highest quality, Tan Sri Datuk Ng assisted the establishment of the Fedmas Assay Office Sdn.
Bhd. in Penang, Kuala Lumpur and Johor Bahru for the sole purpose of testing the precious metal content of jewellery and ensuring
compliance with national and international standards. He was the President of the Federation of Goldsmiths and Jewellers Association
for six years since 1996 and continues to serve as an advisor till now. He is also currently serving several other associations in various
capacities. Tan Sri Datuk Ng received the recognition of a Lifetime Achievement presented by the Sin Chew Business Excellence Award
2013 in recognition to his extensive contribution to the business and society.
Tan Sri Datuk Ng does not have any directorship in other public companies. His sons, Datuk Ng Yih Pyng and Mr Ng Yih Chen,
daughters, Ms Ng Sheau Chyn and Ms Ng Sheau Yuen and daughter-in-law, Datin Choong Chow Mooi are also members of the Board.
Malaysian, 56 years of age, was appointed
as Independent Non-Executive Director on
21 April 2006. She graduated with a
Bachelor of Business (Administration) from
the Royal Melbourne Institute of
Technology in Australia in 1981 and
thereafter obtained a Diploma in
Montessori Method of Education, St.
Nicholas, London, United Kingdom. She
began her career in 1980 with the Public
Works Department, Melbourne, Australia
as an Accounts Executive. She has also
served Bumiputra-Commerce Bank
Berhad from 1982 to 1989 and her last
position was Manager in Corporate
Banking Division. In 1991, she became a
licensed Dealers Representative and was
attached to a stockbroking firm until 1997.
Datin Nonadiah does not have any
directorship in other public companies.
She also does not have any family
relationship with any director of the
Company.
Datuk Ng Yih Pyng
as Managing Director on 21 April 2006. He
holds a Bachelor of Business
Administration degree in Finance in 1990
from Iowa State University in the United
States of America (USA) and received a
Master in Business Administration in
Corporate Finance in 1991 from Iowa State
University in the USA. Upon graduation, he
joined the Group as a Director and is
responsible for the overall management
and business development of the Group. In
addition to his role as Director, he is
elected as the President of Federation of
Goldsmiths and Jewellers Association of
Malaysia and Chairman of the Fedmas
Assay Office. Datuk Ng is the council
member of The Associated Chinese
Chamber of Commerce & Industry
Malaysia and serves as the Chairman of its
Young Entrepreneurs Committee. In
addition he is also elected the council
member of the Chinese Chamber of
Commerce & Industry of Kuala Lumpur &
Selangor and holds the position of Youth
Chairman. Datuk Ng also serves as the
committee member for the SMECorp
Young Entrepreneurship panel.
Datuk Ng does not have any directorship in
other public companies. He is the son to
Tan Sri Datuk Ng Teck Fong. His siblings,
Mr Ng Yih Chen, Ms Ng Sheau Chyn and
Ms Ng Sheau Yuen and spouse Datin
Choong Chow Mooi are also members of
the Board.
21 April 2006. He is a member of the
Malaysian Institute of Accountants (MIA),
a Certified Public Accountant and Fellow of
the Institute of Chartered Accountant
England and Wales. He is also a Fellow of
the Institute of Bankers Malaysia. He held
various positions in Maybank Group from
1974 to 1985 prior to joining Affin Bank
Berhad in 1985 as an Executive
Director/Chief Executive Officer (CEO).
He left Affin Bank Berhad in 1992 to join
Perbadanan Usahawan Nasional Berhad
as the CEO for one year. He was
reappointed as CEO of Affin Bank Berhad
in 1995 and retired in 2003.
Raja Dato Seri Aman also sits on the
board of Ahmad Zaki Resources Berhad,
Affin Holdings Berhad and Affin Investment
Bank Berhad and sit on the government
consultative committee, Pemudah. He
does not have any family relationship with
any director of the Company.
ANNUAL REPORT 2013
Page 7
as Executive Director on 21 April 2006.
She graduated with a Bachelor of Business
Administration degree from Iowa State
University in the USA in 1989 and received
a degree in Gemology from the
Gemological Institute of America, Santa
Monica California in 1991. Since her return
to Malaysia, she joined the Group in 1995
as General Manager. She is a trained
gemologist and currently responsible for
the jewellery division of the Group. In
addition, Datin Choong also overseeing
the general administrative issues of the
Group.
Datin Choong does not have any
directorship in other public companies.
She is the spouse to Datuk Ng Yih Pyng.
Her father-in-law, Tan Sri Datuk Ng Teck
Fong, brother-in-law, Mr Ng Yih Chen, and
sisters-in-law Ms Ng Sheau Chyn and Ms
Ng Sheau Yuen are also members of the
Board.
Lau Tiang Hua
21 April 2006. Mr Lau is a member of the
Malaysian Institute of Certified Public
Accountants, MIA and Malaysian Institute
of Taxation. He articled with Peat Marwick,
Mitchell & Co and later served as an Audit
Manager with Arthur Young & Co.
Thereafter, Mr Lau joined a major
newspaper company as its Accountant and
was subsequently promoted to the position
of General Manager for Finance and
Administration. In the year 1985, he
established his own accounting practice,
JB Lau & Associates, which has since
become a member firm of Grant Thornton
International Ltd.
Mr Lau also sits on the board as an
independent director of Scanwolf
Corporation Berhad and Ewein Berhad. Mr
Lau does not have any family relationship
with any other director of the Company.
21 April 2006. Mr Tang obtained his
Bachelor of Law degree from Kings
College, University of London and is a
Barrister-at-law of the Inner Temple
London. He has been in the legal practice
since 1968, first as a Legal Assistant in
Messrs Shearn & Delamore and later as a
Partner at Messrs Chye, Chow Chung &
Tang until 1976. At present, he manages
his own legal practice, Messrs C.S. Tang &
Co. Mr Tang is currently the Deputy
Treasurer of The Associated Chinese
Chamber of Commerce & Industry of
Malaysia & also elected as the Deputy
President of Chinese Chamber of
Commerce & Industry of Kuala Lumpur
and Selangor.
Mr Tang also sits on the board of Amsteel
Corporation Berhad and Lion Corporation
Berhad. He does not have any family
relationship with any director of the
Company.
Ng Sheau Yuen
as Executive Director on 21 April 2006. In
1991, she obtained her Bachelor of
Business Administration degree from Iowa
State University in the USA and
subsequently obtained her Master of
Business Administration from the same
university in 1993. In 2005, she has also
obtained a Diploma in Diamond Grading
from the Gemological Institute of America.
Upon graduation in 1993, she started her
career as a lecturer in Sunway College. In
1996, she left to join PT Safilindo Permata
in Bandung, Indonesia which is involved in
textile operation as Assistant Manager. In
2003, she left the company to join the
Group as Director in the gold division.
Ms Ng does not have any directorship in
other public companies. She is the
daughter to Tan Sri Datuk Ng Teck Fong.
Her siblings, Datuk Ng Yih Pyng, Mr Ng Yih
Chen and Ms Ng Sheau Chyn and
sister-in-law Datin Choong Chow Mooi are
also members of the Board.
Ng Yih Chen
as Executive Director on 21 April 2006. He
obtained a Bachelor of Business
Administration degree in Marketing from
Iowa State University in the USA in 1988
and further pursued with Gemology at the
Gemological Institute of America in 1990
before receiving a Master of Business
Administration (Finance) from the
University of Hull, United Kingdom in 1996.
Upon graduation in 1988, he joined the
Group as Director and is currently
responsible for specialized sales of the
Group.
Mr Ng does not have any directorship in
other public companies. He is the son to
Tan Sri Datuk Ng Teck Fong. His siblings,
Datuk Ng Yih Pyng, Ms Ng Sheau Chyn
and Ms Ng Sheau Yuen and sister-in-law
Datin Choong Chow Mooi are also
members of the Board.
Ng Sheau Chyn
as Executive Director on 21 April 2006.
She obtained a Bachelor of Science
degree in Computer Engineering as well as
a Master degree in Computer Engineering
from Iowa State University USA in 1990
and 1991 respectively.
She also served as a Research Assistant
in the Department of Electrical and
Computer Engineering at the same
university from 1990 to 1991. Since her
return to Malaysia in 1992, she joined the
Group as Director and has been
responsible for the wholesale and
manufacturing operations of the Group.
Ms Ng does not have any directorship in
other public companies. She is the
daughter to Tan Sri Datuk Ng Teck Fong.
Her siblings, Datuk Ng Yih Pyng, Mr Ng Yih
Chen and Ms Ng Sheau Yuen and
sister-in-law Datin Choong Chow Mooi are
also members of the Board. Mr Ong Kee
Liang, the spouse of Ms Ng is a
shareholder of Ong Tiong Yee & Sons
Sdn. Bhd. (OTY). OTY is involved in
retailing of gold and jewelleries.
Notes:-
1. Save as disclosed above and in pages 28 to 29, none of the Directors have:-
(a) any conflict of interest with the Company
(b) any conviction of offences (other than traffic offences) within the past ten (10) years.
2. The respective Directors interests in the Company are detailed in
page 121 of the Annual Report.
PROFILE OF THE BOARD OF DIRECTORS (continued)
ANNUAL REPORT 2013
Page 8
TAN SRI DATUK NG TECK FONG
GROUP EXECUTIVE CHAIRMAN
ANNUAL REPORT 2013
Page 9
On behalf of the Board of Directors of Tomei Consolidated Berhad, it is my pleasure to
present you the Annual Report and Audited Financial Statements of our Group and of our
Company for the financial year ended 31 December 2013.
Tomei celebrated its 45th year anniversary in the year 2013. It is a significant milestone for
the Group as during this period, it managed to transform itself from a small jewellery
manufacturer into a major player in the jewellery industry. Over these years, the Group has
come across and survived many turbulence such as the oil crisis in the 70s, the world
recession in the 80s, the Asian financial crisis in the 90s and the recently sub-prime crisis in
the US to the sovereign debt problem in the European countries. The Group has been
prudence in managing its business affairs and emerged stronger from all those difficult time.
It also served as a valuable lesson for the Group to continue and grow in its business
dealings. In the year 2013, the gold and jewellery industry suffered yet from another
setback, this time come from an unprecedented drop in gold price by almost 30% within the
year. Tomei being a leading player in the gold and jewellery industry is no exception and
succumbed to this volatility.

The sudden drop in gold price especially during the first half of the year has triggered a gold
rush among consumers to purchase gold and gold related items creating a healthy demand
for the Groups sales. However as the euphoria died off and the retail market softened
towards the year end, demand started to dwindle. The volatility of gold price on the other
hand has resulted the Group to report lower profit margin on its business. This challenging
environment has dictated the performance of the Group for financial year 2013. During the
current financial year, the Group reported total revenue of RM701.907 million and a loss
before tax of RM3.736 million.
and raising proceed of RM6.095 million.
We also wound up a few subsidiary
companies which were dormant to create a
much leaner corporate structure.
Recognizing on the changing consumer
buying pattern, the Group also introduces
alternative channel in delivering sales to its
customers. The introduction of
GoldSilver2u.com, the first e-portal of its
kind in Malaysia continues to reach out to
customers using web base services in
securing sales. Tomeis Jewel Club, the
Groups customer loyalty programme
which was introduced in 2011 has
managed to register a large number of
membership while Tomeis Facebook page
managed to garnered a large group of
followers.
Tomei continues to innovate and offer
various offerings and designs to
Ana-stasia, our very own gold jewellery
master piece design adds on the glitter to
our existing collections. In complementing
these collections, Tomei also has the
exclusive distributorship rights for the
renowned Batar Jewellery from China
and Prima Gold from Thailand. The
Group also has the licence to manufacture
and sell Baby Looney Tunes and Super
Heroes gold character in Malaysia from
Warner Bros. Consumer Products Inc.,
USA.
In February 2013, the first De Beers
diamond retail outlets in Malaysia opened
its door to the public and exclusively
managed by the Group. This marked a
significant achievement for the Group as
De Beers is always synonymous with the
best diamond in the world. It also
reinforces the Group standing as among
the best in its league in the diamond and
jewellery industry. In addition, the Group is
also granted the option for the franchise
right to set up and operate De Beers retail
outlets in Singapore, Indonesia, Thailand
and Vietnam.
The Group is committed to improve on its
retail business in Malaysia by continue
upgrading and refurbishing its retail stores
to provide a fresh and condusive shopping
experience for its customers. Despite the
challenging environment, the Group is still
discussing with mall operators to set up
new stores in the new prominent and
upcoming retail locations. In addition to De
Beers, the Group is currently operating
another 70 retail outlets in Malaysia under
various brand, namely Tomei, My
Diamond, Le Lumiere, Goldheart and T.H.
Jewelry.
Tomei continues to build its branding in
both the Peoples Republic of China and
the Socialist Republic of Vietnam.
Currently Tomei has 7 retail kiosks in
China while in Vietnam, it has 1 retail outlet
and 5 retail kiosks. It also has a
manufacturing facilitiy in the AMATA
Industrial Park, Vietnam which produces
jewellery for its own consumption as well
as for export.
The Group took cognizance of the present
market condition and continues to vigilantly
monitor its situation. It also took steps to
restructure and rebalance its portfolio
including closing certain retail outlets that
is not performing up to expectation while
certain non-core assets are being
disposed of. During the year, the Group
disposed of its subsidiary company, Tomei
Gold & Jewellery (Subang) Sdn. Bhd.
which is a property management company
AWARDS
In recognition of our excellent
achievements and contribution to the
industry, our Group has received
numerous accolades and recognitions.
During the year 2013, the Group received
multiple recognitions from the Sin Chew
Business Excellence Awards 2013 ranging
from the prestigious Lifetime Achievement
Award to the Retail Excellence Award and
Products and Service Quality Excellence
Award. It won the Eminent Eagle category
for the Golden Eagle Award 2013
presented to Malaysia 100 Excellent
Enterprise. The Group also received the
MBA Industry Excellence Awards (Retail)
2013 from the ASEAN BAC and Top 10
Asian Icon Award 2013 in recognition of
the Group excellent achievement in the
retail business.
Tomei is also among the few in Malaysia to
clinch the Malaysian Brand Certification
awarded by SIRIM QAS International Sdn.
Bhd. since year 2010. In line with our
Groups emphasis and commitment on
quality, our Group is certified with the ISO
accreditations in quality management
system for our retailing in gold and
jewellery products from the Lloyds
Register Quality Assurance, Kuala
Lumpur.
CORPORATE SOCIAL RESPONSIBILITY
Tomei always committed to play its role as
a responsible corporate citizen. Every
year, the Group takes initiative to launch
various programmes to assist different
targeted groups irrespective of their
colours, creeds and beliefs.
During the year 2013, the Group in its
belief to advance the cause of education
has contributed RM30,000 to The Star
Step Up School Sponsorship Programme
2013.
DIVIDEND
Your Board is pleased to recommend a
first and final single tier dividend of 1.0 sen
per ordinary share for the financial year
ended 31 December 2013 for
shareholders approval at the forthcoming
Annual General Meeting.
OUTLOOK
With the stable Malaysian economy, the
recent recovery in gold price and the
ongoing cost rationalization exercise, the
Group is cautiously optimistic that it will
perform better in the year 2014.
APPRECIATION
On behalf of the Board of Directors, I would
like to express our sincere appreciation
and thanks to all our invaluable customers,
bankers, suppliers, government
authorities, business associates and
shareholders for your continuous support.
My thanks also go to the management and
staff of the Group for your utmost
commitment, dedication and hard work in
ensuring our success.
Last but not least, to my fellow Directors, I
thank you for your invaluable advice and
support.
ANNUAL REPORT 2013
Page 10
CHAIRMANS
STATEMENT
and raising proceed of RM6.095 million.
We also wound up a few subsidiary
companies which were dormant to create a
much leaner corporate structure.
Recognizing on the changing consumer
buying pattern, the Group also introduces
alternative channel in delivering sales to its
GoldSilver2u.com, the first e-portal of its
kind in Malaysia continues to reach out to
customers using web base services in
securing sales. Tomeis Jewel Club, the
Groups customer loyalty programme
which was introduced in 2011 has
managed to register a large number of
membership while Tomeis Facebook page
managed to garnered a large group of
followers.
Tomei continues to innovate and offer
various offerings and designs to
Ana-stasia, our very own gold jewellery
master piece design adds on the glitter to
our existing collections. In complementing
these collections, Tomei also has the
exclusive distributorship rights for the
renowned Batar Jewellery from China
and Prima Gold from Thailand. The
Group also has the licence to manufacture
and sell Baby Looney Tunes and Super
Heroes gold character in Malaysia from
Warner Bros. Consumer Products Inc.,
USA.
In February 2013, the first De Beers
diamond retail outlets in Malaysia opened
its door to the public and exclusively
managed by the Group. This marked a
significant achievement for the Group as
De Beers is always synonymous with the
best diamond in the world. It also
reinforces the Group standing as among
the best in its league in the diamond and
jewellery industry. In addition, the Group is
also granted the option for the franchise
right to set up and operate De Beers retail
outlets in Singapore, Indonesia, Thailand
and Vietnam.
The Group is committed to improve on its
retail business in Malaysia by continue
upgrading and refurbishing its retail stores
to provide a fresh and condusive shopping
experience for its customers. Despite the
challenging environment, the Group is still
discussing with mall operators to set up
new stores in the new prominent and
upcoming retail locations. In addition to De
Beers, the Group is currently operating
another 70 retail outlets in Malaysia under
various brand, namely Tomei, My
Diamond, Le Lumiere, Goldheart and T.H.
Jewelry.
Tomei continues to build its branding in
both the Peoples Republic of China and
the Socialist Republic of Vietnam.
Currently Tomei has 7 retail kiosks in
China while in Vietnam, it has 1 retail outlet
and 5 retail kiosks. It also has a
manufacturing facilitiy in the AMATA
Industrial Park, Vietnam which produces
jewellery for its own consumption as well
as for export.
The Group took cognizance of the present
market condition and continues to vigilantly
monitor its situation. It also took steps to
restructure and rebalance its portfolio
including closing certain retail outlets that
is not performing up to expectation while
certain non-core assets are being
disposed of. During the year, the Group
disposed of its subsidiary company, Tomei
Gold & Jewellery (Subang) Sdn. Bhd.
which is a property management company
AWARDS
In recognition of our excellent
achievements and contribution to the
industry, our Group has received
numerous accolades and recognitions.
During the year 2013, the Group received
multiple recognitions from the Sin Chew
Business Excellence Awards 2013 ranging
from the prestigious Lifetime Achievement
Award to the Retail Excellence Award and
Products and Service Quality Excellence
Award. It won the Eminent Eagle category
for the Golden Eagle Award 2013
presented to Malaysia 100 Excellent
Enterprise. The Group also received the
MBA Industry Excellence Awards (Retail)
2013 from the ASEAN BAC and Top 10
Asian Icon Award 2013 in recognition of
the Group excellent achievement in the
retail business.
Tomei is also among the few in Malaysia to
clinch the Malaysian Brand Certification
awarded by SIRIM QAS International Sdn.
Bhd. since year 2010. In line with our
Groups emphasis and commitment on
quality, our Group is certified with the ISO
accreditations in quality management
system for our retailing in gold and
jewellery products from the Lloyds
Register Quality Assurance, Kuala
Lumpur.
CORPORATE SOCIAL RESPONSIBILITY
Tomei always committed to play its role as
a responsible corporate citizen. Every
year, the Group takes initiative to launch
various programmes to assist different
targeted groups irrespective of their
colours, creeds and beliefs.
During the year 2013, the Group in its
belief to advance the cause of education
has contributed RM30,000 to The Star
2013.
DIVIDEND
Your Board is pleased to recommend a
first and final single tier dividend of 1.0 sen
per ordinary share for the financial year
ended 31 December 2013 for
shareholders approval at the forthcoming
Annual General Meeting.
OUTLOOK
With the stable Malaysian economy, the
recent recovery in gold price and the
ongoing cost rationalization exercise, the
Group is cautiously optimistic that it will
perform better in the year 2014.
APPRECIATION
On behalf of the Board of Directors, I would
like to express our sincere appreciation
and thanks to all our invaluable customers,
bankers, suppliers, government
authorities, business associates and
shareholders for your continuous support.
My thanks also go to the management and
staff of the Group for your utmost
commitment, dedication and hard work in
ensuring our success.
Last but not least, to my fellow Directors, I
thank you for your invaluable advice and
support.
CHAIRMANS STATEMENT (continued)
ANNUAL REPORT 2013
Page 11
ANNUAL REPORT 2013
Page 12
20131231
201345
7080
90
2013
2013
719073736
6095
-
GoldSilver2u.com
2011
- Tomei Jewel Club
Ana-stasia
Prima Gold
Warner
Bros. Consumer Products Inc.
Baby Looney Tunes
Super Heroes
20132De Beers
De Beers
De Beers
De Beers
70
TomeiMy DiamondLe Lumiere
GoldheartT.H. Jewelry
7
51
AMATA
2013
2013
100
-Top
10
2010
- SIRIM QAS
International Sdn. Bhd.

Lloyds Register Quality
AssuranceISO
2013
3The Star Step
Up School Sponsorship Programme
20131231
1
2014

ANNUAL REPORT 2013
Page 13
Bagi pihak Lembaga Pengarah Tomei Consolidated Berhad, saya dengan sukacitanya
membentangkan Laporan Tahunan dan Penyata-penyata Kewangan Teraudit Kumpulan
dan Syarikat kami bagi tahun kewangan yang berakhir pada 31 Disember 2013.
Tomei merayakan ulang tahun penubuhannya yang ke-45 pada tahun 2013. Ini merupakan
satu perkembangan yang amat penting bagi Kumpulan kerana dalam tempoh yang sama,
ia berjaya mentransformasi dari sebuah pengeluar barangan kemas secara kecil-kecilan
kepada pemain utama dalam industri barangan kemas. Dalam jangka masa ini, Kumpulan
telah melalui dan berjaya menangani pelbagai pergolakan, antaranya termasuklah krisis
bekalan minyak pada tahun 70-an, kemelesetan ekonomi dunia pada tahun 80-an, krisis
kewangan Asia pada tahun 90-an, dan baru-baru ini, krisis sub prima yang berlaku di
Amerika Syarikat, dan krisis hutang kerajaan di negara-negara Eropah. Melalui pengurusan
perniagaan yang berhemah, prestasi Kumpulan kian mantap melalui detik-detik genting
tersebut. Ia turut memberi satu pengajaran yang amat berharga kepada Kumpulan untuk
terus berkembang di dalam perniagaannya. Pada tahun 2013, industri emas dan barangan
kemas mengalami satu lagi kemunduran akibat kemerosotan harga emas sebanyak 30% di
dalam tempoh satu tahun. Tomei sebagai pemain utama di industri emas dan barangan
kemas juga tidak terkecuali dan turut mengalami ketidaktentuan ini.
Penurunan harga emas secara mendadak terutamanya pada separuh tahun pertama telah
mencetuskan permintaan tinggi pengguna terhadap emas serta barangan berkaitan emas
dan menghasilkan permintaan sihat terhadap penjualan Kumpulan. Walaubagaimanapun,
sejak keghairahan itu hilang dan pasaran runcit merosot menjelang hujung tahun,
permintaan mula menyusut. Ketidaktentuan harga emas juga menyebabkan Kumpulan
mencatat margin keuntungan perniagaan yang lebih rendah. Suasana mencabar ini telah
mempengaruhi pencapaian Kumpulan untuk tahun kewangan 2013. Dalam tahun
kewangan semasa, Kumpulan mencatat jumlah jualan sebanyak RM701.907 juta dan rugi
sebelum cukai sebanyak RM3.736 juta.
Kumpulan mengambil perhatian keadaan
pasaran semasa dan sentiasa mengawal
situasi dengan teliti. Kami turut mengambil
langkah untuk menstruktur dan
menyeimbang semula portfolio, antaranya
termasuk menutup kedai jualan runcit yang
gagal menunjukkan prestasi yang dijangka
manakala sesetengah aset bukan teras
dilupuskan. Pada tahun semasa,
Kumpulan melupuskan syarikat
subsidiarinya, Tomei Gold & Jewellery
(Subang) Sdn. Bhd., sebuah syarikat
pengurusan hartanah dan berjaya
mengumpul dana sebanyak RM6.095 juta.
Kami juga menggulung beberapa syarikat
subsidiari yang tidak aktif demi membina
struktur korporat yang lebih mantap.
Menyedari akan perubahan corak
pembelian pengguna, Kumpulan telah
memperkenalkan saluran jualan alternatif
kepada pelanggan. GoldSilver2u.com,
sebuah e-portal penjualan barangan
kemas yang pertama di Malaysia terus
menghubungkan pelanggan yang
menggunakan perkhidmatan jualan atas
talian dalam menempah jualan.
Tomei Jewel Club, program loyalti
pelanggan Kumpulan yang diperkenalkan
pada tahun 2011 telah menunjukkan
peningkatan keahlian yang ramai
manakala laman Facebook Tomei berjaya
menarik ramai pengikut.
Tomei terus berinovasi dan menawarkan
pelbagai tawaran dan rekaan kepada
pelanggan. Pengenalan Ana-stasia,
rekaan barangan kemas emas kami
tersendiri telah menyerikan lagi koleksi
kami yang sedia ada. Demi melengkapkan
koleksi ini, Tomei turut mendapat hak
pengedaran eksklusif untuk Batar
Jewellery yang terkemuka dari China dan
Prima Gold dari Thailand. Kumpulan
kami juga mempunyai lesen untuk
mengilang dan menjual watak barangan
emas Baby Looney Tunes dan Super
Heroes di Malaysia dari Warner Bros.
Consumer Products Inc., USA.
Pada Februari 2013, kedai jualan runcit
berlian De Beers yang pertama di Malaysia
membuka pintu kepada pelanggan dan
diurus secara eksklusif oleh Kumpulan. Ini
menandakan pencapaian ketara untuk
Kumpulan kerana jenama De Beers
adalah sinonim dengan berlian terbaik di
dunia. Pengiktirafan ini turut mengukuhkan
kedudukan Kumpulan sebagai antara yang
terbaik di dalam industri berlian dan
barangan kemas. Tambahan pula,
Kumpulan juga diberi opsyen hak francais
untuk memula dan menjalankan operasi
kedai jualan runcit De Beers di Singapura,
Indonesia, Thailand dan Vietnam.
Kumpulan komited untuk terus memajukan
perniagaan jualan runcit di Malaysia
dengan meningkat taraf dan
mengubahsuai semula kedai jualan runcit
demi menyediakan pengalaman
membeli-belah yang segar dan kondusif
untuk pelanggan. Walaupun berada dalam
suasana yang mencabar, Kumpulan masih
berbincang dengan pengendali pusat
membeli-belah untuk membuka kedai
jualan runcit yang baru di lokasi jualan
yang lebih prominen. Selain daripada De
Beers, kini Kumpulan beroperasi 70 lagi
rangkaian kedai jualan runcit di bawah
aneka jenama, khususnya Tomei, My
Diamond, Le Lumiere, Goldheart dan T.H.
Jewelry.
Tomei terus membina jenamanya di
kedua-dua Republik Rakyat China dan
Republik Socialis Vietnam. Kini Tomei
mempunyai 7 kiosk jualan runcit di China,
manakala di Vietnam ia mempunyai 1
kedai jualan runcit dan 5 kiosk jualan
runcit. Tomei juga mempunyai kemudahan
pengilangan di AMATA Industrial Park,
Vietnam yang mengeluarkan barangan
kemas untuk kegunaan sendiri mahupun
untuk diekspot.
ANUGERAH-ANUGERAH
Sebagai pengiktirafan kepada pencapaian
yang cemerlang dan sumbangan kepada
industri, Kumpulan kami telah merangkul
aneka anugerah dan pengiktirafan.
Pada tahun 2013, Kumpulan telah
dianugerahkan dengan Anugerah Lifetime
Achievement Award, Retail Excellence
Award dan Products and Service Quality
Excellence Award daripada Sin Chew
Business Excellence Awards 2013.
Kumpulan juga merupakan pemenang
kategori Eminent Eagle untuk Golden
Eagle Award 2013 yang dianugerahkan
kepada 100 syarikat terulung di Malaysia.
Kumpulan turut mendapat Anugerah MBA
Industry Excellence Awards (Retail) 2013
daripada ASEAN BAC dan Top 10 Asian
Icon Award 2013 untuk pengiktirafan
pencapaian cemerlang dalam perniagaan
runcit.
Tomei juga merupakan salah satu syarikat
yang dianugerah dengan Malaysian
Brand Certification daripada SIRIM QAS
International Sdn. Bhd. sejak tahun 2010.
Seiring dengan penekanan dan komitmen
terhadap kualiti, Kumpulan kami telah
ditauliah dengan akreditasi ISO dalam
sistem pengurusan kualiti untuk penjualan
runcit produk emas dan barangan kemas
daripada Lloyds Register Quality
Assurance, Kuala Lumpur.
TANGGUNGJAWAB SOSIAL KORPORAT
Tomei sentiasa komited dalam memainkan
peranannya sebagai warga korporat yang
bertanggungjawab. Setiap tahun,
Kumpulan memperkenalkan aneka
program untuk membantu mereka yang
memerlukannya tanpa mengira warna
kulit, perbezaan agama dan kepercayaan.
Pada tahun 2013, Kumpulan dengan
berpaksikan pegangannya untuk
memperkembangkan pendidikan, telah
menyumbang RM30,000 kepada The Star
2013.
DIVIDEN
Lembaga Pengarah dengan sukacitanya
mencadangkan dividen pertama dan akhir
single tier sebanyak 1.0 sen sesaham
bagi tahun kewangan yang berakhir pada
31 Disember 2013 untuk persetujuan
pemegang-pemegang saham dalam
Mesyuarat Agung Tahunan akan datang.
PROSPEK MASA DEPAN
Dengan kestabilan ekonomi Malaysia,
pemulihan harga emas dan rasionalisasi
kos yang berterusan, Kumpulan
berwaspada dan beroptimistik untuk
pencapaian yang lebih baik pada tahun
2014.
PENGHARGAAN
Bagi pihak Lembaga Pengarah, saya ingin
merakamkan penghargaan ikhlas dan
ucapan terima kasih kepada kesemua
pelanggan, jurubank, pembekal, badan
kerajaan, rakan niaga dan pemegang
saham atas sokongan berterusan anda.
Saya juga berterima kasih kepada pihak
pengurusan dan kakitangan Kumpulan
atas komitmen, dedikasi, dan ketekunan
anda dalam memastikan kejayaan
bersama.
Akhir kata, saya ingin merakamkan terima
kasih kepada rakan-rakan pengarah atas
nasihat dan sokongan mereka.
PENGERUSI EKSEKUTIF KUMPULAN
PENYATA
PENGERUSI
ANNUAL REPORT 2013
Page 14
Kumpulan mengambil perhatian keadaan
pasaran semasa dan sentiasa mengawal
situasi dengan teliti. Kami turut mengambil
langkah untuk menstruktur dan
menyeimbang semula portfolio, antaranya
termasuk menutup kedai jualan runcit yang
gagal menunjukkan prestasi yang dijangka
manakala sesetengah aset bukan teras
dilupuskan. Pada tahun semasa,
Kumpulan melupuskan syarikat
subsidiarinya, Tomei Gold & Jewellery
(Subang) Sdn. Bhd., sebuah syarikat
pengurusan hartanah dan berjaya
mengumpul dana sebanyak RM6.095 juta.
Kami juga menggulung beberapa syarikat
subsidiari yang tidak aktif demi membina
struktur korporat yang lebih mantap.
Menyedari akan perubahan corak
pembelian pengguna, Kumpulan telah
memperkenalkan saluran jualan alternatif
kepada pelanggan. GoldSilver2u.com,
sebuah e-portal penjualan barangan
kemas yang pertama di Malaysia terus
menghubungkan pelanggan yang
menggunakan perkhidmatan jualan atas
talian dalam menempah jualan.
Tomei Jewel Club, program loyalti
pelanggan Kumpulan yang diperkenalkan
pada tahun 2011 telah menunjukkan
peningkatan keahlian yang ramai
manakala laman Facebook Tomei berjaya
menarik ramai pengikut.
Tomei terus berinovasi dan menawarkan
pelbagai tawaran dan rekaan kepada
pelanggan. Pengenalan Ana-stasia,
rekaan barangan kemas emas kami
tersendiri telah menyerikan lagi koleksi
kami yang sedia ada. Demi melengkapkan
koleksi ini, Tomei turut mendapat hak
pengedaran eksklusif untuk Batar
Jewellery yang terkemuka dari China dan
Prima Gold dari Thailand. Kumpulan
kami juga mempunyai lesen untuk
mengilang dan menjual watak barangan
emas Baby Looney Tunes dan Super
Heroes di Malaysia dari Warner Bros.
Consumer Products Inc., USA.
Pada Februari 2013, kedai jualan runcit
berlian De Beers yang pertama di Malaysia
membuka pintu kepada pelanggan dan
diurus secara eksklusif oleh Kumpulan. Ini
menandakan pencapaian ketara untuk
Kumpulan kerana jenama De Beers
adalah sinonim dengan berlian terbaik di
dunia. Pengiktirafan ini turut mengukuhkan
kedudukan Kumpulan sebagai antara yang
terbaik di dalam industri berlian dan
barangan kemas. Tambahan pula,
Kumpulan juga diberi opsyen hak francais
untuk memula dan menjalankan operasi
kedai jualan runcit De Beers di Singapura,
Indonesia, Thailand dan Vietnam.
Kumpulan komited untuk terus memajukan
perniagaan jualan runcit di Malaysia
dengan meningkat taraf dan
mengubahsuai semula kedai jualan runcit
demi menyediakan pengalaman
membeli-belah yang segar dan kondusif
untuk pelanggan. Walaupun berada dalam
suasana yang mencabar, Kumpulan masih
berbincang dengan pengendali pusat
membeli-belah untuk membuka kedai
jualan runcit yang baru di lokasi jualan
yang lebih prominen. Selain daripada De
Beers, kini Kumpulan beroperasi 70 lagi
rangkaian kedai jualan runcit di bawah
aneka jenama, khususnya Tomei, My
Diamond, Le Lumiere, Goldheart dan T.H.
Jewelry.
Tomei terus membina jenamanya di
kedua-dua Republik Rakyat China dan
Republik Socialis Vietnam. Kini Tomei
mempunyai 7 kiosk jualan runcit di China,
manakala di Vietnam ia mempunyai 1
kedai jualan runcit dan 5 kiosk jualan
runcit. Tomei juga mempunyai kemudahan
pengilangan di AMATA Industrial Park,
Vietnam yang mengeluarkan barangan
kemas untuk kegunaan sendiri mahupun
untuk diekspot.
ANUGERAH-ANUGERAH
Sebagai pengiktirafan kepada pencapaian
yang cemerlang dan sumbangan kepada
industri, Kumpulan kami telah merangkul
aneka anugerah dan pengiktirafan.
Pada tahun 2013, Kumpulan telah
dianugerahkan dengan Anugerah Lifetime
Achievement Award, Retail Excellence
Award dan Products and Service Quality
Excellence Award daripada Sin Chew
Business Excellence Awards 2013.
Kumpulan juga merupakan pemenang
kategori Eminent Eagle untuk Golden
Eagle Award 2013 yang dianugerahkan
kepada 100 syarikat terulung di Malaysia.
Kumpulan turut mendapat Anugerah MBA
Industry Excellence Awards (Retail) 2013
daripada ASEAN BAC dan Top 10 Asian
Icon Award 2013 untuk pengiktirafan
pencapaian cemerlang dalam perniagaan
runcit.
Tomei juga merupakan salah satu syarikat
yang dianugerah dengan Malaysian
Brand Certification daripada SIRIM QAS
International Sdn. Bhd. sejak tahun 2010.
Seiring dengan penekanan dan komitmen
terhadap kualiti, Kumpulan kami telah
ditauliah dengan akreditasi ISO dalam
sistem pengurusan kualiti untuk penjualan
runcit produk emas dan barangan kemas
daripada Lloyds Register Quality
Assurance, Kuala Lumpur.
TANGGUNGJAWAB SOSIAL KORPORAT
Tomei sentiasa komited dalam memainkan
peranannya sebagai warga korporat yang
bertanggungjawab. Setiap tahun,
Kumpulan memperkenalkan aneka
program untuk membantu mereka yang
memerlukannya tanpa mengira warna
kulit, perbezaan agama dan kepercayaan.
Pada tahun 2013, Kumpulan dengan
berpaksikan pegangannya untuk
memperkembangkan pendidikan, telah
menyumbang RM30,000 kepada The Star
2013.
DIVIDEN
Lembaga Pengarah dengan sukacitanya
mencadangkan dividen pertama dan akhir
single tier sebanyak 1.0 sen sesaham
bagi tahun kewangan yang berakhir pada
31 Disember 2013 untuk persetujuan
pemegang-pemegang saham dalam
Mesyuarat Agung Tahunan akan datang.
PROSPEK MASA DEPAN
Dengan kestabilan ekonomi Malaysia,
pemulihan harga emas dan rasionalisasi
kos yang berterusan, Kumpulan
berwaspada dan beroptimistik untuk
pencapaian yang lebih baik pada tahun
2014.
PENGHARGAAN
Bagi pihak Lembaga Pengarah, saya ingin
merakamkan penghargaan ikhlas dan
ucapan terima kasih kepada kesemua
pelanggan, jurubank, pembekal, badan
kerajaan, rakan niaga dan pemegang
saham atas sokongan berterusan anda.
Saya juga berterima kasih kepada pihak
pengurusan dan kakitangan Kumpulan
atas komitmen, dedikasi, dan ketekunan
anda dalam memastikan kejayaan
bersama.
Akhir kata, saya ingin merakamkan terima
kasih kepada rakan-rakan pengarah atas
nasihat dan sokongan mereka.
PENGERUSI EKSEKUTIF KUMPULAN
PENYATA PENGERUSI (sambungan)
STATEMENT ON
CORPORATE
GOVERNANCE
Your Board of Directors recognizes the importance of sound corporate governance and will
continue to enhance its role in ensuring that the highest standard of corporate governance
is practised throughout the Group. The principles and best practices set out in the Malaysian
Code on Corporate Governance 2012 (Code) have been complied by the Group wherever
possible in observing the highest standard of transparency, accountability and integrity
unless otherwise stated.
Your Board is pleased to report on the application of the Code by the Group during the
period under review.
1. BOARD OF DIRECTORS
1.1 Composition and Balance
1.2 Board Responsibilities and Duties
The Group is led by your Board of Directors which comprises of ten (10) members, of whom six (6) are Executive Directors and four
(4) are Independent Non-Executive Directors. None of the Independent Directors has held office for a period of more than nine (9)
years. Your Board consists of members from a wide range of discipline and background, providing an in-depth and diversity in
experience to the Groups operation. All Independent Non-Executive Directors are free from any material business dealings and
other relationship with the Group and therefore play a crucial role in corporate accountability with their independent, unbiased
views, advice and judgement in the decision making process. The present Board includes four (4) female directors. None of the
Directors hold more than 5 directorships in listed issuer in Malaysia.
The profiles of the members of your Board are set out on page 7 to 8 of the Annual Report.
Tan Sri Datuk Ng Teck Fong, the Executive Chairman, plays a crucial role in providing overall business direction while the
implementation falls under the leadership and responsibility of your Group Managing Director.
This segregation of role is vital to ensure a balance of power and authority.
When the Chaiman of the Board is not an independent director, the Board must comprise a majority of independent directors.
However in our case, we have Tan Sri Datuk Ng Teck Fong as our Executive Chairman. Your Independent Directors have
considered this anomaly and are of the opinion that it will not disadvantage your Company as Tan Sri Datuk Ng Teck Fong being
its founder and the single largest shareholder will continue to bring the vision and aspirations to your group of companies. Further
your Board is comfortable that there is no undue risk involved as all related party transactions are diligently reviewed by the Audit
Committee in accordance with the Listing Requirements of Bursa Securities before they are tabled to the Board for approval based
on the Audit Committees recommendation.
During the period under review, your Board took full responsibility and retained full and effective control over the affairs of the
Group. The Boards functions are laid out in a Board Charter which is made public through the Groups website to guide your Board
in discharging its duties and responsibilities effectively. Your Boards primary focus is on the overall strategic planning including
business plan and annual budget, performing quarterly review of business and financial performance, reviewing risk management,
ensuring effective internal controls are in place as well as ensuring legal and statutory compliance.
ANNUAL REPORT 2013
Page 15
The Independent Non-Executive Directors further strengthen your Board in providing unbiased and independent view, advice and
judgement. They also contribute to the formulation of policies and decision making through their expertise and experience.
In addition to the above, your Boards more specific responsibilities include the followings:-
a)
b)
c)
d)
e)
f)
g)
h)
4. BOARD COMMITTEES
In order to ensure the effectiveness in the periodic monitoring, deliberating and safeguarding of shareholders interest, your Board has
delegated certain of its responsibilities to the Board Committees which operates within clearly defined terms of reference to carry out
these responsibilities in a supporting role to your Board.
These Committees comprising members of your Board are empowered to deliberate and examine issues delegated to them and report
back to your Board with their recommendations and comments.
Reviewing and approving the strategic business plan of the Group;
Monitoring corporate performance and the conduct of the Groups business and ensuring compliance to best practices and
principles of corporate governance through the Audit Committee;
Identifying and implementing appropriate systems to manage principal risks through the Risk Management Committee;
Ensuring succession planning for top management;
Ensuring a transparent Board nomination and remuneration process;
Reviewing the adequacy and integrity of the Groups internal control system and management information system for
compliance with applicable standards and laws and regulations;
Developing and implementing an investor relation program or shareholders communications policy for the Company; and
Developing an ethical standard for the Group through a Code of Conduct and ensure its compliance.
2. BOARD MEETINGS
3. SUPPLY OF INFORMATION
Your Board meets regularly at least four (4) times a year at quarterly intervals with additional meetings to be convened as and when
required. Prior to each meeting, every Director is given the complete agenda and a set of Board Papers for each agenda item well in
advance so that your Directors have ample time to review matters to be deliberated at the meeting and to facilitate informed decision
making by your Directors.
During the financial year ended 31 December 2013, there were five (5) Board Meetings held and the details of attendance are as
follows:-
Executive Directors Attendance
Tan Sri Datuk Ng Teck Fong 5/5
Datuk Ng Yih Pyng 5/5
Datin Choong Chow Mooi 5/5
Ng Yih Chen 4/5
Ng Sheau Chyn 5/5
Ng Sheau Yuen 4/5
Independent Non-Executive Directors
Raja Dato Seri Aman Bin Raja Haji Ahmad 5/5
Datin Nonadiah Binti Abdullah 5/5
M Chareon Sae Tang @ Tan Whye Aun 5/5
Lau Tiang Hua 5/5
In addition, the Executive Directors meet regularly to discuss the corporate strategy, the business operations and the results of the
business units within the Group.
Your Board has full and unrestricted access to information concerning the Group from the senior management, the external auditors
and services of the Company Secretary to enable them to discharge their duties effectively. Your Board may also seek advice of
external independent professionals at the Groups expense.
All information on meetings is disseminated to your Board at least 7 days before the date of meeting to enable your Board to make an
informed decision. Relevant personnel of the Group could be summoned to the Board Meeting to further brief your Board as and when
required.
STATEMENT ON CORPORATE GOVERNANCE (continued)
ANNUAL REPORT 2013
Page 16
At present, your Board is assisted by four (4) Board Committees with their respective term of reference as provided below:-
4.1 Audit Committee
4.2 Remuneration Committee
4.3 Nomination Committee
In accordance with the Best Practices under the Code, the Audit Committee comprises three (3) members made up of Independent
Non-Executive Directors:-
Name Designation
Lau Tiang Hua Chairman
Raja Dato Seri Aman Bin Raja Haji Ahmad Member
M Chareon Sae Tang @ Tan Whye Aun Member
The principal function of the Audit Committee is to assist your Board in the effective discharge of its fiduciary responsibilities in
relation to corporate governance, ensure timely and accurate financial reporting, proper implementation of risk management
policies and strategies in relation to the Groups business strategies and the development of sound internal control system and
effective risk management framework.
In accordance with the best practices of corporate governance, the Audit Committee presents its report set out on pages 22 to 24
of this Annual Report.
In accordance with the Best Practices under the Code, the Remuneration Committee comprises three (3) members, majority of
whom are independent and have the following term of reference as provided below:-
Name Designation
M Chareon Sae Tang @ Tan Whye Aun Chairman
Lau Tiang Hua Member
Datuk Ng Yih Pyng Member
The Committees duties and responsibilities are:-
a)
b)
c)
In accordance with the Best Practices under the Code, the Nomination Committee comprises three (3) members made up of
Independent Non-Executive Directors and have the following term of reference as provided below:-
Name Designation
M Chareon Sae Tang @ Tan Whye Aun Chairman
Lau Tiang Hua Member
Datin Nonadiah Binti Abdullah Member (appointed on 21 November 2013)
Datuk Ng Yih Pyng Member (resigned on 21 November 2013)
In line with the recommendation by the Code which advocates for the Nomination Committee to consist exclusively of only
non-executive directors, a majority of whom must be independent, Datuk Ng Yih Pyng, your Group Managing Director, has resigned
as a member on 21 November 2013 and was replaced by Datin Nonadiah Binti Abdullah, an Independent Non-Executive Director,
on the same date.
a)
b)
c)
d)
e)
f)
To ensure that a transparent and formal procedure is established in the development and assessment of the level of
compensation that would be sufficient to attract and retain good caliber Directors;
To review the composition of the various types of components of remuneration package such as fees, allowances, basic
salaries, bonuses and other benefits-in-kind for Directors; and
To ensure that the components of the Directors remuneration package are linked to performance, responsibility levels and
is comparable with market norm.
To assist your Board in reviewing on an annual basis, or as required, the correct mix of skills, business and professional
experiences that should be added to your Board;
To identify core competencies, skills and other qualities required by Independent Non-Executive Directors that is essential
to contribute towards the effectiveness and balance of your Board;
To review and evaluate on an annual basis, the effectiveness of the Board functions and its Committees based on the
corporate governance principles and practices of your Board;
To review and evaluate the contributions made by each member of your Board;
To assess on annual basis or as and when required, the independence of each independent director; and
To assist and when required by your Board in the review and evaluation of succession planning of top management.
ANNUAL REPORT 2013
STATEMENT ON CORPORATE GOVERNANCE (continued) Page 17
The Nomination Committee assesses and evaluates the Directors individually to determine on their status of independence, mix set
of skills and experience before deciding on the selection and nomination of directors for their respective re-election or
re-appointment. The Committee also evaluates on the needs to establish separate Board Committee to assist the Board on its
decision making and continue to evaluate the effectiveness of such committee.
In accordance with the Best Practices under the Code, the Risk Management Committee comprises four (4) members and have
the following term of reference as provided below:-
Name Designation
Datuk Ng Yih Pyng Member
a) To review periodic management report on risk exposure, risk portfolio and management strategies;
b) To ensure adequacy of infrastructure, resources and systems for effective risk management;
c) To assess adequacy of policies and framework for identifying, measuring, monitoring and controlling risks; and
d) To review the extent to which these measures are operating effectively.
The Risk Management Committee shall hold at least 2 meetings in each financial year.
4.4 Risk Management Committee
All Directors of the Group have attended the Mandatory Accreditation Program prescribed by Bursa Securities. In addition, your Board
is regularly being briefed on the Groups operation and takes proactive steps to visit both manufacturing and retailing operation to gain
in depth understanding of the business.
Your Board through the Nomination Committee assesses the training needs of all the Directors. The Directors are encouraged to attend
talks, seminars, workshops and conferences to update and enhance their skills and knowledge to enable them to carry out their roles
as director effectively, more specifically in discharging their responsibilities towards corporate governance and regulatory compliances.
On 25 February 2014, your Board together with the senior management team of the Group on the recommendation of the Nomination
Committee has attended a seminar titled Board Leadership and Value Systems The Tone at the Top.
5. DIRECTORS TRAINING
According to the Companys Articles of Association, at least one third of the directors shall retire from office at the Annual General
Meeting (AGM), and eligible for re-election provided that each Director shall retire once in every three (3) years.
The Articles also provide that all Directors who are appointed by your Board may only hold office until the next AGM subsequent to their
appointment and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire
by rotation at that AGM.
In accordance with Section 129(2) of the Companies Act, 1965, any Directors who have attained the age of seventy (70) years and
above are required to submit themselves for re-appointment by the shareholders annually.
The re-election of Directors provides shareholders an opportunity to reassess the composition of your Board. The Nomination
Committee assesses and evaluates Directors individually before recommending for their re-election.
6. RE-ELECTION OF DIRECTORS
The Companys remuneration policy for Directors is tailored towards attracting and retaining Directors with relevant experience and
expertise needed to assist in managing the Group effectively. The Remuneration Committee carries out the annual review of the overall
remuneration for Directors and key Senior Management Officers whereupon recommendations are submitted to your Board for
approval.
7. DIRECTORS REMUNERATION
ANNUAL REPORT 2013
Page 18
Remuneration Non-Executive Director Executive Director
RM RM
Salaries - 2,468,610
Fees 203,000 71,000
Benefits-in-Kind - 145,250
Remuneration Non-Executive Director Executive Director
Below RM 100,000 4 -
RM 100,001 - RM 150,000 - -
RM 150,001 - RM 200,000 - -
RM 200,001 - RM 250,000 - -
RM 250,001 - RM 300,000 - -
RM 300,001 - RM 350,000 - 1
RM 350,001 RM 400,000 - 3
RM 400,001 RM 450,000 - -
RM 450,001 RM 500,000 - -
RM 500,001 RM 550,000 - 1
RM 550,001 RM 600,000 - -
RM 600,001 RM 650,000 - -
RM 650,001 RM 700,000 - -
RM 700,001 RM 750,000 - -
RM 750,001 RM 800,000 - 1
The Directors fees payable is subject to the approval of the shareholders at the forthcoming AGM of the Company.
Your Board recognizes its role and responsibility to ensure that the Groups and the Companys financial statements present a true
and fair view of the financial positions and of the financial performance and cash flows and are prepared in accordance with
Malaysian Financial Reporting Standards (MFRS), International Financial Reporting Standards (IFRS) and the provisions of the
Companies Act, 1965 in Malaysia.
Your Board is also committed to provide the highest possible level of disclosure to ensure integrity and consistency of the financial
reports.
The Group publishes full financial statements annually and condensed financial statements quarterly as required by Bursa
Malaysias Listing Requirements.
The Audit Committee assists your Board in scrutinizing the information for disclosure to ensure its accuracy, adequacy and
completeness.
8.1 Financial Reporting
8. ACCOUNTABILITY AND AUDIT
Your Board acknowledges its overall responsibility for maintaining a sound system of internal control and risk management to
safeguard shareholders investment and the Groups and the Companys assets.
The Audit Committee through the Internal Audit Department reviews the effectiveness of the system of internal control and of the
Group periodically. The review covers the financial, operational and compliance controls as well as risk management.
The Statement on Risk Management & Internal Control as set out on pages 25 to 27 in this Annual Report provides an overview of
the risk management and state of internal control within the Group.
8.2 Internal Control and Risk Management
8.3 Relationship with Auditors
The Companys external auditors continue to provide the independent opinion to shareholders on the Groups and the Companys
financial statements. Your Board maintains a formal and transparent relationship with the auditors to meet their professional
requirements.
ANNUAL REPORT 2013
STATEMENT ON CORPORATE GOVERNANCE (continued) Page 19
The details of your Directors remuneration paid/payable to all Directors of the Company for the financial year ended 31 December 2013
are set out as follows:-
Your Board recognises the importance of maintaining transparency and accountability to its shareholders and investors.
Your Board keeps shareholders informed via announcements, timely release of quarterly financial results, press releases, annual
reports and circulars to shareholders. Your Board also takes effort to meet up with investors on regular basis to provide up to date
information about the Group.
Information of the Group is also accessible through the Companys website at www.tomei.com.my which is updated on regular basis
and the Directors welcome feedback channeled through this website. Information available in the website includes among others the
Groups Annual Reports, quarterly financial announcements, major and significant announcements and press releases on latest
corporate development of the Group. As there may be instances where investors and shareholders may prefer to express their
concerns to an independent director, the Board has appointed Raja Dato Seri Aman Bin Raja Haji Ahmad as the Senior Independent
Non-Executive Director on 25 February 2014 to whom concerns may be directed.
The AGM serves as the principal forum for dialogue and communication between your Directors and the shareholders. At the AGM,
shareholders are given direct access to your Board and are encouraged to participate in its proceedings and seek clarification on the
performance of the Group.
9. COMMUNICATION WITH SHAREHOLDERS AND INVESTORS
Your Board is responsible for ensuring that the financial statements for the financial year which have been drawn up in accordance
with the MFRS, IFRS and the provisions of 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 December 2013 and of the financial performance and cash flows of the Group
and of the Company for the financial year then ended.
In preparing the financial statements, your Board has used appropriate and relevant accounting policies that are consistently used
and supported by reasonable as well as prudent judgements and estimates, and that all applicable approved MFRS and IFRS have
been complied with.
Your Board is responsible for ensuring that the Group and the Company keep proper accounting records which disclose with
reasonable accuracy the financial position of the Group and of the Company and which enable them to ensure that the financial
statements comply with MFRS, IFRS and the provisions of the Companies Act, 1965 in Malaysia.
Your Board also has the general responsibility for taking such steps as are reasonably opened to them to safeguard the assets of
the Group, to detect and prevent fraud and other irregularities.
The Directors Responsibility Statement in relation of the Audited Financial Statements for the year ended 31 December 2013 is set
out on page 30 of this Annual Report.
The Board is committed to promote sustainability in its business operation which are aligned and embedded into the Groups day to
day business activities. In promoting the sustainability, the Group integrates good practices in the area of environmental, social and
governance into its business culture. Details of programmes in promoting sustainability are provided in the Statement on Corporate
Social Responsibilities on page 21 of this Annual Report.
10. STRATEGIES IN PROMOTING SUSTAINABILITY
11. STATEMENT ON COMPLIANCE WITH THE BEST PRACTICES OF THE MALAYSIAN CODE ON CORPORATE GOVERNANCE
Having reviewed the governance structure and practices of the Group, your Board considers that it has complied with the best
practices as set out in the Code unless otherwise stated as well as the items set out in Part A of Appendix 9C of the Listing
Requirements of Bursa Securities in relation to the requirement of a separate disclosure in the Annual Report.
This Statement on Corporate Governance is made in accordance with the resolution of the Board of Directors dated 9 April 2014.
2012
8.4 Directors Responsibility Statement
The Audit Committee meets up with the external auditors at least two (2) times a year without the presence of the Management to
discuss and obtain feedback on sensitive audit issues. The external auditors are also invited to attend the Companys Annual
General Meeting and are available to take questions from the shareholders on issues pertaining to their audit report.
The detailed role of the Audit Committee in relation to the internal and external auditors is described in the Audit Committee Report
section on pages 22 to 24 of this Annual Report.
ANNUAL REPORT 2013
Page 20
STATEMENT ON
CORPORATE
SOCIAL
RESPONSIBILITIES
The Group believes in its effort in playing its role as a responsible corporate citizen. With that
in mind, the Group has undertaken various corporate social responsibilities initiatives
towards its stakeholders.
1. ENVIRONMENT
1.1
1.2
2. SOCIAL
2.1
2.2
2.3
3. EMPLOYEE
3.1
3.2
3.3
4. CUSTOMER
4.1
4.2
4.3
The Group has been using LED lights in all its retail outlets as an effort to continue conserving and saving energy and electricity.
The Group is committed on its stringent measure to ensure that its production waste are properly disposed of and in an orderly
manner as required by the law.
The Group in its belief to advance the cause of education has contributed RM30,000 to The Star Step Up School Sponsorship
Programme 2013.
The Group in promoting employment opportunities has provided employment to Malaysians covering almost all states in the country
regardless of colour, creed and gender.
The Group has met all minimum wages requirement as required by the law.
The Group provides staff training to its staff to promote ongoing learning and improve efficiency in their day to day work.
The Group provides a safe and condusive working environment to its staffs where front liners are provided with appropriate uniform
to improve staff appearance and confidence in dealing with customers.
The Group provides insurance coverage to its staffs to protect them from any mishap and unforeseen eventuality.
The Group provides its customers ample of product selection through continue introduction of new design and brand into the
market.
The Groups ISO accreditation gives assurance of the best customer service in its retail services.
The Groups recognition through the Fair Price Shop Award and Malaysian Brand certification attests our commitment to provide
the most affordable pricing and quality products to customers.
ANNUAL REPORT 2013
Page 21
1. COMPOSITION
2. OBJECTIVES
3. FUNCTIONS
AUDIT
COMMITTEE
REPORT
The Audit Committee shall comprise at least 3 directors.
The alternate directors shall not be appointed as members of the Audit Committee.
All the Audit Committee members must be non-executive directors, with majority of them being independent directors.
At least one member of the Audit Committee:-
(i)
(ii)
(iii)
Members of the Audit Committee shall elect a Chairman, who shall be an Independent Non-Executive Director from among their
members.
Members of the Audit Committee shall be appointed for a period of 3 years and shall be eligible for re-appointment.
In the event of any vacancy in the Audit Committee resulting in the number of members being reduced to below 3, the vacancy
must be filled within 3 months.
The Audit Committee is to serve as a focal point for communication between your Directors, the external auditors, internal
auditors and the Management on matters in connection with accounting, reporting and controls.
The Audit Committee is to assist your Board in fulfilling its fiduciary responsibilities for ensuring quality, integrity and reliability
of the practices of the Group.
The Audit Committee will reinforce the independence of the Groups external and internal auditors.
Must be a member of the Malaysian Institute of Accountants; or
If he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years working experience;
and
-
-
Fulfils such other requirements as prescribed or approved by Bursa Securities.
He must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or
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; or
The Audit Committee is appointed by your Board of Directors from amongst its members. The Audit Committee comprised the
following three (3) members:-
Name Designation
a)
b)
c)
d)
e)
f )
g)
a)
b)
c)
The key functions of the Audit Committee are to review the interim quarterly results and the annual audited financial statements and
making the appropriate recommendations to the Board of Directors. In addition, the Audit Committee will review the reports of the
internal auditors as well as those of the external auditors and to instruct management to take the appropriate actions to rectify
whatever shortcomings reported. All significant breaches especially those in contravention of existing rules and regulations and laws
will be reported to the Board of Directors and the regulatory authorities where appropriate.
ANNUAL REPORT 2013
Page 22
The Audit Committee will review related party transactions on a quarterly basis to ensure that such transactions are not at a
disadvantage to the Group and where appropriate, have the prior approval of the disinterested shareholders at a general meeting.
The Audit Committee will also review the adequacy of the internal controls and identified risks to ensure that inadequacies of internal
controls and risks are rectified or mitigated.
The Audit Committee will meet with the external auditors at least twice a year without the presence of the Management.
The Audit Committee shall regulate its procedures as follows:-
a)
b)
c)
d)
e)
f )
The Audit Committee held five (5) meetings during the financial year ended 31 December 2013 and the attendance of each member
is as follows:-
Name Attendance
Lau Tiang Hua 5/5
Raja Dato Seri Aman Bin Raja Haji Ahmad 5/5
M Chareon Sae Tang @ Tan Whye Aun 4/5
The following is a summary of the activities carried out by the Audit Committee during the financial year ended 31 December 2013:-
a)
b)
c)
d)
e)
f )
g)
h)
i )
j )
The main role of the internal audit is to review the effectiveness of the Groups system of internal controls and this is performed with
impartiality, proficiency and due professional care. Internal audit adopts a risk based auditing approach by focusing on reviewing
identified high risk areas for compliance with control policies and procedures, identifying business risk which have not been
appropriately addressed and evaluating the adequacy and integrity of controls.
The Audit Committee shall hold at least 4 meetings in each financial year;
A member of the Audit Committee may at any time summon a meeting of the Audit Committee;
Notice calling for a meeting of the Audit Committee shall be given to its members at least 14 days before the meeting or at
shorter notice as the Audit Committee members shall determine or agree;
The quorum necessary for the transaction of business at an Audit Committee meeting shall be two and the majority of members
present must be independent directors;
Questions arising at any Audit Committee meeting shall be decided by the majority vote of its members present. In case of an
equality of votes, the Chairman of the meeting shall have a second or casting vote; and
Minutes of each Audit Committee meeting shall be kept by the Company Secretary.
Reviewed the quarterly results and recommended to your Board for approval and announcement to Bursa Securities;
Reviewed the audit findings and recommendations made by the external auditors and the Managements response and follow
up actions where appropriate and report the same to your Board;
Reviewed the annual audited financial statements and recommended to your Board for approval;
Reviewed and approved the internal audit plan as well as the internal audit reports and the recommended actions to be taken
by the Management;
Reviewed the adequacy of the resources of the internal audit function and suggested prioritized audit areas if necessary;
Reported to your Board of Directors significant matters deliberated at the Audit Committee meetings;
Held 2 private meetings with the external auditors without the presence of the Management for the purpose of obtaining
feedback on sensitive audit issues;
Reviewed the impact of new or proposed changes in accounting standards and regulatory requirements to the Group;
Reviewed related party transactions and conflict of interest situation to ensure such transactions/situation did not disadvantage
the Group; and
Reviewed the risk register compiled by the Head of Risk Management and deliberated on the controls in place to mitigate the
risks identified.
4. PROCEDURES
5. SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE
6. INTERNAL AUDIT FUNCTION AND SUMMARY OF ACTIVITIES
AUDIT COMMITTEE REPORT (continued)
ANNUAL REPORT 2013
Page 23
The Group has in place an internal audit function and is independent of the activities it reviews. The Head of the Internal Audit
Department reports directly to the Audit Committee. The internal audit activities are guided by a detailed annual Audit Plan. The
annual Audit Plan is approved by the Audit Committee and thereafter updated as and when necessary after prior approval of the Audit
Committee.
During the period under review, the Internal Audit Department had undertaken the following activities:-
a)
b)
c)
d)
This Audit Committee Report is made in accordance with the resolution of your Board of Directors dated 25 February 2014.
Physical verification of inventory and cash maintained at the branches (located in Malaysia and Vietnam) and Head Office
Departments (located in Malaysia) which were selected by adopting risk based methodology, reviewing the compliance of laid
down inventory and cash handling procedures, and to check for strict compliance to business processes, risk management
systems, internal controls and statutory requirements at branches and Head Office Departments;
Performed ad hoc reviews of selected internal control system and procedures as requested by top Management;
Discussed audit findings and audit recommendations with Management for resolution and action; and
Tabled the internal audit reports at the Audit Committee meetings for the deliberation by its members, and to follow up on any
suggested actions.
AUDIT COMMITTEE REPORT (continued)
ANNUAL REPORT 2013
Page 24
STATEMENT ON
RISK MANAGEMENT &
INTERNAL
CONTROL
Your Board is pleased to present the Statement on Risk Management & Internal Control (SRMIC) as required by paragraph 15.26(b) of
the Listing Requirements of Bursa Securities, which outlines the nature and scope of risk management and internal control of the Group
during the period under review. The SRMIC is prepared in accordance to the Statement on Risk Management & Internal Control:
Guidelines for Directors of Listed Issuers issued by Bursa Securities (Guidelines). Pursuant to the Guidelines, your Board is committed
to establish a sound risk management framework and internal control system.
The internal control system is designed to manage rather than to eliminate the risk of failure to meet the Groups business objectives.
Therefore, it can only provide reasonable, but not absolute assurance against material misstatement, operational failures, fraud or loss.
1. ROLES AND RESPONSIBILITIES FOR RISK MANAGEMENT AND INTERNAL CONTROL
1.1 Board responsibilities
1.2 Management responsibilities
1.3 Internal Audit responsibilities
Your Boards responsibilities for the governance of risk and controls include:-
a)
b)
c)
Your Board has delegated the reviewing process to the Audit Committee and the Risk Management Committee which includes
periodic review of the effectiveness of prevailing risk management and internal control in place to mitigate the risks identified,
testing of the effectiveness and efficiency of the internal control procedures to ensure the system is viable and robust and identifying
new risks and the proposed controls to counter such risks identified.
Management responsibilities for the governance of risk and control include:-
a)
b)
c)
The Head of the Internal Audit Department reports directly to the Audit Committee. Your Board, however, is still responsible for
ensuring the adherence of the scope of the internal audit function.
Embedding risk management in all aspects of the Groups activities;
Approving the boards acceptable risk appetite; and
Reviewing the risk management framework, processes, responsibilities and assessing whether they provide reasonable
assurance that risks are managed within tolerable ranges.
Identifying risk relevant to the business of the Group and the achievement of its objectives and strategies;
Designing, implementing and monitoring the risk management framework in accordance with the Groups strategic vision and
overall risk appetite; and
Identifying changes to risk or emerging risk, taking action as appropriate and promptly bringing up these to the attention of
your Board.
ANNUAL REPORT 2013
Page 25
Your Board puts paramount importance in ensuring that an appropriate risk management and internal control system is established
within the organization to govern the conduct within the Group to manage risk and increase the likelihood that its established goals will
be achieved and the significant adverse impact from any future event or situation is at an acceptable level. The main key elements and
features of risk management and internal control systems are:-
2. ELEMENTS AND FEATURES OF RISK MANAGEMENT AND INTERNAL CONTROL
The functions and responsibilities of the internal audit are in accordance with the Guidelines on Internal Audit Function issued by
The Institute of Internal Auditors, Malaysia and the Listing Requirements of Bursa Securities. The internal audit activities are guided
by a detailed annual Audit Plan which is approved by the Audit Committee and revised as and when necessary.
The internal audit function provides assessments as to whether risks, which may hinder the Group from achieving its objectives are
being adequately evaluated, managed and controlled. It further evaluates and enhances the effectiveness of the governance, risk
management and internal control framework.
The Audit Committee comprises only Independent Non-Executive Directors in order to ensure that it is able to carry out its duty
without any interference from the Executive Directors and to provide an unbiased view. The Audit Committee members who bring
with them a wide variety of experience and expertise in various disciplines reinforce the effectiveness of their role. The Audit
Committee meets on a regular basis and has full and unrestricted access to both the internal and external auditors. The Audit
Committee operates within its Terms of Reference and ensures that there are effective risk management and compliance to control
procedures in order to provide the level of assurance required by your Board.
The Audit Committee will deliberate on the Internal Audits reports issued by the Internal Audit Department at every quarter and
focus on those major findings to ensure corrective actions are taken by Management.
The Audit Committee meets with the external auditors at least twice a year without the presence of the Management and Executive
Directors to provide an opportunity for the external auditors to highlight sensitive issues arising from the interim and final audits.
The Audit Committee will brief your Board on the significant findings raised by internal and external auditors and instruct the
Management to take the appropriate actions to rectify any shortcomings reported.
The Risk Management Committee comprises Independent Non-Executive Directors and the Group Managing Director. The Risk
Management Committee supports your Board in the overall risk management oversight of the Company and the Group. The Risk
Management Committee discharges its functions by reviewing periodic management reports on risk exposure, risk portfolio and
management strategies; ensuring adequacy of infrastructure, resources and systems for effective risk management; assessing
adequacy of policies and framework for identifying, measuring, and monitoring and controlling risks; and reviewing the extent to
which these are operating effectively.
A Risk Management Framework has been approved by the Risk Management Committee that provides the foundations and
arrangements that will embed it throughout the Group. The Framework encompassed the mandate and commitment from the
management/line management, the design of Framework for managing risk, the implementation of Risk Management, the
monitoring and review of the Framework and continual improvement of the Framework.
All risks identified in the Group are recorded in a Master Risk Register and they are reviewed on a periodic basis in order to ensure
that the Master Risk Register is continually seen as relevant and useful throughout the life of the risk management process.
Your Board took cognizance that the critical element of a sound risk management system is monitoring to ensure it is performing as
intended. Hence, monitoring are done through on-going activities as it is performed on real-time basis, reacting dynamically to
changing conditions and is ingrained in the Group; and by way of a separate evaluation by the Internal Audit Department.
2.1 The Audit Committee
2.2 The Risk Management Committee
STATEMENT ON RISK MANAGEMENT & INTERNAL CONTROL (continued)
ANNUAL REPORT 2013
Page 26
4. BOARD COMMITTEES
2.3 Other Key Areas of Risk Management and Internal Control
Your Board through the Audit Committee and the Risk Management Committee has reviewed on the adequacy and effectiveness of
the risk management processes and the internal control system on a periodic basis. In reviewing the above, your Board has identified,
evaluated and managed significant risk faced by the Group for the financial year under review up to the date of approval of this
statement to ensure that its objective and strategies are achieved. In view that all the steps are put in place, your Board is confident
that the risk management and internal control system of the Group are sufficient to address any significant failings or weaknesses
identified and necessary actions are taken to remedy them.
Your Board remains committed towards maintaining a sound risk management policy and system of internal control which continuously
evolves to support both the type of business and size of operation of the Group as well as to cater to the changing external
environment. As such, your Board will, when necessary put in place appropriate action plans to further enhance the Groups system of
internal control and ensure that its risk management policy is effective in managing the Groups risk.
The Chief Executive Officer and the Chief Financial Officer have given assurance to your Board that the Groups risk management and
internal control system is operating adequately and effectively, in all material aspects, based on the risk management framework
adopted by the Group.
As required by paragraph 15.23 of the Bursa Securities Listing Requirements, the external auditors have reviewed this Statement on
Risk Management & Internal Control. As set out in their terms of engagement, the procedures were performed in accordance with
Recommended Practice Guide 5 (Revised) issued by Malaysian Institute of Accountants. Based on their procedures performed, the
external auditor has reported to your Board that nothing has come to their attention that causes them to believe that this Statement is
not prepared in all material respects, in accordance with the disclosures required by paragraph 41 & 42 of the Guidelines nor is it
factually inaccurate.
This statement is made in accordance with the resolution of the Board of Directors dated 9 April 2014.
The Group has a clearly defined organization structure with clear defined lines of responsibility and accountability aligned to the
current business and operations requirements. Each departmental head reports directly to the Group Managing Director who in turn
reports to your Board under a separate agenda at each Board Meeting. The Group Managing Directors Report will encompass
significant development in the Groups business operations as well as development in the industry as a whole.
The Group also has in place a set of Operation Manual which has been reviewed by the Audit Committee and approved by your
Board to guide the operation of each business division. The Group maintains a proper and systematic record keeping for a
reasonable period of time to safeguard all information of the Group. All business transactions data are computerized to ensure the
accuracy and timeliness of information and in compliance with law and regulations.
Management is required to prepare its comprehensive business plan and annual budgets for tabling to your Board for its deliberation
and approval. The Audit Committee will monitor the Groups performance against the approved budgets through the review of
quarterly interim financial reports. In their review of quarterly interim financial reports, the Audit Committee will deliberate on all key
financial and operating performance. In addition, your Board may call for a review of the strategic planning, budgeting and
forecasting of revenue and expenses in the light of changes to the business environment.
3. BOARDS STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
4. ASSURANCE FROM MANAGEMENT
5. REVIEW OF STATEMENT BY EXTERNAL AUDITOR
ANNUAL REPORT 2013
STATEMENT ON RISK MANAGEMENT & INTERNAL CONTROL (continued) Page 27
ADDITIONAL COMPLIANCE
INFORMATION
UTILIZATION OF PROCEEDS
There was no fund raising exercise implemented during the financial year.
SHARE BUYBACKS
The Company does not have a scheme to buy back its own shares.
OPTIONS, WARRANTS OR CONVERTIBLE SECURITIES
The Company has not issued any options, warrants or convertible securities for the financial year ended 31 December 2013.
DEPOSITORY RECEIPT PROGRAMME
The Company did not sponsor any depository receipt programme for the financial year ended 31 December 2013.
IMPOSITION OF SANCTIONS AND/OR PENALTIES
There were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or Management by relevant regulatory
bodies during the financial year ended 31 December 2013.
NONAUDIT FEE
During the financial year ended 31 December 2013, RM 36,000 was paid to the external auditors, BDO, for non-audit services.
PROFIT GUARANTEE
The Company did not issue any profit guarantee.
VARIATION OF RESULTS
During the financial year, there was no variation of results by more than 10% from any profit estimate, forecast or unaudited results that
were announced.
MATERIAL CONTRACTS
On 2 December 2013, the Group disposed of its entire shareholding in Tomei Gold & Jewellery (Subang) Sdn. Bhd. (TGJ (Subang)) to
Teck Fong Property Sdn. Bhd. for a total cash consideration of RM6,095,000. The consideration was based on the net assets value of
TGJ (Subang) as at 30 November 2013 and taking into consideration the market valuation of an investment property owned by TGJ
(Subang).
Teck Fong Property Sdn. Bhd. is a company controlled by Tan Sri Datuk Ng Teck Fong and family.
Except for the above, there were no other material contract entered into by the Company and/or its subsidiaries during the financial year
ended 31 December 2013, which involves the interest of Directors and/or major shareholders.
RECURRENT RELATED PARTY TRANSACTIONS
The aggregate value of the recurrent related party transactions conducted by the Company and/or its subsidiary companies with related
parties during the financial year were as follows:-
Amount of
transactions(RM)
1,037,828
1,042,505
54,150
375,882
391,020
660,400
10,540
3,440
Nature of
relationship
Note 1
Note 2
Note 3
Note 4
Note 5
Note 6
Note 7
Note 8
Nature of transactions
Sales of jewellery
Sales of jewellery and purchase
of manufacturing tools
Rental of premises
Rental of premises
Rental of premises
Rental of premises
Staff trainings
Purchase of manufacturing tools
Companies within the Group
YXG
GPM
YXG, GPM, OMD
TGJ (MV)
TGJ (MV)
YXG, GPM, TGJM, OMD,
TGJ (MV), TGJH, TR
TGJM
GPM
Transacting parties
Ong Tiong Yee & Sons Sdn. Bhd.
Schofer Germany-The Chain
Company Gmbh & Co. KG
Unique Avenue Sdn. Bhd.
Best Arcade Sdn. Bhd.
Teck Fong Property Sdn. Bhd.
Oasis Properties Sdn. Bhd.
Oasis College Sdn. Bhd.
Gexcel Asia Sdn. Bhd.
Yi Xing Goldsmith Sdn. Bhd. (YXG)
Gemas Precious Metals Industries Sdn. Bhd. (GPM)
Tomei Gold & Jewellery Manufacturing Sdn. Bhd. (TGJM)
O M Design Sdn. Bhd. (OMD)
Tomei Gold & Jewellery (M.V.) Sdn. Bhd. (TGJ (MV))
Tomei Gold & Jewellery Holdings (M) Sdn. Bhd. (TGJH)
Tomei Retail Sdn. Bhd. (TR)
ANNUAL REPORT 2013
Page 28
NOTE 1
Tan Sri Datuk Ng Teck Fong, Datuk Ng Yih Pyng and Ng Yih Chen are directors and major shareholders of the Company. Ng Sheau
Chyn and Ng Sheau Yuen are directors and shareholders of the Company. Ong Kee Liang, a director and shareholder of Ong Tiong Yee
& Sons Sdn. Bhd.,is the spouse of Ng Sheau Chyn, who is a director and shareholder of the Company. Datin Choong Chow Mooi, a
director and a shareholder of the Company is the spouse of Datuk Ng Yih Pyng.
NOTE 2
Schofer Germany-The Chain Company Gmbh & Co. KG is a major shareholder of Gemas Precious Metals Industries Sdn. Bhd.
NOTE 3
Chyn and Ng Sheau Yuen are directors and shareholders of the Company. Tan Sri Datuk Ng Teck Fong and Ng Sheau Chyn are
directors and major shareholders of Unique Avenue Sdn. Bhd..Datuk Ng Yih Pyng, Ng Yih Chen and Ng Sheau Yuen are directors of
Unique Avenue Sdn. Bhd. Ng Teck Fong Holdings Sdn. Bhd. is a major shareholder of Unique Avenue Sdn. Bhd.. Tan Sri Datuk Ng Teck
Fong, Datuk Ng Yih Pyng, Ng Yih Chen, Ng Sheau Chyn and Ng Sheau Yuen are directors and major shareholders of Ng Teck Fong
Holdings Sdn. Bhd.. Datin Choong Chow Mooi, a director and a shareholder of the Company is the spouse of Datuk Ng Yih Pyng.
NOTE 4
Chyn and Ng Sheau Yuen are directors and shareholders of the Company. Tan Sri Datuk Ng Teck Fong, Datuk Ng Yih Pyng, Ng Yih
Chen, Ng Sheau Chyn and Ng Sheau Yuen are directors and major shareholders of Best Arcade Sdn. Bhd.. Datin Choong Chow Mooi,
a director and a shareholder of the Company is the spouse of Datuk Ng Yih Pyng.
NOTE 5
Chen, Ng Sheau Chyn and Ng Sheau Yuen are directors of Teck Fong Property Sdn. Bhd.. Best Arcade Sdn. Bhd. is the sole shareholder
of Teck Fong Property Sdn. Bhd.. Datin Choong Chow Mooi, a director and a shareholder of the Company is the spouse of Datuk Ng Yih
Pyng.
NOTE 6
Chen, Ng Sheau Chyn and Ng Sheau Yuen are directors and major shareholders of Oasis Properties Sdn. Bhd.. Datin Choong Chow
Mooi, a director and a shareholder of the Company is the spouse of Datuk Ng Yih Pyng.
NOTE 7
Chyn and Ng Sheau Yuen are directors and shareholders of the Company. Tan Sri Datuk Ng Teck Fong, Ng Yih Chen and Ng Sheau
Chyn are directors of Oasis College Sdn. Bhd.. Tan Sri Datuk Ng Teck Fong is a major shareholder of Oasis College Sdn. Bhd.. Datin
Choong Chow Mooi, a director and a shareholder of the Company is the spouse of Datuk Ng Yih Pyng.
NOTE 8
Tan Sri Datuk Ng Teck Fong , Datuk Ng Yih Pyng and Ng Yih Chen are directors and major shareholders of the Company. Ng Sheau
Chyn and Ng Sheau Yuen are directors and shareholders of the Company. Tan Sri Datuk Ng Teck Fong, Datuk Ng Yih Pyng and Ng
Sheau Chyn are directors of Gexcel Asia Sdn. Bhd.. Ng Teck Fong Holdings Sdn. Bhd. is the major shareholder of Gexcel Asia Sdn Bhd..
Datin Choong Chow Mooi, a director and a shareholder of the Company is the spouse of Datuk Ng Yih Pyng.
ANNUAL REPORT 2013
Page 29 ADDITIONAL COMPLIANCE INFORMATION (continued)
DIRECTORS
RESPONSIBILITY
STATEMENT
IN RELATION TO THE AUDITED
FINANCIAL STATEMENTS
In preparing the financial statements, your Board has used appropriate and relevant accounting policies that are consistently used and
supported by reasonable as well as prudent judgements and estimates, and that all applicable approved MFRS and IFRS have been
complied with.
Your Board is responsible for ensuring that the Group and the Company keep proper accounting records which disclose with reasonable
accuracy the financial position of the Group and of the Company and which enable them to ensure that the financial statements comply
with MFRS, IFRS and the provision of the Companies Act, 1965 in Malaysia.
Your Board also has a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group
and to detect and prevent fraud and other irregularities.
The Statement by Directors pursuant to Section 169(15) of the Companies Act, 1965 in Malaysia is set out on page 36 of the Annual
Report.
Your Board is responsible for ensuring that the financial statements for the
financial year which have been drawn up in accordance with Malaysian
Financial Reporting Standards (MFRS), International Financial Reporting
Standards (IFRS) and the provisions of the Companys 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 December 2013 and of the financial
performance and cash flows of the Group and of the Company for the
financial year then ended.
ANNUAL REPORT 2013
Page 30
FINANCIAL
STATEMENTS
32
36
39
43
Directors Report
Statement By Directors
Statutory Declaration
Independent Auditors Report
Statements Of Financial Position
Statements Of Proft Or Loss And Other Comprehensive Income
Consolidated Statement Of Changes In Equity
Statement Of Changes In Equity
Statements Of Cash Flows
Notes To The Financial Statements
36
37
41
44
45
48
DIRECTORS
REPORT
The Directors hereby submit their report and the audited financial statements of the Group and of the Company for the financial year
ended 31 December 2013.
PRINCIPAL ACTIVITIES
The Companys principal activity is investment holding. The principal activities of the subsidiaries are set out in Note 9 to the financial
statements. There have been no significant changes in the nature of these activities during the financial year except for those disclosed
in Note 9 to the financial statements.
RESULTS
Group Company
RM000 RM000
(Loss)/Profit for the financial year (4,723) 2,149

Attributable to:-
Owners of the parent (4,405) 2,149
Non-controlling interests (318) -

(4,723) 2,149
DIVIDENDS
Dividends paid, declared or proposed since the end of the previous financial year were as follows:-
Company
RM000
In respect of financial year ended 31 December 2012:-
First and final single tier dividend of 2.0 sen per ordinary share, paid on 30 May 2013 2,772
The Directors proposed a first and final single tier dividend of 1.0 sen per ordinary share, amounting to RM 1,386,000 in respect of the
financial year ended 31 December 2013, subject to the approval of shareholders at the forthcoming Annual General Meeting.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the financial
statements.
ISSUE OF SHARES AND DEBENTURES
The Company did not issue any new shares or debentures during the financial year.
ANNUAL REPORT 2013
Page 32
OPTIONS GRANTED OVER UNISSUED SHARES
No options were granted to any person to take up unissued shares of the Company during the financial year.
DIRECTORS
The Directors who have held for office since the date of the last report are:-
Datuk Ng Yih Pyng
Lau Tiang Hua
Ng Yih Chen
Ng Sheau Chyn
Ng Sheau Yuen
In accordance with Article 84 of the Company's Articles of Association, Raja Dato Seri Aman Bin Raja Haji Ahmad, Ng Sheau Chyn and
Ng Sheau Yuen retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-election.
Tan Sri Datuk Ng Teck Fong and M Chareon Sae Tang @ Tan Whye Aun who have attained the age of seventy (70), retire in accordance
with Section 129(2) of the Companies Act, 1965 in Malaysia at the forthcoming Annual General Meeting. The Directors recommend that
they be re-appointed in accordance with Section 129(6) of the said Act and to hold office until the conclusion of the next Annual General
Meeting of the Company.
DIRECTORS INTERESTS
The Directors holding office at the end of the financial year and their beneficial interests in ordinary shares of the Company and of its
related corporations during the financial year ended 31 December 2013 as recorded in the Register of Directors Shareholdings kept by
the Company under Section 134 of the Companies Act, 1965 in Malaysia, were as follows:-
-- Number of ordinary shares of RM 0.50 each --
Balance as at Balance as at
1.1.2013 Acquired Sold 31.12.2013
Shares in the Company
Direct interests
Tan Sri Datuk Ng Teck Fong 13,998,458 - - 13,998,458
Datuk Ng Yih Pyng 581,239 - - 581,239
Datin Nonadiah Binti Abdullah 2,000,000 - - 2,000,000
Datin Choong Chow Mooi 100,000 - - 100,000
Ng Yih Chen 100,000 - - 100,000
Ng Sheau Chyn 548,700 - - 548,700
Ng Sheau Yuen 100,000 - - 100,000
Indirect interests
Tan Sri Datuk Ng Teck Fong 69,664,841 150,000 - 69,814,841
Datuk Ng Yih Pyng 63,132,177 150,000 - 63,282,177
Ng Yih Chen 63,132,177 150,000 - 63,282,177
ANNUAL REPORT 2013
Page 33 DIRECTORS REPORT (continued)
-- Number of ordinary shares of RM 0.50 each --
Balance as at Balance as at
1.1.2013 Acquired Sold 31.12.2013
Shares in the ultimate holding company
Teck Fong Corporation Sdn. Bhd.
Direct interests
Tan Sri Datuk Ng Teck Fong 27,000 - - 27,000
Datuk Ng Yih Pyng 34,000 - - 34,000
Ng Yih Chen 19,000 - - 19,000
Ng Sheau Chyn 10,000 - - 10,000
Ng Sheau Yuen 10,000 - - 10,000
By virtue of their interests in the ordinary shares of the Company, Tan Sri Datuk Ng Teck Fong, Datuk Ng Yih Pyng and Ng Yih Chen are
also deemed to be interested in the ordinary shares of all the subsidiaries to the extent that the Company has an interest.
None of the other Directors holding office at the end of the financial year held 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, none of the Directors have received or become entitled to receive any benefit (other than a
benefit included in the aggregate amount of emoluments received or due and receivable by the 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 other than those as disclosed in Note 36 of the
financial statements.
There were no arrangements during and at the end of the financial year, to which the Company is a party, which had the object of
enabling the 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.
OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY
(I) AS AT THE END OF THE FINANCIAL YEAR
(a)
(b)
Before the statements of profit or loss and other comprehensive income and statements of financial position of the Group and
of the Company were made out, the Directors took reasonable steps:-
(i)
(ii)
In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year have not
been substantially affected by any item, transaction or event of a material and unusual nature except for the effects arising from
the disposal of a subsidiary, resulting in a decrease in the loss for the Group and an increase in the profit for the Company for
the financial year by RM 2,311,000 and RM 2,510,000 respectively, as disclosed in Note 30 to the financial statements.
to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for
doubtful debts and have satisfied themselves that there are no known bad debts and that provision need not be made for
doubtful debts; and
to ensure that any current assets other than debts, which were unlikely to realise their book values in the ordinary course
of business had been written down to their estimated realisable values.
ANNUAL REPORT 2013
OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY (continued)
(II)
(III)
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR
Significant events during the financial year are disclosed in Note 37 to the financial statements.
HOLDING COMPANY
The Directors regard Teck Fong Corporation Sdn. Bhd., a company incorporated in Malaysia, as the holding and ultimate holding
company.
AUDITORS
The auditors, BDO, have expressed their willingness to continue in office.
Signed on behalf of the Board in accordance with a resolution of the Directors.
Tan Sri Datuk Ng Teck Fong Datuk Ng Yih Pyng
Director Director
Kuala Lumpur
9 April 2014
FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT
(c)
(d)
AS AT THE DATE OF THIS REPORT
(e)
(f)
(g)
The Directors are not aware of any circumstances:-
(i)
(ii)
(iii)
In the opinion of the Directors:-
(i)
(ii)
There are no charges on the assets of the Group and of the Company which have arisen since the end of the financial year to
secure the liabilities of any other person.
There are no contingent liabilities of the Group and of the Company which have arisen since the end of the financial year.
The Directors are not aware of any circumstances not otherwise dealt with in the report or the financial statements which would
render any amount stated in the financial statements of the Group and of the Company misleading.
which would necessitate the writing off of bad debts or the making of provision for doubtful debts in the financial
statements of the Group and of the Company;
which would render the values attributed to current assets in the financial statements of the Group and of the Company
misleading; and
which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the Group
and of the Company misleading or inappropriate.
there has not arisen any item, transaction or event of a material and unusual nature likely to affect substantially the
results of the operations of the Group and of the Company for the financial year in which this report is made; and
no contingent or other liability has become enforceable, or is likely to become enforceable, within the period of twelve
(12) months after the end of the financial year which would or may affect the ability of the Group or of the Company to
meet their obligations as and when they fall due.
ANNUAL REPORT 2013
STATEMENT BY
DIRECTORS
In the opinion of the Directors, the financial statements set out on pages 39 to 118 have been drawn up in accordance with Malaysian
Financial Reporting Standards, International Financial Reporting Standards, and the provisions of 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 December 2013 and of the financial
performance and cash flows of the Group and of the Company for the financial year then ended.
In the opinion of the Directors, the information set out in Note 38 to the financial statements on page 119 has been compiled 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.
On behalf of the Board,

Tan Sri Datuk Ng Teck Fong Datuk Ng Yih Pyng
Director Director
Kuala Lumpur
9 April 2014
STATUTORY
DECLARATION
I, Tan Sri Datuk Ng Teck Fong, being the Director primarily responsible for the financial management of Tomei Consolidated Berhad, do
solemnly and sincerely declare that the financial statements set out on pages 39 to 119 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 abovenamed )
at Kuala Lumpur this )
9 April 2014 )
Before me:-
Agong Sia (No.W460)
Commissioner for Oaths
Kuala Lumpur
ANNUAL REPORT 2013
Page 36
INDEPENDENT
AUDITORS
REPORT
TO THE MEMBERS OF
TOMEI CONSOLIDATED BERHAD
Report on the Financial Statements
We have audited the financial statements of Tomei Consolidated Berhad, which comprise statements of financial position as at 31
December 2013 of the Group and of the Company, and statements of profit or loss and other comprehensive income, statements of
changes in equity and statements of 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 39 to 118.
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
December 2013 and of their financial performance and cash flows for the financial year then ended in accordance with Malaysian
Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 1965 in
Malaysia.
ANNUAL REPORT 2013
Page 37
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)
(b)
(c)
(d)
Other Reporting Responsibilities
The supplementary information set out in Note 38 to the financial statements is disclosed to meet the requirement of Bursa Malaysia
Securities Berhad and is not part of the financial statements. The Directors are responsible for the preparation of the supplementary
information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the
Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of
Accountants (MIA Guidance) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is
prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in
Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
BDO Tang Seng Choon
AF: 0206 2011/12/15 (J)
Chartered Accountants Chartered Accountant
Kuala Lumpur
9 April 2014
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.
We have considered the accounts and the auditors reports of all the subsidiaries of which we have not acted as auditors, which are
indicated in Note 9 to the financial statements.
We are satisfied that the accounts of the subsidiaries that have been consolidated with the financial statements of the Company 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.
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.
ANNUAL REPORT 2013
Page 38
INDEPENDENT AUDITORS REPORT
TO THE MEMBERS OF TOMEI CONSOLIDATED BERHAD (continued)
STATEMENTS OF
FINANCIAL
POSITION
AS AT 31 DECEMBER 2013
ASSETS
Non-current assets
Property, plant and equipment
Prepaid lease payments for land
Investments in subsidiaries
Deferred tax assets
Current assets
Inventories
Trade and other receivables
Derivative assets
Current tax assets
Cash and cash equivalents
Non-current assets classified as
held for sale
TOTAL ASSETS
Note
7
8
9
10
11
12
13
14
15
Group Company
2013
RM000
19,004
558
-
1,348
20,910
332,863
24,835
1,092
3,324
12,456
374,570
550
396,030
2012
RM000
19,840
579
-
212
20,631
351,105
27,574
-
2,419
6,434
387,532
550
408,713
2013
RM000
-
-
83,281
-
83,281
-
7,691
-
2,222
2,044
11,957
-
95,238
2012
RM000
-
-
87,666
-
87,666
-
9,213
-
2,121
1,844
13,178
-
100,844
ANNUAL REPORT 2013
Page 39
EQUITY AND LIABILITIES
Equity attributable to
owners of the parent
Share capital
Reserves
Non-controlling interests
TOTAL EQUITY
LIABILITIES
Non-current liabilities
Borrowings
Deferred tax liabilities
Current liabilities
Trade and other payables
Borrowings
Current tax liabilities
TOTAL LIABILITIES
TOTAL EQUITY AND
LIABILITIES
The accompanying notes form an integral part of the financial statements.
Note
16
17
18
10
22
18
Group Company
2013
RM000
69,300
111,108
180,408
6,082
186,490
22,927
206
23,133
39,431
146,048
928
186,407
209,540
396,030
2012
RM000
69,300
116,674
185,974
6,423
192,397
43,145
502
43,647
31,032
140,522
1,115
172,669
216,316
408,713
2013
RM000
69,300
7,535
76,835
-
76,835
2,827
-
2,827
6,949
8,627
-
15,576
18,403
95,238
2012
RM000
69,300
8,158
77,458
-
77,458
11,454
-
11,454
1,897
10,035
-
11,932
23,386
100,844
ANNUAL REPORT 2013
Page 40
STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2013 (continued)
STATEMENTS OF
PROFIT OR LOSS
AND OTHER
COMPREHENSIVE
INCOME
FOR THE FINANCIAL YEAR ENDED
31 DECEMBER 2013
Revenue
Cost of sales
Gross profit
Other income
Selling and distribution expenses
Administrative expenses
Other expenses
Finance costs
(Loss)/Profit before tax
Tax expense
(Loss)/Profit for the financial year
Note
23
24
25
Group Company
2013
RM000
701,907
(579,966)
121,941
6,066
(95,903)
(22,710)
(1,488)
(11,642)
(3,736)
(987)
(4,723)
2012
RM000
583,157
(440,184)
142,973
3,318
(88,999)
(22,403)
(1,568)
(11,652)
21,669
(6,942)
14,727
2013
RM000
4,999
-
4,999
2,661
-
(4,560)
(800)
-
2,300
(151)
2,149
2012
RM000
6,310
-
6,310
47
-
(4,971)
(26)
-
1,360
(412)
948
ANNUAL REPORT 2013
Page 41
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2013 (continued)
Other comprehensive income:-
Items that may be reclassified
subsequently to profit or loss
Foreign currency translations
Other comprehensive income/(loss),
net of tax
Total comprehensive (loss)/income
(Loss)/Profit attributable to:-
Owners of the parent
attributable to:-
Owners of the parent
(Loss)/Earnings per ordinary share attributable
to equity holders of the parent (sen)
- Basic
- Diluted

Note
26
26
Group Company
2013
RM000
1,611
1,611
(3,112)
(4,405)
(318)
(4,723)
(2,794)
(318)
(3,112)
(3.18)
(3.18)
2012
RM000
(540)
(540)
14,187
14,242
485
14,727
13,702
485
14,187
10.28
10.28
2013
RM000
-
-
2,149
2,149
-
2,149
2,149
-
2,149
2012
RM000
-
-
948
948
-
948
948
-
948
ANNUAL REPORT 2013
Page 42
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
31 DECEMBER 2013
Note
27
27
[----------Non-distributable----------] Distributable
Share
capital
RM000
69,300
-
-
-
-
-
-
69,300
69,300
-
-
-
-
-
-
69,300
Share
premium
RM000
4,036
-
-
-
-
-
-
4,036
4,036
-
-
-
-
-
-
4,036
Exchange
translation
reserve
RM000
678
-
(540)
(540)
-
-
-
138
138
-
1,611
1,611
-
-
-
1,749
Retained
earnings
RM000
103,109
14,242
-
14,242
(4,851)
-
(4,851)
112,500
112,500
(4,405)
-
(4,405)
(2,772)
-
(2,772)
105,323
Total
attributable
to owners of
the parent
RM000
177,123
14,242
(540)
13,702
(4,851)
-
(4,851)
185,974
185,974
(4,405)
1,611
(2,794)
(2,772)
-
(2,772)
180,408
Non-
controlling
interests
RM000
6,008
485
-
485
-
(70)
(70)
6,423
6,423
(318)
-
(318)
-

(23)
(23)
6,082
Total
equity
RM000
183,131
14,727
(540)
14,187
(4,851)
(70)
(4,921)
192,397
192,397
(4,723)
1,611
(3,112)
(2,772)
(23)
(2,795)
186,490
ANNUAL REPORT 2013
Page 43
Group
Balance as at 1 January 2012
Profit for the financial year
Total comprehensive income
Transactions with owners
Dividend paid
Dividend paid to a non-controlling
interest of a subsidiary
Total transactions with owners
Balance as at 31 December 2012
Loss for the financial year
Total comprehensive loss
Transactions with owners
Dividend paid
Dividend paid to a non-controlling
interest of a subsidiary
Total transactions with owners
ANNUAL REPORT 2013
Page 44
STATEMENT OF
CHANGES IN EQUITY
31 DECEMBER 2013
Company
Other comprehensive income, net of tax
Transaction with owners
Dividend paid
Total transaction with owners
Dividend paid
Note
27
27
[------Non-distributable------] Distributable
Share
capital
RM000
69,300
-
-
-
-
-
69,300
69,300
-
-
-
-
-
69,300
Share
premium
RM000
4,036
-
-
-
-
-
4,036
4,036
-
-
-
-
-
4,036
Retained
earnings
RM000
8,025
948
-
948
(4,851)
(4,851)
4,122
4,122
2,149
-
2,149
(2,772)
(2,772)
3,499
Total
equity
RM000
81,361
948
-
948
(4,851)
(4,851)
77,458
77,458
2,149
-
2,149
(2,772)
(2,772)
76,835
AS AT THE END OF THE FINANCIAL YEAR
(a)
(b)
STATEMENTS OF
CASH FLOWS
31 DECEMBER 2013
CASH FLOWS FROM OPERATING
ACTIVITIES
Adjustments for:-
Amortisation for:-
- government grant
- prepaid lease payments for land
Bad debts recovered
Bad debts written off
Depreciation of property, plant and
equipment
Gross dividend income
Fair value gain on:-
- derivative assets
- investment properties
Finance costs
Gain on disposal of:-
- a subsidiary
- property, plant and equipment
Impairment losses on:-
- trade and other receivables
- investments in subsidiaries
Interest income
Inventories written down
Inventories written off
Property, plant and equipment written
off
Reversal of impairment loss on trade and
other receivables
Unrealised loss/(gain) on foreign exchange
Unrealised (gain)/loss on gold price
fluctuation
Operating profit/(loss) before changes
in working capital
Note

8
7
13
30
12
9
11
11
7
12
Group Company
ANNUAL REPORT 2013
Page 45
2013
RM000
(3,736)
-
21
(1)
90
5,954
-
(807)
-
11,642
(2,311)
(8)
-
-
(61)
1,803
161
334
(3)
566
(161)
13,483
2012
RM000
21,669
(3)
18
-
-
5,940
-
-
(226)
11,652
-
(316)
5
-
(53)
-
-
666
-
(444)
352
39,260
2013
RM000
2,300
-
-
-
-
-
(4,999)
-
-
-
(2,510)
-
-
800
(55)
-
-
-
-
(39)
-
(4,503)
2012
RM000
1,360
-
-
-
-
-
(6,310)
-
-
-
-
-
-
-
(47)
-
-
-
-
1
-
(4,996)
Note
9(a)
7
30
Group Company
2013
RM000
13,483
16,278
659
7,778
38,198
(8,673)
(4,624)
1,089
25,990
-
61
-
-
(3,950)
6,094
15
(42)
2,178
2012
RM000
39,260
(25,008)
(1,981)
(2,096)
10,175
(8,680)
(11,990)
1,753
(8,742)
-
53
-
-
(3,445)
-
333
(1,700)
(4,759)
2013
RM000
(4,503)
-
3
(520)
(5,020)
-
-
988
(4,032)
3,759
55
7,130
-
-
6,095
-
(42)
16,997
2012
RM000
(4,996)
-
(38)
(834)
(5,868)
-
-
1,730
(4,138)
4,760
47
8,038
500
-
-
-
(1,700)
11,645
STATEMENTS OF CASH FLOWS
ANNUAL REPORT 2013
Page 46
CASH FLOWS FROM OPERATING
ACTIVITIES (continued)
Operating profit/(loss) before changes
in working capital (continued)
Decrease/(Increase) in inventories
Decrease/(Increase) in trade and other
receivables
Increase/(Decrease) in trade and other
payables
Cash generated from/(used in) operations
Interest paid
Tax paid
Tax refunded
Net cash from/(used in) operating activities
CASH FLOWS FROM INVESTING
ACTIVITIES
Dividends received
Interest received
Net repayments from subsidiaries
Acquisition of a subsidiary
Purchase of property, plant and
equipment
Proceeds from disposal of a subsidiary
Proceeds from disposal of property, plant
and equipment
Placement of fixed deposit as permitted
investment
Net cash from /(used in) investing
activities
ANNUAL REPORT 2013
Page 47
Note
27
14(d)
Group Company
2013
RM000
(2,772)
(23)
(2,907)
(8,397)
6,877
(10,870)
(3,673)
(21,765)
6,403
99
(17,880)
(11,378)
2012
RM000
(4,851)
(70)
(2,834)
(8,397)
(15,125)
31,394
(2,601)
(2,484)
(15,985)
(4)
(1,891)
(17,880)
2013
RM000
(2,772)
-
-
(8,397)
-
(878)
-
(12,047)
918
-
(616)
302
2012
RM000
(4,851)
-
-
(8,397)
-
4,654
-
(8,594)
(1,087)
-
471
(616)
STATEMENTS OF CASH FLOWS
CASH FLOWS FROM FINANCING
ACTIVITIES
Dividends paid
Dividends paid to non-controlling
interests of a subsidiary
Interest paid
Net (repayments)/drawdown of:-
- Commodity Murabahah Term Financing
- short term borrowings
- term loans
- hire-purchase liabilities
Net cash used in financing activities
Net increase/(decrease) in cash and cash
equivalents
Effects of exchange rate changes on
cash and cash equivalents
Cash and cash equivalents at beginning
of financial year
Cash and cash equivalents at end of
financial year
ANNUAL REPORT 2013
Page 48
CORPORATE INFORMATION
Tomei Consolidated Berhad (the Company) is a public limited liability company, incorporated and domiciled in Malaysia, and is listed
on the Main Market of Bursa Malaysia Securities Berhad.
The registered office of the Company is located at Suite B13A-4, Tower B, Level 13A, Northpoint Offices, Mid Valley City, No. 1,
Medan Syed Putra Utara, 59200 Kuala Lumpur.
The principal place of business of the Company is located at No. 8-1, Jalan 2/131A, Project Jaya Industrial Estate, Batu 6, Jalan
Kelang Lama, 58200 Kuala Lumpur.
The holding and ultimate holding company is Teck Fong Corporation Sdn. Bhd., a company incorporated in Malaysia.
The consolidated financial statements for the financial year ended 31 December 2013 comprise the Company and its subsidiaries.
These financial statements are presented in Ringgit Malaysia (RM), which is also the Companys functional currency. All financial
information presented in RM has been rounded to the nearest thousand, unless otherwise stated.
The financial statements were authorised for issue in accordance with a resolution by the Board of Directors on 9 April 2014.
PRINCIPAL ACTIVITIES
The Companys principal activity is investment holding. The principal activities of the subsidiaries are set out in Note 9 to the financial
statements. There have been no significant changes in the nature of these activities during the financial year except for those
disclosed in Note 9 to the financial statements.
BASIS OF PREPARATION
The financial statements of the Group and of the Company set out on pages 39 to 118 have been prepared in accordance with
Malaysian Financial Reporting Standards (MFRSs), International Financial Reporting Standards (IFRSs) and the provisions of the
Companies Act, 1965 in Malaysia. However, Note 38 to the financial statements set out on page 119 has been prepared in
accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of
Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants
(MIA Guidance) and the directive of Bursa Malaysia Securities Berhad.
SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Group and of the Company have been prepared under the historical cost convention except as
otherwise stated in the financial statements.
The preparation of financial statements in conformity with MFRSs requires the Directors to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and contingent
liabilities. In addition, the Directors are also required to exercise their judgement in the process of applying the accounting
policies. The areas involving such judgements, estimates and assumptions are disclosed in Note 6 to the financial statements.
Although these estimates and assumptions are based on the Directors best knowledge of events and actions, actual results
could differ from those estimates
Basis of accounting 4.1
1.
2.
3.
4.
NOTES TO THE FINANCIAL
STATEMENTS
31 DECEMBER 2013
ANNUAL REPORT 2013
Page 49 NOTES TO THE FINANCIAL STATEMENTS 31 DECEMBER 2013 (continued)
The consolidated financial statements incorporate the financial statements of the Company and all its subsidiaries. Control is
achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability
to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group
has:-
(a) Power over the investee;
(b) Exposure, or rights, to variable returns from its involvement with the investee; and
(c) The ability to use its power over the investee to affect its returns.
If the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee, including:-
(a) The contractual arrangement with the other vote holders of the investee;
(b) Rights arising from other contractual agreements; and
(c) The voting rights of the Group and potential voting rights.
Intragroup balances, transactions, income and expenses are eliminated on consolidation. Unrealised gains arising from
transactions with associates and joint ventures are eliminated against the investment to the extent of the interest of the Group in
the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no
impairment.
Basis of consolidation 4.2
The financial statements of the subsidiaries are prepared for the same reporting period as that of the Company, using consistent
accounting policies. Where necessary, accounting policies of subsidiaries are changed to ensure consistency with the policies
adopted by the other entities in the Group.
Non-controlling interests represent equity in subsidiaries that are not attributable, directly or indirectly, to owners of the parent,
and is presented separately in the consolidated statement of profit or loss and other comprehensive income and within equity in
the consolidated statement of financial position, separately from equity attributable to owners of the Company. Profit or loss and
each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests.
Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a
deficit balance.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one
or more of the three elements of control. Subsidiaries are consolidated from the date on which control is transferred to the Group
up to the effective date on which control ceases, as appropriate. Assets, liabilities, income and expenses of a subsidiary acquired
or disposed of during the financial year are included in the statement of profit or loss and other comprehensive income from the
date the Group gains control until the date the Group ceases to control the subsidiary.
Changes in the Company owners ownership interest in a subsidiary that do not result in a loss of control are accounted for as
equity transactions. In such circumstances, the carrying amounts of the controlling and non-controlling interests are adjusted to
reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling
interest is adjusted and the fair value of consideration paid or received is recognised directly in equity and attributed to owners
of the parent.
SIGNIFICANT ACCOUNTING POLICIES (continued) 4.
ANNUAL REPORT 2013
Business combinations are accounted for by applying the acquisition method of accounting.
Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured at their fair
value at the acquisition date, except that:-
(a)
(b)
(c)
Acquisition-related costs are recognised as expenses in the periods in which the costs are incurred and the serviced are
received.
Any contingent consideration payable is recognised at fair value at the acquisition date. Measurement period adjustments to
contingent consideration are dealt with as follows:-
(a)
(b)
In a business combination achieved in stages, previously held equity interests in the acquiree are re-measured to fair value at
the acquisition date and any corresponding gain or loss is recognised in profit or loss.
Components of non-controlling interests in the acquiree that are present ownership interests and entitle their holders to a
proportionate share of the entitys net assets in the event of liquidation are initially measured at the present ownership
instruments proportionate share in the recognised amounts of the acquirees identifiable net assets. All other components of
non-controlling interests shall be measured at their acquisition-date fair values, unless another measurement basis is required
by MFRSs. The choice of measurement basis is made on a combination-by-combination basis. Subsequent to initial recognition,
the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling
interests share of subsequent changes in equity.
Business combinations 4.3
The aggregate of the fair value of the consideration received and the fair value of any retained interest; and
The previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling
interests.
If the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between:-
(i)
(ii)
Amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted for (i.e. reclassified
to profit or loss or transferred directly to retained earnings) in the same manner as would be required if the relevant assets or
liabilities were disposed of. The fair value of any investments retained in the former subsidiary at the date when control is lost is
regarded as the fair value on initial recognition for subsequent accounting under MFRS 139 Financial Instruments: Recognition
and Measurement or, where applicable, the cost on initial recognition of an investment in associate or joint venture.
Basis of consolidation (continued) 4.2
Deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and
measured in accordance with MFRS 112 Income Taxes and MFRS 119 Employee Benefits respectively;
Liabilities or equity instruments related to share-based payment transactions of the acquiree or the replacement by the
Group of an acquirees share-based payment transactions are measured in accordance with MFRS 2 Share-based Payment
at the acquisition date; and
Assets (or disposal groups) that are classified as held for sale in accordance with MFRS 5 Non-current Assets Held for Sale
and Discontinued Operations are measured in accordance with that Standard.
If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity.
Subsequent changes to contingent consideration classified as an asset or liability that is a financial instrument within the
scope of MFRS 139 are recognised either in profit or loss or in other comprehensive income in accordance with MFRS 139.
All other subsequent changes are recognised in profit or loss.
ANNUAL REPORT 2013
Any excess of the sum of the fair value of the consideration transferred in the business combination, the amount of
non-controlling interest in the acquiree (if any), and the fair value of the Groups previously held equity interest in the acquiree (if
any), over the net fair value of the acquirees identifiable assets and liabilities is recorded as goodwill in the statement of financial
position. In instances where the latter amount exceeds the former, the excess is recognised as a gain on bargain purchase in
profit or loss on the acquisition date.
Business combinations (continued) 4.3
All items of property, plant and equipment are initially measured at cost less any accumulated depreciation and any accumulated
impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset.
Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only when the
cost is incurred and it is probable that future economic benefits associated with the asset would flow to the Group and the cost
of the asset could be measured reliably. The carrying amount of parts that are replaced is derecognised. The costs of the
day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. Cost also comprises the initial
estimate of dismantling and removing the asset and restoring the site on which it is located for which the Group is obligated to
incur when the asset is acquired, if applicable.
Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the asset and
which has a different useful life, is depreciated separately.
After initial recognition, property, plant and equipment are stated at cost less any accumulated depreciation and any
accumulated impairment losses.
Depreciation is calculated to write off the cost of the assets to their residual value on a straight-line basis over their estimated
useful lives. The principal depreciation rates are as follows:-
Buildings
Computer equipment
Plant and machineries
Motor vehicles
Furniture and fittings
Office equipment
Renovation and electrical installations
Tools, equipment and moulds
2% - 3%
20%
10% - 20%
20%
20%
17% - 20%
17% - 20%
20%
Property, plant and equipment and depreciation 4.4
At the end of each reporting period, the carrying amount of an item of property, plant and equipment is assessed for impairment
when events or changes in circumstances indicate that its carrying amount may not be recoverable. A write down is made if the
carrying amount exceeds the recoverable amount (see Note 4.7 to the financial statements on impairment of non-financial
assets).
The residual values, useful lives and depreciation method are reviewed at the end of each reporting period to ensure that the
amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of
the future economic benefits embodied in the items of property, plant and equipment. If expectations differ from previous
estimates, the changes are accounted for as a change in an accounting estimate.
The carrying amount of an item of property, plant and equipment is derecognised on disposal or when no future economic
benefits are expected from its use or disposal. The difference between the net disposal proceeds, if any, and the carrying amount
is included in profit or loss.
ANNUAL REPORT 2013
(a) Finance leases and hire-purchase
Assets acquired under finance leases and hire-purchase which transfer substantially all the risks and rewards of ownership
to the Group are recognised initially at amounts equal to the fair value of the leased assets or, if lower, the present value of
minimum lease payments, each determined at the inception of the lease. The discount rate used in calculating the present
value of the minimum lease payments is the interest rate implicit in the leases, if this is practicable to determine; if not, the
Groups incremental borrowing rate is used. Any initial direct costs incurred by the Group are added to the amount recognised
as an asset. The assets are capitalised as property, plant and equipment and the corresponding obligations are treated as
liabilities. The property, plant and equipment capitalised are depreciated on the same basis as owned assets.
The minimum lease payments are apportioned between finance charges and the reduction of the outstanding liability. The
finance charges are recognised in profit or loss over the period of the lease term so as to produce a constant periodic rate of
interest on the remaining lease and hire-purchase liabilities.
(b) Operating leases
A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership.
Lease payments under operating leases are recognised as an expense on a straight-line basis over the lease term.
(c) Leases of land and buildings
For leases of land and buildings, the land and buildings elements are considered separately for the purpose of lease
classification and these leases are classified as operating or finance leases in the same way as leases of other assets.
The minimum lease payments including any lump-sum upfront payments made to acquire the interest in the land and
buildings are allocated between the land and the buildings elements in proportion to the relative fair values of the leasehold
interests in the land element and the buildings element of the lease at the inception of the lease.
For a lease of land and buildings in which the amount that would initially be recognised for the land element is immaterial, the
land and buildings are treated as a single unit for the purpose of lease classification and is accordingly classified as a finance
or operating lease. In such a case, the economic life of the buildings is regarded as the economic life of the entire leased
asset.
Leases and hire-purchase 4.5
A subsidiary is an entity in which the Group and the Company are exposed, or have rights, to variable returns from its involvement
with the subsidiary and have the ability to affect those returns through its power over the subsidiary.
An investment in subsidiary, which is eliminated on consolidation, is stated in the separate financial statements of the Company
at cost less impairment losses, if any. Put options written over non-controlling interests on the acquisition of subsidiary shall be
included as part of the cost of investment in the separate financial statements of the Company. Subsequent changes in the fair
value of the written put options over non-controlling interests shall be recognised in profit or loss. Investments accounted for at
cost shall be accounted for in accordance with MFRS 5 Non-current Assets Held for Sale and Discontinued Operations when they
are classified as held for sale (or included in a disposal group that is classified as held for sale) in accordance with MFRS 5.
When control of a subsidiary is lost as a result of a transaction, event or other circumstance, the Group would derecognise all
assets, liabilities and non-controlling interests at their carrying amount and to recognise the fair value of the consideration
received. Any retained interest in the former subsidiary is recognised at its fair value at the date control is lost. The resulting
difference is recognised as a gain or loss in profit or loss.
Investments in subsidiaries 4.6
ANNUAL REPORT 2013
Impairment of non-financial assets 4.7
The carrying amounts of assets, except for financial assets (excluding investments in subsidiaries), inventories, deferred tax
assets and non-current assets 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, the assets recoverable amount is estimated.
The recoverable amount of an asset is estimated for every individual asset. Where it is not possible to estimate the recoverable
amount of the individual asset, the impairment test is carried out on the cash generating unit (CGU) to which the asset belongs.
The recoverable amount of an asset or CGU is the higher of its fair value less cost to sell and its value in use.
In estimating value in use, the estimated future cash inflows and outflows to be derived from continuing use of the asset and from
its ultimate disposal 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 for which the future cash flow estimates have not been adjusted.
An impairment loss is recognised in profit or loss when the carrying amount of the asset or the CGU exceeds the recoverable
amount of the asset or the CGU. The total impairment loss is allocated to the assets of the CGU on a pro-rata basis of the
carrying amount of each asset in the CGU. The impairment loss is recognised in profit or loss immediately.
An impairment loss on other assets is reversed if, and only if, there has been a change in the estimates used to determine the
assets 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. Such reversals are
recognised as income immediately in profit or loss.
Financial instruments 4.9
A financial instrument is any contract that gives rise to a financial asset of one enterprise and a financial liability or equity
instrument of another enterprise.
A financial asset is any asset that is cash, an equity instrument of another enterprise, a contractual right to receive cash or
another financial asset from another enterprise, or a contractual right to exchange financial assets or financial liabilities with
another enterprise under conditions that are potentially favourable to the Group.
A financial liability is any liability that is a contractual obligation to deliver cash or another financial asset to another enterprise,
or a contractual obligation to exchange financial assets or financial liabilities with another enterprise under conditions that are
potentially unfavourable to the Group.
Financial instruments are recognised on the statement of financial position when the Group has become a party to the
contractual provisions of the instrument. At initial recognition, a financial instrument is recognised at 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
issuance of the financial instrument.
Inventories 4.8
Inventories are stated at the lower of cost and net realisable value.
Cost is determined on a weighted average basis or specific identification as appropriate and comprises the original cost of
purchase plus the cost of bringing the inventories to their present location and condition.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and
the estimated costs necessary to make the sale.
ANNUAL REPORT 2013
Financial instruments (continued) 4.9
An embedded derivative is separated from the host contract and accounted for as a derivative if, and only if the economic
characteristics and risks of the embedded derivative is not closely related to the economic characteristics and risks of the host
contract, a separate instrument with the same terms as the embedded derivative meets the definition of a derivative, and the
hybrid instrument is not measured at fair value through profit or loss.
(a) Financial assets
A financial asset is classified into the following four (4) categories after initial recognition for the purpose of subsequent
measurement:-
(i) Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss comprise financial assets that are held for trading (i.e. financial assets
acquired principally for the purpose of resale in the near term), derivatives (both, freestanding and embedded) and
financial assets that were specifically designated into this classification upon initial recognition.
Subsequent to initial recognition, financial assets classified as at fair value through profit or loss are measured at fair value.
Any gains or losses arising from changes in the fair value of financial assets classified as at fair value through profit or loss
are recognised in profit or loss. Net gains or losses on financial assets classified as at fair value through profit or loss
exclude foreign exchange gains and losses, interest and dividend income. Such income is recognised separately in profit
or loss as components of other income or other operating losses.
However, derivatives that is linked to and must be settled by delivery of unquoted equity instruments that do not have a
quoted market price in an active market are recognised at cost.
(ii) Held-to-maturity investments
Financial assets classified as held-to-maturity comprise non-derivative financial assets with fixed or determinable
payments and fixed maturity that the Group has the positive intention and ability to hold to maturity.
Subsequent to initial recognition, financial assets classified as held-to-maturity are measured at amortised cost using the
effective interest method. Gains or losses on financial assets classified as held-to-maturity are recognised in profit or loss
when the financial assets are derecognised or impaired, and through the amortisation process.
(iii) Loans and receivables
Financial assets classified as loans and receivables comprise non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market.
Subsequent to initial recognition, financial assets classified as loans and receivables are measured at amortised cost
using the effective interest method. Gains or losses on financial assets classified as loans and receivables are recognised
in profit or loss when the financial assets are derecognised or impaired, and through the amortisation process.
(iv) Available-for-sale financial assets
Financial assets classified as available-for-sale comprise non-derivative financial assets that are designated as available
for sale or are not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through
profit or loss.
Subsequent to initial recognition, financial assets classified as available-for-sale are measured at fair value. Any gains or
losses arising from changes in the fair value of financial assets classified as available-for-sale are recognised directly in
other comprehensive income, except for impairment losses and foreign exchange gains and losses, until the financial
asset is derecognised, at which time the cumulative gains or losses previously recognised in other comprehensive income
are recognised in profit or loss. However, interest calculated using the effective interest method is recognised in profit or
loss whilst dividends on available-for-sale equity instruments are recognised in profit or loss when the Groups right to
receive payment is established.
Company
Dividend paid
Dividend paid
ANNUAL REPORT 2013
(a) Financial assets (continued)
Cash and cash equivalents include cash and bank balances, bank overdrafts, fixed deposits pledged to financial institutions,
deposits and other short term, highly liquid investments with original maturities of three (3) months or less, which are readily
convertible to cash and are subject to an insignificant risk of changes in value.
A financial asset is derecognised when the contractual right to receive cash flows from the financial asset has expired. On
derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of consideration
received (including any new asset obtained less any new liability assumed) and any cumulative gain or loss that had been
recognised directly in other comprehensive income shall be recognised in profit or loss.
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 marketplace convention.
A regular way purchase or sale of financial assets shall be recognised and derecognised, as applicable, using trade date
accounting.
A financial liability is derecognised when, and only when, it is extinguished, i.e. when the obligation specified in the contract
is discharged or cancelled or expires. An exchange between an existing borrower and lender of debt instruments with
substantially different terms are accounted for as an extinguishment of the original financial liability and the recognition of a
new financial liability. Similarly, a substantial modification of the terms of an existing financial liability is accounted for as an
extinguishment of the original financial liability and the recognition of a new financial liability.
(b) Financial liabilities
Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement.
A financial liability is classified into the following two (2) categories after initial recognition for the purpose of subsequent
measurement:-
(i) Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss comprise financial liabilities that are held for trading, derivatives (both,
freestanding and embedded) and financial liabilities that were specifically designated into this classification upon initial
recognition.
Subsequent to initial recognition, financial liabilities classified as at fair value through profit or loss are measured at fair
value. Any gains or losses arising from changes in the fair value of financial liabilities classified as at fair value through
profit or loss are recognised in profit or loss. Net gains or losses on financial liabilities classified as at fair value through
profit or loss exclude foreign exchange gains and losses, interest and dividend income. Such income is recognised
separately in profit or loss as components of other income or other operating losses.
(ii) Other financial liabilities
Financial liabilities classified as other financial liabilities comprise non-derivative financial liabilities that are neither held for
trading nor initially designated as at fair value through profit or loss.
Subsequent to initial recognition, other financial liabilities are measured at amortised cost using the effective interest
method. Gains or losses on other financial liabilities are recognised in profit or loss when the financial liabilities are
derecognised and through the amortisation process.
Share
capital
RM000
69,300
-
-
-
-
-
69,300
69,300
-
-
-
-
-
69,300
Share
premium
RM000
4,036
-
-
-
-
-
4,036
4,036
-
-
-
-
-
4,036
Retained
earnings
RM000
8,025
948
-
948
(4,851)
(4,851)
4,122
4,122
2,149
-
2,149
(2,772)
(2,772)
3,499
Total
equity
RM000
81,361
948
-
948
(4,851)
(4,851)
77,458
77,458
2,149
-
2,149
(2,772)
(2,772)
76,835
(c) Equity
An equity instrument is any contract that evidences a residual interest in the assets of the Group and the Company after
deducting all of its liabilities. Ordinary shares are classified as equity instruments.
Ordinary shares are recorded at the nominal value and proceeds in excess of the nominal value of shares issued, if any, are
accounted for as share premium. Both ordinary share capital and share premium are classified as equity. Transaction costs
of an equity transaction are accounted for as a deduction from equity, net of any related income tax benefit. Otherwise, they
are charged to profit or loss.
Interim dividends to shareholders are recognised in equity in the period in which they are declared. Final dividends are
recognised upon the approval of shareholders in a general meeting.
The Group measures a liability to distribute non-cash assets as a dividend to the owners of the Company at the fair value of
the assets to be distributed. The carrying amount of the dividend is remeasured at the end of each reporting period and at
the settlement date, with any changes recognised directly in equity as adjustments to the amount of the distribution. On
settlement of the transaction, the Group recognises the difference, if any, between the carrying amounts of the assets
distributed and the carrying amount of the liability in profit or loss.
When the Group repurchases its own shares, the shares repurchased would be accounted for using the treasury stock
method.
Where the treasury stock method is applied, the shares repurchased and held as treasury shares shall be measured and
carried at the cost of repurchase on initial recognition and subsequently. It shall not be revalued for subsequent changes in
the fair value or market price of the shares.
The carrying amount of the treasury shares shall be offset against equity in the statement of financial position. To the extent
that the carrying amount of the treasury shares exceeds the share premium account, it shall be considered as a reduction of
any other reserves as may be permitted by the Main Market Listing Requirements.
Any difference between the carrying amount of a 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.
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.
The Group designates corporate guarantees given to banks for credit facilities granted to subsidiaries as insurance contracts
as defined in MFRS 4 Insurance Contracts. The Group recognises these insurance contracts as recognised insurance
liabilities when there is a present obligation, legal or constructive, as a result of a past event, when it is probable that an
outflow of resources embodying economic benefits would be required to settle the obligation and a reliable estimate can be
made of the amount of the obligation.
At the end of each reporting period, the Group assesses whether its recognised insurance liabilities are adequate, using
current estimates of future cash flows under its insurance contracts. If this assessment shows that the carrying amount of the
insurance liabilities is inadequate, the entire deficiency shall be recognised in profit or loss.
Recognised insurance liabilities are only removed from the statement of financial position when, and only when, it is
extinguished via a discharge, cancellation or expiration.
ANNUAL REPORT 2013
Page 56
(b) Financial liabilities (continued)
NOTES TO THE FINANCIAL STATEMENTS 31 DECEMBER 2013 (continued)
ANNUAL REPORT 2013
Impairment of financial assets 4.10
The Group assesses whether there is any objective evidence that a financial asset is impaired at the end of each reporting
period.
Loans and receivables
The Group collectively considers factors such as the probability of bankruptcy or significant financial difficulties of the
receivable, and default or significant delay in payments to determine whether there is objective evidence that an impairment
loss on loans and receivables has occurred. Other objective evidence of impairment include historical collection rates
determined on an individual basis and observable changes in national or local economic conditions that are directly correlated
with the historical default rates of receivables.
If any such objective evidence exists, the amount of impairment loss is measured as the difference between the financial
assets carrying amount and the present value of estimated future cash flows discounted at the financial assets original
effective interest rate. The impairment loss is recognised in profit or loss.
The carrying amount of loans and receivables are reduced through the use of an allowance account.
If in a subsequent period, the amount of the impairment loss decreases and it objectively relates to an event occurring after the
impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the
asset does not exceed its amortised cost at the reversal date. The amount of impairment reversed is recognised in profit or
loss.
No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the own equity instruments of
the Company. If such shares are issued by resale, any difference between the sales consideration and the carrying amount
is shown as a movement in equity.
Borrowing costs 4.11
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset is capitalised as
part of the cost of the asset until when substantially all the activities necessary to prepare the asset for its intended use or sale
are complete, after which such expense is charged to profit or loss. A qualifying asset is an asset that necessarily takes a
substantial period of time to get ready for its intended use or sale. Capitalisation of borrowing costs are suspended during
extended periods in which active development is interrupted.
The amount of borrowing costs eligible for capitalisation is the actual borrowing costs incurred on the borrowing during the
period less any investment income on the temporary investment of the borrowing.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Income taxes 4.12
Income taxes include all domestic and foreign taxes on taxable profit. Income taxes also include other taxes, such as
withholding taxes, which are payable by foreign subsidiaries on distributions to the Group and Company, and real property
gains taxes payable on disposal of properties.
Taxes in the statement of profit or loss and other comprehensive income comprise current tax and deferred tax.
(a) Current tax
Current tax expenses are determined according to the tax laws of each jurisdiction in which the Group operates and include
all taxes based upon the taxable profits (including withholding taxes payable by foreign subsidiaries on distribution of
retained earnings to companies in the Group), and real property gains taxes payable on disposal of properties.
(c) Equity (continued)
ANNUAL REPORT 2013
Income taxes (continued) 4.12
(b) Deferred tax
Provisions 4.13
Provisions are recognised when there is a present obligation, legal or constructive, as a result of a past event, and when it is
probable that an outflow of resources embodying economic benefits would be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.
If the effect of the time value of money is material, the amount of a provision would be discounted to its present value at a
pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.
Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer
probable that an outflow of resources embodying economic benefits would be required to settle the obligation, the provision
would be reversed.
Provisions for restructuring are recognised when the Group has approved a detailed formal restructuring plan, and the
restructuring either has commenced or has been announced publicly.
Provisions are not recognised for future operating losses. If the Group has a contract that is onerous, the present obligation
under the contract shall be recognised and measured as a provision.
Deferred tax is recognised in full using the liability method on temporary differences arising between the carrying amount of
an asset or liability in the statement of financial position and its tax base.

Deferred tax is recognised for all temporary differences, unless the deferred tax arises from goodwill or the initial recognition
of an asset or liability in a transaction which is not a business combination and at the time of transaction, affects neither
accounting profit nor taxable profit.
A deferred tax asset is recognised only to the extent that it is probable that taxable profit would be available against which
the deductible temporary differences, unused tax losses and unused tax credits that can be utilised. The carrying amount
of a deferred tax asset is reviewed at the end of each reporting period. If it is no longer probable that sufficient taxable profit
would be available to allow the benefit of part or all of that deferred tax asset to be realised, the carrying amount of the
deferred tax asset would be reduced accordingly. When it becomes probable that sufficient taxable profit would be
available, such reductions would be reversed to the extent of the taxable profits.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and when the deferred income taxes relate to the same taxation authority on either:-
Deferred tax would be recognised as income or expense and included in profit or loss for the period unless the tax relates
to items that are credited or charged, in the same or a different period, directly to equity, in which case the deferred tax
would be charged or credited directly to equity.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
realised or the liability is settled, based on the announcement of tax rates and tax laws by the Government in the annual
budgets which have the substantive effect of actual enactment by the end of each reporting period.
(i)
(ii)
The same taxable entity; or
Different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the
assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities
or assets are expected to be settled or recovered.
ANNUAL REPORT 2013
Contingent liabilities and contingent assets 4.14
A contingent liability is a possible obligation that arises from past events whose existence would be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present obligation
that is not recognised because it is not probable that an outflow of resources would be required to settle the obligation. A
contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be
measured reliably. The Group does not recognise a contingent liability but discloses its existence in the financial statements.
A contingent asset is a possible asset that arises from past events whose existence would be confirmed by the occurrence or
non-occurrence of one or more uncertain future events beyond the control of the Group. The Group does not recognise a
contingent asset but discloses its existence where the inflows of economic benefits are probable, but not virtually certain.
In the acquisition of subsidiaries by the Group under business combinations, contingent liabilities assumed are measured
initially at their fair value at the acquisition date.
Employee benefits 4.15
(a) Short term employee benefits
Wages, salaries, social security contributions, paid annual leave, paid sick leave, bonuses and non-monetary benefits are
measured on an undiscounted basis and are expensed when employees rendered their services to the Group.
Short term accumulating compensated absences such as paid annual leave are recognised as an expense when
employees render services that increase their entitlement to future compensated absences. Short term non-accumulating
compensated absences such as sick leave are recognised when the absences occur and they lapse if the current periods
entitlement is not used in full and do not entitle employees to a cash payment for unused entitlement on leaving the Group.
Bonuses are recognised as an expense when there is a present, legal or constructive obligation to make such payments,
as a result of past events and when a reliable estimate can be made of the amount of the obligation.
Customer loyalty points 4.16
Deferred revenue on customer loyalty points is recognised as a reduction in revenue upon granting of loyalty points to
customers in accordance with the announced loyalty points scheme.
Foreign currencies 4.17
(a) Functional and presentation currency
Items included in the financial statements of each of the Groups entities are measured using the currency of the primary
economic environment in which the entity operates (the functional currency). The consolidated financial statements are
presented in Ringgit Malaysia, which is the Companys functional and presentation currency.
(b) Foreign currency transactions and balances
Transactions in foreign currencies are converted into functional currency at rates of exchange ruling at the transaction
dates. Monetary assets and liabilities in foreign currencies at the end of the reporting period are translated into functional
currency at rates of exchange ruling at that date. All exchange differences arising from the settlement of foreign currency
transactions and from the translation of foreign currency monetary assets and liabilities are included in profit or loss in the
period in which they arise. Non-monetary items initially denominated in foreign currencies, which are carried at historicalcost
are translated using the historical rate as of the date of acquisition, and non-monetary items, which are carried at fair value
are translated using the exchange rate that existed when the values were determined for presentation currency purposes.
(b) Defined contribution plans
The Company and subsidiaries incorporated in Malaysia make contributions to a statutory provident fund and foreign
subsidiaries make contributions to their respective countries statutory pension schemes. The contributions are recognised
as a liability after deducting any contributions already paid and as an expense in the period in which the employees render
their services.
Revenue recognition 4.18
Revenue is measured at the fair value of the consideration received or receivable, net of discounts and rebates.
Revenue is recognised to the extent that it is probable that the economic benefits associated with the transaction would flow to
the Group, and the amount of revenue and the cost incurred or to be incurred in respect of the transaction can be reliably
measured and specific recognition criteria have been met for each of the Groups activities as follows:-
(c) Foreign operations
Financial statements of foreign operations are translated at end of the reporting period exchange rates with respect to their
assets and liabilities, and at exchange rates at the dates of the transactions with respect to the statement of profit or loss
and other comprehensive income. All resulting translation differences are recognised as a separate component of equity.
In the consolidated financial statements, exchange differences arising from the translation of a net investment in foreign
operations are taken to equity. When a foreign operation is partially disposed of or sold, exchange differences that were
recorded in equity are recognised in profit or loss as part of the gain or loss on disposal.
Exchange differences arising on a monetary item that forms part of the net investment of the Company in a foreign operation
shall be recognised in profit or loss in the separate financial statements of the Company or the foreign operation, as
appropriate. In the consolidated financial statements, such exchange differences shall be recognised initially as a separate
component of equity and recognised in profit or loss upon disposal of the net investment.
Goodwill and fair value adjustments to the assets and liabilities arising from the acquisition of a foreign operation are treated
as assets and liabilities of the acquired entity and translated at the exchange rate ruling at the end of the reporting period.
(a) Sales of goods
Revenue from sale of goods is recognised when the significant risks and rewards of ownership of the goods have been
transferred to the customer and where the Group does not have continuing managerial involvement over the goods, which
coincides with delivery of goods and services and acceptance by customers.
(b) Rental income
Rental income is accounted for on a straight line basis over the lease term of an ongoing lease.
(c) Interest income
Interest income is recognised as it accrues, using the effective interest method.
(d) Dividend income
Dividend income is recognised when the right to receive payment is established.
(e) Revenue from customer loyalty points
Revenue from customer loyalty points is recognised when the obligation in respect of the awards is fulfilled.
Foreign currencies (continued) 4.17
Government grants 4.19
Government grants are recognised in the financial statements when there is reasonable assurance that:-
(a) The Group would comply with the conditions attached to the grant; and
(b) The grants would be received.
ANNUAL REPORT 2013
ANNUAL REPORT 2013
Research costs 4.20
4.19
4.
Research costs are written off to profit or loss in the financial year in which it is incurred.
Non-current assets classified as held for sale 4.21
Non-current assets are classified as held for sale if their carrying amounts would be recovered principally through a sale
transaction rather than through continuing use. For this to be the case, the assets shall be available for immediate sale in its
present condition subject only to terms that are usual and customary for sales of such assets and its sale must be highly
probable. The probability of shareholders approval (if required in the jurisdiction) is considered as part of the assessment of
whether the sale is highly probable.
The sale is expected to qualify for recognition as a completed sale within one (1) year from the date of classification. However,
an extension of the period required to complete the sale does not preclude the assets from being classified as held for sale if
the delay is caused by events or circumstances beyond the control of the Group and there is sufficient evidence that the Group
remains committed to its plan to sell the assets.
When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that
subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Group retains a
non-controlling interest in its former subsidiary after the sale or otherwise.
Immediately before the initial classification as held for sale, the carrying amounts of the assets are measured in accordance
with applicable MFRSs. On initial classification as held for sale, non-current assets (other than investment properties, deferred
tax assets, employee benefits assets, and financial assets carried at fair value) are measured at the lower of its carrying
amount before the initial classification as held for sale and fair value less costs to sell. The differences, if any, are recognised
in profit or loss as impairment loss.
The Group measures a non-current asset classified as held for distribution to owners at the lower of its carrying amount and
fair value less costs to distribute.
Non-current assets held for sale are classified as current assets in the statement of financial position and are stated at the lower
of carrying amount immediately before initial classification and fair value less costs to sell and are not depreciated. Any
cumulative income or expense recognised directly in equity relating to the non-current assets classified as held for sale is
presented separately.
If the Group has classified an asset as held for sale but subsequently, the criteria for classification are no longer met, the Group
ceases to classify the asset as held for sale. The Group measures a non-current asset that ceases to be classified as held for
sale at the lower of:-
Government grants (continued)
SIGNIFICANT ACCOUNTING POLICIES (continued)
Government grants relating to costs are deferred and recognised as income in profit or loss on a straight line basis over the
periods necessary to match them with the related costs that they are intended to compensate.
Government grants related to assets are presented in the statement of financial position as deferred revenue and recognised
in profit or loss on a systematic basis over the useful life of the assets.
(i) its carrying amount before the asset was classified as held for sale, adjusted for any depreciation, amortisation or
revaluations that would have been recognised had the asset not been classified as held for sale; and
(ii) its recoverable amount at the date of the subsequent decision not to sell.
ANNUAL REPORT 2013
Operating segments 4.23
Operating segments are defined as components of the Group that:-
Investment properties 4.22
Investment properties are properties which are held to earn rental yields or for capital appreciation or for both and are not
occupied by the Group. Investment properties are initially measured at cost, which includes transaction costs. After initial
recognition, investment properties are stated at fair value.
The fair value of investment properties reflect among other things, rental income from current leases and other assumptions
that market participants would use when pricing investment properties under current market conditions.
Fair values of investment properties are based on valuations by registered independent valuers with appropriate recognised
professional qualification and has recent experience in the location and category of the investment properties being valued.
A gain or loss arising from a change in the fair value of investment properties is recognised in profit or loss for the period in
which it arises.
Investment properties are derecognised when either they have been disposed of or when they are permanently withdrawn from
use and no future economic benefit is expected from their disposal. The gains or losses arising from the retirement or disposal
of investment property is determined as the difference between the net disposal proceeds, if any, and the carrying amount of
the asset and is recognised in profit or loss in the period of the retirement or disposal.
Operating segments that do not meet any of the quantitative thresholds may be considered reportable, and separately
disclosed, if the management believes that information about the segment would be useful to users of the financial statements.
Total external revenue reported by operating segments shall constitute at least seventy five (75%) percent of the Groups
revenue. Operating segments identified as reportable segments in the current financial year in accordance with the quantitative
thresholds would result in a restatement of prior period segment data for comparative purposes.
(a) Engages in business activities from which it could earn revenues and incur expenses (including revenues and expenses
relating to transactions with other components of the Group);
(a) Its reported revenue, including both sales to external customers and intersegment sales or transfers, is ten (10%) per cent
or more of the combined revenue, internal and external, of all operating segments.
(b) The absolute amount of its reported profit or loss is ten (10%) per cent or more of the greater, in absolute amount of:-
(c) Its assets are ten (10%) per cent or more of the combined assets of all operating segments.
(b) Whose operating results are regularly reviewed by the chief operating decision maker of the Group in making decisions
about resources to be allocated to the segment and assessing its performance; and
(c) For which discrete financial information is available.
An operating segment may engage in business activities for which it has yet to earn revenues.
The Group reports separately information about each operating segment that meets any of the following quantitative
thresholds:-
i. the combined reported profit of all operating segments that did not report a loss; and
ii. the combined reported loss of all operating segments that reported a loss.
ANNUAL REPORT 2013
Earnings per share 4.24
(a) Basic
(a) The condition and location of the asset; and
(b) Restrictions, if any, on the sale or use of the asset.
The fair value measurement for a non-financial asset takes into account the ability of the market participant 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.
The fair value of a financial or non-financial liability or an entitys own equity instrument assumes that:-
Basic earnings per ordinary share for the financial year is calculated by dividing the profit for the financial year attributable
to equity holders of the parent by the weighted average number of ordinary shares outstanding during the financial year.
New MFRSs adopted during the current financial year
Title Effective Date
5.1
ADOPTION OF NEW MFRSs AND AMENDMENT TO MFRSs 5.
The Group and Company adopted the following Standards of the MFRS Framework that were issued by the Malaysian
Accounting Standards Board (MASB) during the financial year.
Amendments to MFRS 101 Presentation of Items of Other Comprehensive Income
MFRS 10 Consolidated Financial Statements
MFRS 11 Joint Arrangements
MFRS 12 Disclosure of Interests in Other Entities
MFRS 13 Fair Value Measurement
MFRS 119 Employee Benefits (2011)
MFRS 127 Separate Financial Statements
MFRS 128 Investments in Associates and Joint Ventures
Amendments to MFRS 1 Government Loans
1 July 2012
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
Fair value measurements 4.25
The fair value of an asset or a liability 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 fair value 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.
The Group measures the fair value of an asset or a liability by taking into account the characteristics of the asset or liability if
market participants would take these characteristics into account when pricing the asset or liability. The Group has considered
the following characteristics when determining fair value:-
A liability would remain outstanding and the market participant transferee would be required to fulfil the obligation. The
liability would not be settled with the counterparty or otherwise extinguished on the measurement date; and
(b) Diluted
Diluted earnings per ordinary share for the financial year is calculated by dividing the profit for the financial year attributable
to equity holders of the parent by the weighted average number of ordinary shares outstanding during the financial year
adjusted for the effects of dilutive potential ordinary shares.
(a)
An entitys own equity instrument would remain outstanding and the market participant transferee would take on the rights
and responsibilities associated with the instrument. The instrument would not be cancelled or otherwise extinguished on the
measurement date.
(b)
ANNUAL REPORT 2013
Amendments to MFRS 7 Disclosures -
Offsetting Financial Assets and Financial Liabilities
Amendments to MFRSs Annual Improvements 2009 - 2011 Cycle
Amendments to MFRS 10, MFRS 11 and MFRS 12
Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests
in Other Entities:- Transition Guidance
IC Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine
1 January 2013
1 January 2013
1 January 2013
1 January 2013
There is no material effect upon the adoption of the above Standards during the financial year other than:-
Amendments to MFRS 101, which is mandatory for annual periods beginning on or after 1 July 2012.
These Amendments require that items of other comprehensive income must be grouped into two sections:
(a)
MFRS 12, which is mandatory for annual periods beginning on or after 1 January 2013.
This Standard prescribes the disclosure requirements relating to interests of an entity in subsidiaries, joint arrangements,
associates and structured entities. This Standard requires a reporting entity to disclose information that helps users to
assess the nature and financial effects of the relationship of the reporting entity with other entities.
Following the adoption of this Standard, the Group has disclosed the requirements applicable to the Group in Note 9 to the
financial statements.
(b)
MFRS 13, which is mandatory for annual periods beginning on or after 1 January 2013.
This Standard is now the sole MFRS containing the framework for determining the measurement of fair value and the
disclosure of information relating to fair value measurement, when fair value measurements and/or disclosures are required
or permitted by other MFRSs.
As a result, the guidance and requirements relating to fair value measurement that were previously located in other MFRSs
have now been relocated to MFRS 13.
Whilst there have been some rewording of the previous guidance in MFRS 13, there are very few changes to the previous
fair value measurement requirements. Instead, MFRS 13 is intended to clarify the measurement objectives, harmonises the
disclosure requirements, and improve consistency in the application of fair value measurement.
MFRS 13 did not materially impact any fair value measurements of the assets or liabilities of the Group. It has only a
presentation and disclosure impact, and therefore has no material effect on the financial position or performance of the
Group.
(c)
(i) Those that are or may be reclassified into profit or loss; and
(ii) Those that will not be reclassified into profit or loss.
The Group has changed the presentation of the statements of profit or loss and other comprehensive income according to
these Amendments.
New MFRSs adopted during the current financial year (continued) 5.1
ADOPTION OF NEW MFRSs AND AMENDMENT TO MFRSs (continued) 5.
Amendments to MFRS 10 Consolidated Financial Statements:- Investment Entities
Amendments to MFRS 12 Disclosure of Interest in Other Entities:- Investment Entities
Amendments to MFRS 127 Separate Financial Statements (2011):- Investment Entities
Amendments to MFRS 132 Offsetting Financial Assets and Financial Liabilities
Amendments to MFRS 136 Recoverable Amount Disclosures for Non-Financial Assets
Amendments to MFRS 139 Novation of Derivatives and Continuation of Hedge Accounting
IC Interpretation 21 Levies
Defined Benefit Plans: Employee Contributions (Amendments to MFRS 119)
Amendments to MFRSs Annual Improvements 2010 2012 Cycle
Amendments to MFRSs Annual Improvements 2011 2013 Cycle
Mandatory Effective Dates of MFRS 9 and Transition Disclosures
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)
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 July 2014
1 July 2014
1 July 2014
Deferred
Deferred
Deferred
Deferred
New MFRSs that have been issued, but only effective for annual periods beginning on or after 1 January 2014 5.2
The following are Standards of the MFRS Framework that have been issued by the Malaysian Accounting Standards Board
(MASB) but have not been early adopted by the Group and the Company.
The Group is in the process of assessing the impact of implementing these Standards, since the effects would only be
observable for future financial years.
Changes in estimates 6.1
SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS 6.
Estimates are continually evaluated and are based on historical experience and other factors, including expectations of future
events that are believed to be reasonable under the circumstances.
The Directors are of the opinion that there are no significant changes in estimates at the end of the reporting period.
Critical judgements made in applying accounting policies 6.2
The following are the judgements made by management in the process of applying the Groups accounting policies that have
the most significant effect on the amounts recognised in the financial statements.
Classification between investment properties and property, plant and equipment
The Group has developed certain criteria based on MFRS 140 in making judgement whether a property qualifies as an
investment property. Investment property is a property held to earn rentals or for capital appreciation or for both.

Some properties comprise a portion that is held to earn rentals or for capital appreciation and another portion that is held for
use in the production or supply of goods or services or for administrative purposes. If these portions could be sold separately
(or leased out separately under a finance lease), the Group would account for the portions separately. If the portions could
not be sold separately, the property is an investment property only if an insignificant portion is held for use in the production
or supply of goods or services or for administrative purposes. Judgement is made on an individual property basis to
determine whether ancillary services are so significant that a property does not qualify as investment property.
(a)
ADOPTION OF NEW MFRSs AND AMENDMENT TO MFRSs (continued) 5.
ANNUAL REPORT 2013
ANNUAL REPORT 2013
Contingent liabilities
The determination and treatment of contingent liabilities is based on managements view of the expected outcome of the
contingencies for matters in the ordinary course of the business.
Classification of non-current bank borrowings
Term loan agreements entered into by the Group include repayment on demand clauses at the discretion of financial
institutions. The Group believes that in the absence of a default being committed by the Group, these financial institutions
are not entitled to exercise their rights to demand for repayment. Accordingly, the carrying amount of the term loans have
been classified between current and non-current liabilities based on their repayment period.
Contingent liabilities on corporate guarantees
The Directors are of the view that the chances of the financial institutions to call upon the corporate guarantees are remote.
Contingent rental
The Group has entered into tenancy agreements for the lease of outlets, which contain contingent rental features based on
predetermined revenue thresholds. The Group has determined that these contingent rental features are not embedded
derivatives to be separately accounted for due to the economic characteristics and risks of these contingent rental features
are closely related to the economic characteristics and risks of the underlying tenancy agreements. There are no leverage
features contained within these contingent rental features.
(d)
Critical judgements made in applying accounting policies (continued) 6.2
SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (continued) 6.
Key sources of estimation uncertainty 6.3
The following are key assumptions concerning the future and other key sources of estimation uncertainty at the end of the
reporting period that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year.
Depreciation of property, plant and equipment
The cost of property, plant and equipment is depreciated on a straight-line basis over the assets useful lives. Management
estimates the useful lives of these assets to be five (5) years to fifty (50) years. Changes in the expected level of usage and
technological developments could impact the economic useful lives or principal annual rates of depreciation and the
residual values of these assets and therefore, future depreciation charges could be revised.
(a)
(e)
(f)
(g)
Non-current assets classified as held for sale
Investment properties have been classified as non-current assets classified as held for sale as the management entered
into a sale and purchase agreement during the financial year. However, there was a delay from the buyer in completing the
sale, which is beyond the Groups control. The Group remains committed to its plan to sell these assets by granting an
extended period to the buyer. Hence, management is of the view that these assets remain appropriately as non-current
assets classified as held for sale.
(c)
Classification of leasehold land

The classification of leasehold land as a finance lease or an operating lease required the use of judgement in determining
the extent to which risks and rewards incidental to its ownership lie. Due to the fact that there would be no transfer of
ownership by the end of the lease term and that the lease term does not constitute the major part of the indefinite economic
life of the land and that the present value of the minimum lease payments amounts to not at least substantially all of the fair
value of the land at the inception of the lease, management had determined that the leasehold land lease does not transfer
substantially all the risks and rewards to the Group and hence it is classified as operating lease.
(b)
ANNUAL REPORT 2013
Key sources of estimation uncertainty (continued) 6.3
Deferred tax assets
Deferred tax assets are recognised for all unused tax losses and other deductible temporary differences to the extent that
it is probable that future taxable profits would be available against which the tax losses and other deductible temporary
differences could be utilised. Significant management judgement is required to determine the amount of deferred tax assets
that could be recognised, based upon the likely timing and extent of future taxable profits together with future tax planning
strategies.
Investments in subsidiaries
Management reviews the investments in subsidiaries for impairment when there is an indication of impairment.
The recoverable amounts of the investments in subsidiaries are assessed by reference to the higher of the fair values less
cost to sell and the value in use of the respective subsidiaries.
Estimating a value in use requires management to make an estimate of the expected future cash flows to be derived from
continuing use of the asset and from its ultimate disposal, expectations about possible variations in the amount, timing of
those cash flows, the time value of money, price for inherent uncertainty risk and other relevant factors.
Write down for obsolete or slow moving inventories
The Group writes down its obsolete or slow moving inventories based on an assessment of their estimated net selling price.
Inventories are written down when events or changes in circumstances indicate that the carrying amounts could not be
recovered. Management specifically analyses sales trend and current economic trends when making this judgement to
evaluate the adequacy of the write down for obsolete or slow moving inventories. Where expectations differ from the original
estimates, the differences would impact the carrying amount of inventories.
Impairment of receivables
The Group makes impairment of receivables based on an assessment of the recoverability of receivables. Impairment is
applied to receivables where events or changes in circumstances indicate that the carrying amounts may not be
recoverable. Management specifically analyses historical bad debts, customer concentration, customer creditworthiness,
current economic trends and changes in customer payment terms when making a judgement to evaluate the adequacy of
impairment of receivables. Where expectations differ from the original estimates, the differences would impact the carrying
amount of receivables.
(b)
Fair values of borrowings
The fair values of borrowings are estimated by discounting future contractual cash flows at the current market interest rates
available to the Group for similar financial instruments. Sensitivity analysis of the effects of interest rate risk has been
disclosed in Note 35(a) to the financial statements.
Deferred revenue for customer loyalty points
The Group maintains a customer loyalty program that allows its members to accumulate customer loyalty points on the
purchases of the Groups products sold in its own retail outlets. These customer loyalty points are then converted into rebate
vouchers and sent to the customers based on the terms and conditions in force.
The Group treats the loyalty program as a separate component of the sales transaction in which they are granted. The
Group has estimated the fair values of the unredeemed rebate vouchers and the unconverted loyalty points and has
accounted for it as deferred revenue. This deferred revenue is recognised as revenue when the issued rebate vouchers are
redeemed in the Groups own retail outlets or when the rebate vouchers have expired without being redeemed.
(f)
(g)
(c)
(d)
(e)
ANNUAL REPORT 2013
Fair value measurements
The fair value measurement of the financial and non-financial assets and liabilities of the Group utilises market observable
inputs and data as far as possible, where applicable. Inputs used in determining fair value measurements are categorised
into different levels based on how observable the inputs used in the valuation technique utilised are:-
(i)
(ii)
(iii)
The classification of an item into the above levels is based on the lowest level of the inputs used in the fair value
measurement of the item. Transfers of items between levels are recognised in the period they occur.
The Group measures these elements in the financial statements at fair value:-
(i)
(ii)
Level 1: Quoted prices in active markets for identical items (unadjusted);
Level 2: Observable direct or indirect inputs other than Level 1 inputs; and
Level 3: Unobservable inputs (i.e. not derived from market data).
Derivative financial instruments, Note 13 to the financial statements; and
Financial instruments, Note 34 to the financial statements.
(h)
Key sources of estimation uncertainty (continued) 6.3
ANNUAL REPORT 2013
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ANNUAL REPORT 2013
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4
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4
2
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8
2
4
4
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,
5
9
6
8
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9
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(
1
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(
6
6
6
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(
5
,
9
4
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1
9
,
8
4
0
9
9
5
1
,
9
3
3
5
,
8
4
0
5
,
6
6
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1
7
,
3
8
2
4
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4
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9
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8
2
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(
1
3
2
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3
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6
3
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,
6
6
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2
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7
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4
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2
6
,
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4
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(
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3
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-

ANNUAL REPORT 2013
During the financial year, the Group made the following cash payments to purchase property, plant and equipment:- (a)
PROPERTY, PLANT AND EQUIPMENT (continued) 7.
PREPAID LEASE PAYMENTS FOR LAND 8.
Purchase of property, plant and equipment
Financed by hire-purchase arrangements
Outstanding balances included in other payables
Cash payments on purchase of property, plant and equipment
5,843
(1,893)
-
3,950
579 (21) 558 -
8,918
(5,144)
(329)
3,445
Group
2013
RM000
2012
RM000
As at 31 December 2013, the net carrying amount of the Groups property, plant and equipment held under hire-purchase
arrangements are as follows:-
(b)
Motor vehicles
Furniture and fittings
Office equipment
Renovation and electrical installations
1,969
3,602
449
1,177

7,197
2,701
4,038
512
1,679
8,930
Group
2013
RM000
2012
RM000
At 31 December 2013
Accumulated
amortisation
RM000
Cost
RM000
Carrying
amount
RM000
Group
2013
Balance
as at
1 January
RM000
Addition
RM000
Amortisation
charge for the
financial year
RM000
Balance
as at
31 December
RM000
Carrying amount
Leasehold land
(52) 558 610 Leasehold land
ANNUAL REPORT 2013
PREPAID LEASE PAYMENTS FOR LAND (continued) 8.
597 (18) 579 -
At 31 December 2012
Accumulated
amortisation
RM000
Cost
RM000
Carrying
amount
RM000
Group
2012
Balance
as at
1 January
RM000
Addition
RM000
Amortisation
charge for the
financial year
RM000
Balance
as at
31 December
RM000
Carrying amount
Leasehold land
(31) 579 610 Leasehold land
The lump-sum upfront lease payments made on acquiring leasehold land are accounted as prepaid lease payments and are
amortised over the lease term of 33 years on a straight line basis.
Equity loans to subsidiaries are unsecured, interest-free and have no fixed terms of repayment, and are considered to be part of
Companys net investments in its subsidiaries.
INVESTMENTS IN SUBSIDIARIES 9.
43,306
(922)
42,384
40,897
83,281
46,891
(122)
46,769
40,897
87,666
Company
2013
RM000
2012
RM000
Company
Unquoted shares - at cost
Less:- Impairment losses
Equity loans to subsidiaries
The details of the subsidiaries are as follows:- (a)
Effective equity
interest
2013 2012
Country of
incorporation Name of company
Direct subsidiaries
Principal activities
Tomei Gold & Jewellery Manufacturing
Sdn. Bhd. (TGJM)
Yi Xing Goldsmith Sdn. Bhd.
Tomei Marketing Sdn. Bhd.
Design and manufacturing
of jewellery
of jewellery
Distribution of jewellery Malaysia
Malaysia
Malaysia
100%
100%
100%
100%
100%
100%
ANNUAL REPORT 2013
INVESTMENTS IN SUBSIDIARIES (continued) 9.
The details of the subsidiaries are as follows:- (continued) (a)
Effective equity
interest
2013 2012
Country of
incorporation Name of company Principal activities
Direct subsidiaries (continued)
Subsidiaries of TR
Tomei Retail Sdn. Bhd. (TR)
Emas Assayer Sdn. Bhd.
(Emas Assayer)
^
Tomei International Limited
@@
Investment holding and
retailing of jewellery
Dormant
Inactive Hong Kong
Malaysia
Malaysia
100%
100%
100%
100%
Tomei TI Sdn. Bhd.
#
Dormant Malaysia 70% 70%
100%
Wealthy Concept Limited (WC)
@
Gemas Precious Metals Industries Sdn. Bhd.
Investment holding
of jewellery, including gold
and silver chains and refining
of gold and jewellery
Malaysia
Hong Kong
61%
100%
61%
100%
O M Design Sdn. Bhd. Distribution of jewellery Malaysia 55% 55%
My Diamond Sdn. Bhd. Retailing of jewellery Malaysia 100% 100%
Tomei Gold & Jewellery (Subang) Sdn. Bhd.

*
Property investment Malaysia - 100%
Le Lumiere Sdn. Bhd. Retailing of jewellery Malaysia 100% 100%
TH Jewelry Sdn. Bhd. Retailing of jewellery Malaysia 100% 100%
Cindai Permata Sdn. Bhd. Rental of motor vehicles to
companies of the Group
Malaysia 100% 100%
De Beers Diamond Jewellers Sdn. Bhd. Retailing of jewellery Malaysia 100% 100%
Tomei Gold & Jewellery Holdings (M) Sdn.
Bhd. (TGJH)
Investment holding and
distribution of jewellery
Malaysia 100% 100%
100%
ANNUAL REPORT 2013
Subsidiaries of TR (continued)
Effective equity
interest
2013 2012
Country of
incorporation Name of company Principal activities
Tomei Gold & Jewellery (MJ) Sdn. Bhd.
(TGJ (MJ))
Investment holding Malaysia 100% 100%
Tomei Worldwide Franchise Sdn. Bhd. Inactive Malaysia 100% 100%
MyTomei Sdn. Bhd. Selling of gold and silver Malaysia 100% 100%
Goldheart (M) Sdn. Bhd. Inactive Malaysia 100% 100%
Goldheart Jewelry (M) Sdn. Bhd. Inactive Malaysia 100% 100%
J & G Collections Sdn. Bhd.
^
Tomei Gold & Jewellery (WM) Sdn. Bhd.
#
Tomei Gold & Jewellery (P.T.) Sdn. Bhd.
##
Dormant Malaysia - 100%
Tomei Gold & Jewellery (JB) Sdn. Bhd.
##
Tomei Gold & Jewellery (SK) Sdn. Bhd.
###
Subsidiaries of TGJH
Tomei Gold & Jewellery (M.V.) Sdn. Bhd. Retailing of jewellery Malaysia 100% 100%
Tomei Gold & Jewellery (K.P.) Sdn. Bhd.
#
Tomei (Vietnam) Company Limited
@
Manufacturing and retailing
of jewellery
Socialist Republic
of Vietnam
100% 100%
Tomei Gold & Jewellery (Klang) Sdn. Bhd.
#
ANNUAL REPORT 2013
Subsidiaries audited by BDO Member Firms.
Subsidiary is consolidated based on management accounts for the financial year ended 31 December 2013. The financial
statements of the subsidiary are not required to be audited in its country of incorporation as it was dormant since the
previous financial years.
Subsidiaries are consolidated based on management accounts for the financial year ended 31 December 2013. The
financial statements of these subsidiaries are not required to be audited as they had been placed under members'
voluntary winding up during the financial year.
These subsidiaries had been struck off from the Registrar of Companies Commission of Malaysia during the financial year.
These subsidiaries had been dissolved during the financial year.
These subsidiaries became dormant in the current financial year.
In the current financial year, the Company disposed off 100% of the equity interest in Tomei Gold & Jewellery (Subang)
Sdn. Bhd. to its related party, Teck Fong Property Sdn. Bhd., a company related by common directors for a cash
consideration of RM 6,095,000.
@
@@
#
##
###
^
*
Effective equity
interest
2013 2012
Country of
incorporation Name of company
Subsidiaries of TGJH (continued)
Principal activities
Tomei Gold & Jewellery (B.U.) Sdn. Bhd.
###
Tomei Gold & Jewellery (TS) Sdn. Bhd.
###
Tomei Gold & Jewellery (MK) Sdn. Bhd.
###
Tomei Gold & Jewellery Corp.
(Sunway) Sdn. Bhd.
###
Tomei Gold & Jewellery Corp.
(KLCC) Sdn. Bhd.
###
Subsidiaries of TGJ (MJ)
Tomei Gold & Jewellery (S.A.) Sdn. Bhd.
#
Subsidiary of TGJM
Lumiere 2006 Limited
@
Dormant Hong Kong 100% 100%
Subsidiary of WC
Wealthy Concept Jewellery
(Shenzhen) Company Limited
@
Distribution and retailing of
jewellery
Peoples Republic
of China
100% 100%
39%
2,890
(442)
6,082
(318)
30%
97
-
45%
3,095
124
2013
Gemas Precious Metals
Industries Sdn. Bhd.
O M Design
Sdn. Bhd.
Tomei TI
Sdn. Bhd. Total
39%
3,355
124
30%
97
*
6,423
485
45%
2,971
361
2012
O M Design
Sdn. Bhd.
Tomei TI
Sdn. Bhd. Total
NCI percentage of ownership and
voting interests
Carrying amount of NCI (RM000)
(Loss)/Profit allocated to NCI (RM000)
NCI percentage of ownership and
voting interests
Carrying amount of NCI (RM000)
Profit/(Loss) allocated to NCI (RM000)
* Loss allocated to NCI amounted to RM 145.
The dissolution and struck off of the subsidiaries did not have any material financial impact to the Group.
The subsidiary that was acquired in the previous financial year is disclosed in Note 29 to the financial statements.
The subsidiary that was disposed off in the current financial year is disclosed in Note 30 to the financial statements.
An impairment loss on investments in subsidiaries amounting to RM 800,000 relating to a subsidiary, Wealthy Concept Limited.,
was recognised during the financial year due to the carrying amount was higher than its estimated recoverable amount. The
recoverable amount was determined based on a value-in-use calculation using cash flow projections based on financial budgets
approved by the management covering a period of five (5) years. The discount rate applied to the cash flow projections was four
point three percent (4.3%) based on the weighted average cost of capital of the Company.
(b)
The subsidiaries of the Group that have non-controlling interests (NCI) are as follows:- (c)
ANNUAL REPORT 2013
2013
Assets and liabilities
Non-current assets
Current assets
Current liabilities
Net assets
Results
32,895
(1,133)
(1,133)
(1,410)
2,219
(598)
211
(23)
22,374
276
276
2,058
7
(1,678)
387
-
RM000
O M Design
Sdn. Bhd.
RM000
Tomei TI
Sdn. Bhd.
RM000
-
-
-
-
-
-
-
-
Revenue
Cash flows (used in)/from operating activities
Cash flows from investing activities
Cash flows used in financing activities
Net increase in cash and cash equivalents
Dividend paid to NCI
ANNUAL REPORT 2013
1,982
13,688
-
(8,260)
7,410
195
12,335
(317)
(5,335)
6,878
-
324
-
-
324
The summarised financial information before intra-group elimination of the subsidiaries that have NCI as at the end of each
reporting period are as follows:-
(d)
2012
Assets and liabilities
Non-current assets
Current assets
Current liabilities
Net assets
1,726
16,959
(280)
(9,802)
8,603
-
324
-
-
324
262
11,878
(1,039)
(4,499)
6,602
Results
43,368
318
318
3,347
(3,977)
754

124
(70)
25,230
803
803
197
(69)
(457)
(329)
-
RM000
O M Design
Sdn. Bhd.
RM000
Tomei TI
Sdn. Bhd.
RM000
-
*
*
(3)
3
-
-
-
Revenue
Profit/(Loss) for the financial year
Total comprehensive income/(loss)
Cash flows from/(used in) operating activities
Cash flows (used in)/from investing activities
Cash flows from/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Dividend paid to NCI
ANNUAL REPORT 2013
The summarised financial information before intra-group elimination of the subsidiaries that have material NCI as at the end of
each reporting period are as follows:- (continued)
(d)
The following subsidiaries have significant restrictions apply to their assets as follows:-
(i) Restriction imposed by bank covenants
The covenants of borrowings taken by Tomei Gold & Jewellery Manufacturing Sdn. Bhd. and O M Design Sdn. Bhd., direct
subsidiaries of the Company, restrict the ability of these subsidiaries to declare dividends to their shareholders in excess of
their profit after tax for each of the financial period.
(a)
(e)
* Both loss for the financial year and total comprehensive loss are RM 483.
The covenants of borrowings taken by Yi Xing Goldsmith Sdn. Bhd., direct subsidiary of the Company, restrict the ability of
the subsidiary to declare dividends to its shareholder in excess of 50% of its profit after tax for each of the financial period.
(b)
The covenants of borrowings taken by Tomei Gold & Jewellery Holdings (M) Sdn. Bhd., an indirect subsidiary of the
Company, restrict the ability of the subsidiary to declare dividends to its shareholder in excess of its profit after tax for each
of the financial period.
(c)
Balance as at 1 January
Recognised in profit or loss (Note 25)
- current year
- prior years
Balance as at 31 December
Presented after appropriate offsetting:-
Deferred tax assets, net
Deferred tax liabilities, net
290
(1,405)
(27)
(1,142)
(1,348)
206
743
(227)
(226)
290
(212)
502
Group
2013
RM000
2012
RM000
ANNUAL REPORT 2013
The following subsidiaries have significant restrictions apply to their assets as follows (continued):- (e)
DEFERRED TAX 10.
The deferred tax assets and liabilities are made up of the following:- (a)
(ii) Restriction imposed by shareholders agreements
In one of the subsidiaries not wholly owned by the Company, the non-controlling shareholder holds protective right, which
restricts the ability of the Group to transfer its shares to any other third party at any point in time, unless approval is obtained
from the non-controlling interest shareholder.
Recognised in profit or loss
Unused tax losses
Other deductible temporary differences
Deferred tax assets as at 31 December, prior to offsetting
Set-off of tax
Deferred tax assets as at 31 December, net
334
836
911
310
2,057
2,391
(1,043)
1,348
104
(15)
165
80
230
334
(122)
212
Group
2013
RM000
2012
RM000
Deferred tax assets
Recognised in profit or loss
Other taxable temporary differences
Deferred tax liabilities as at 31 December, prior to offsetting
Set-off of tax
Deferred tax liabilities as at 31 December, net
624
591
34
625
1,249
(1,043)
206
847
(194)
(29)
(223)
624
(122)
502
Group
2013
RM000
2012
RM000
ANNUAL REPORT 2013
DEFERRED TAX (continued) 10.
The movements of deferred tax assets and liabilities during the financial year prior to offsetting are as follows:- (b)
ANNUAL REPORT 2013
Unused tax losses
902
1,076
413
2,391
66
165
103
334
Group
2013
RM000
2012
RM000
Deferred tax assets
Gold ornaments
Jewellery
Silver
Consumables
121,870
169,471
2,495
1,798
295,634
37,229
332,863
177,891
168,584
2,451
2,179
351,105
-
351,105
Group
2013
RM000
2012
RM000
At cost
Gold ornaments
At net realisable value
Unused tax losses
614
5,860
6,474
823
216
1,039
Group
2013
RM000
2012
RM000
Other taxable temporary differences
1,183
66
1,249
592
32
624
DEFERRED TAX (continued) 10.
The components of deferred tax assets and liabilities as at the end of the financial year comprise the tax effects of:- (c)
INVENTORIES 11.
The amounts of temporary differences for which no deferred tax assets have been recognised in the statement of financial
position are as follows:-
Deferred tax assets of certain subsidiaries have not been recognised in respect of these items as it is not probable that taxable
profits of the subsidiaries would be available against which the deductible temporary differences could be utilised.
The deductible temporary differences do not expire under current tax legislation.
The unused tax losses in respect of those subsidiaries dissolved or struck off during the financial year amounted to RM 58,000
(2012: Nil).
(d)
ANNUAL REPORT 2013
ANNUAL REPORT 2013
Inventories written down to net realisable values
-
-
-
Group
2013
RM000
2012
RM000
INVENTORIES (continued) 11.
Cost of inventories of the Group recognised as cost of sales during the financial year amounted to RM 556,146,000 (2012: RM
423,630,000). The amounts of write down and write off of inventories recognised as cost of sales during the financial year are as
follows:-
Third parties
Trade receivables
Amounts owing by subsidiaries
Other receivables
Deposits
- subsidiaries
Other receivables and deposits
Prepayments
Loans and receivables
Prepayments
Company
2013
RM000
2012
RM000
Group
2013
RM000
2012
RM000
TRADE AND OTHER RECEIVABLES 12.
Trade receivables are non-interest bearing and the normal trade credit terms granted by the Group range from 7 to 90 days (2012:
7 to 90 days) from date of invoice. They are recognised at their original invoice amounts, which represent their fair values on initial
recognition.
Amounts owing by subsidiaries represent advances, which are unsecured, interest free and payable upon demand in cash and
cash equivalents.
(a)
(b)
12,670
(282)
12,388
-
1,886
8,138
10,024
-
10,024
22,412
2,423
24,835
14,504
(285)
14,219
-
1,942
7,080
9,022
-
23,241
23,241
4,333
27,574
-
-
-
7,699
48
2
7,749
(59)
7,690
7,690
1
7,691
-
-
-
9,219
47
2
9,268
(59)
9,209
9,209
4
9,213
1,803
161
1,964
ANNUAL REPORT 2013
12,007
105
181
95
381
282
12,670
13,831
164
118
106
388
285
14,504
Group
2013
RM000
2012
RM000
TRADE AND OTHER RECEIVABLES (continued) 12.
Ringgit Malaysia
Chinese Renminbi
Hong Kong Dollar
Singapore Dollar
US Dollar
Vietnamese Dong
Others
Neither past due nor impaired
Past due, not impaired
91 to 120 days
121 to 150 days
More than 151 days
Past due and impaired
Company
2013
RM000
2012
RM000
17,662
2,012
8
428
2,071
222
9
22,412
19,521
2,210
225
519
409
287
70

23,241
7,690
-
-
-
-
-
-
7,690
9,209
-
-
-
-
-
-
9,209
Group
2013
RM000
2012
RM000
Included in deposits are amounts owing by gold suppliers and a financial institution of RM 1,000,000 (2012: Nil), which represent
margin deposits of five (5) gold contracts. The margin deposits are unsecured, interest free and repayable upon settlement of
these gold contracts.
The currency exposure profile of receivables (exclude prepayments) are as follows:-
Receivables that neither past due nor impaired
Trade receivables that are neither past due nor impaired are creditworthy trade receivables with good payment records with the
Group. Trade receivables of the Group of more than 65% (2012: 64%) respectively arise from customers with more than two (2)
years of experience with the Group and have never defaulted.
None of the trade receivables of the Group that are neither past due nor impaired have been renegotiated during the financial
year.
(c)
The ageing analysis of trade receivables of the Group are as follows:- (e)
(d)
ANNUAL REPORT 2013
TRADE AND OTHER RECEIVABLES (continued) 12.
DERIVATIVE ASSETS 13.
At 1 January
Charge for the financial year
(Note 24)
Reversal of impairment loss
(Note 24)
At 31 December
Company
2013
RM000
2012
RM000
59
-
-
59
59
-
-
59
Group
2013
RM000
2012
RM000
The ageing analysis of trade receivables of the Group are as follows (continued):-
Receivables that are past due but not impaired
The Group has trade receivables amounting to RM 381,000 (2012: RM 388,000) that are past due at the end of the reporting
period but not impaired. Trade receivables of the Group that are past due but not impaired are unsecured in nature. The Group
closely monitors the financial standing of these counter parties on an ongoing basis to ensure that the Group is exposed to
minimal credit risk.
Receivables that are past due and impaired
Trade receivables of the Group that are past due and impaired at the end of each reporting period had been individually impaired.
The reconciliation of movement in the impairment loss is as follows:-
Trade and other receivables that are individually determined to be impaired at the end of each reporting period relate to those
trade and other receivables that exhibit significant financial difficulties and have defaulted on payments. These receivables are
not secured by any collateral or credit enhancements.
Information on financial risks of trade and other receivables is disclosed in Note 35 to the financial statements.
(e)
18,200 1,092
Contract
amount
RM000 Group
2013
Financial
assets
RM000
Gold contracts
(f)
(g)
During the current financial year, the Group entered into four (4) gold contracts with gold suppliers and three (3) gold contracts
with a financial institution, which have embedded derivatives. Among the seven (7) gold contracts, there are five (5) contracts
which required the Group to make certain sum of margin deposits as disclosed in Note 12(c) to the financial statements.
(a)
285
-
(3)
282
280
5
-
285
ANNUAL REPORT 2013
DERIVATIVE ASSETS (continued) 13.
CASH AND CASH EQUIVALENTS 14.
Fixed deposit with a
licensed bank
Cash and bank balances
Company
2013
RM000
2012
RM000
1,742
302
2,044

1,700
144
1,844
Group
2013
RM000
2012
RM000
Ringgit Malaysia
Chinese Renmimbi
Hong Kong Dollar
US Dollar
Others
Company
2013
RM000
2012
RM000
9,442
2,014
27
620
353
12,456
5,101
1,035
28
112
158
6,434
2,044
-
-
-
-
2,044
1,844
-
-
-
-
1,844
Group
2013
RM000
2012
RM000
These gold contracts were entered into with the objective of managing and hedging the Groups exposure to adverse price
movements in gold bullions. The fair values of the components have been determined based on counter parties quotes as at the
end of each reporting period.
The above derivatives are initially recognised at fair value on the date the derivative contracts are entered into and are
subsequently re-measured at fair value through profit or loss. The resulting gain or loss from the re-measurement is recognised
in profit or loss.
During the financial year, the Group recognised a net gain of RM 807,000 (2012: Nil) arising from fair value changes of derivative
assets.
The methods and assumptions applied in determining the fair values of derivatives are disclosed in Note 34 to the financial
statements.
The fixed deposit as at 31 December 2013 had maturity of 12 months.

Information on financial risks of cash and cash equivalents is disclosed in Note 35 to the financial statements.
The currency exposure profile of cash and cash equivalents are as follows:-
(b)
(c)
(d)
(e)
(a)
(b)
(c)
1,742
10,714
12,456
1,700
4,734
6,434
ANNUAL REPORT 2013
CASH AND CASH EQUIVALENTS (continued) 14.
Fixed deposit with a
licensed bank
Cash and bank balances
Less:-
Bank overdrafts included
in borrowings (Note 18)
Placement of fixed deposit
as permitted investment
Company
2013
RM000
2012
RM000
Group
2013
RM000
2012
RM000
Ordinary shares of RM 0.50 each:-
Authorised
Issued and fully paid
2012
Number
of shares
000 RM000
200,000
138,600
100,000
69,300
200,000
138,600
100,000
69,300
2013
Group and Company
Number
of shares
000 RM000
For the purpose of the statements of cash flows, cash and cash equivalents comprise the following as at the end of each reporting
period:-
(d)
NON-CURRENT ASSETS CLASSIFIED AS HELD FOR SALE 15.
The investment properties of the Group, which comprise retail kiosks are presented as non-current assets classified as held for sale
following the Groups commitment to a plan to dispose these assets. In relation to this, the sale and purchase agreement (S&P
agreement) was signed on 19 June 2013. As set out in the S&P agreement, the sale should have been completed by 26 October
2013 (extended completion date). However, the Group has agreed to the purchasers request for further extension to make the final
settlement.
SHARE CAPITAL 16.
The owners of the parent are entitled to receive dividends as and when declared by the Company and are entitled to one (1) vote
per share at meetings of the Company. All ordinary shares rank pari passu with regard to the Companys residual assets.
1,742
10,714
12,456
(22,092)
(1,742)
(11,378)
1,700
4,734
6,434
(22,614)
(1,700)
(17,880)
1,742
302
2,044
-
(1,742)
302
1,700
144
1,844
(760)
(1,700)
(616)
ANNUAL REPORT 2013
RESERVES 17.
Non-distributable:-
Share premium
Exchange translation reserve
Distributable:-
Retained earnings
Company
2013
RM000
2012
RM000
Group
2013
RM000
2012
RM000
Secured
Hire-purchase creditors (Note 19)
Unsecured
Bank overdrafts
Bankers acceptances
Commodity Murabahah Term
Financing (CMTF)
Gold loans
Invoice financing
Revolving credits
Term loans (Note 20)
Company
2013
RM000
2012
RM000
Group
2013
RM000
Current liabilities
2012
RM000
BORROWINGS 18.
Exchange translation reserve
The exchange translation reserve is used to record foreign currency exchange differences arising from the translation of the
financial statements of foreign operations whose functional currencies are different from that of the Groups presentation
currency. It is also used to record the exchange differences arising from monetary items which form part of the Groups net
investment in foreign operations, where the monetary item is denominated in either the functional currency of the reporting entity
or the foreign operation.
Retained earnings
The Company has made the election to move to the single tier system and as a result, there are no longer any restrictions on the
Company to frank the payment of dividends out of its entire retained earnings as at the end of each reporting period.
(a)
(b)
4,036
1,749

105,323
111,108
4,036
138
112,500
116,674
4,036
-
3,499
7,535
4,036
-
4,122
8,158
3,180
22,092
63,850
7,678
2,214
-
35,600
11,434
142,868
146,048
3,359
22,614
59,787
8,397
-
10,000
25,000
11,365
137,163
140,522

-

-
-

7,678
-
-
-
949

8,627

8,627
-
760
-
8,397
-
-
-
878
10,035
10,035
ANNUAL REPORT 2013
BORROWINGS (continued) 18.
Company
2013
RM000
2012
RM000
Group
2013
RM000
2012
RM000
Secured
Unsecured
CMTF
Total borrowings
Bank overdrafts
Bankers acceptances
CMTF
Gold loans
Invoice financing
Revolving credits
2,633
-
20,294
20,294
22,927
4,234
7,678
31,233
38,911
43,145
-
-
2,827
2,827
2,827
-
7,678
3,776
11,454
11,454
22,092
63,850
7,678
2,214
-
35,600
5,813
31,728
168,975
22,614
59,787
16,075
-
10,000
25,000
7,593
42,598
183,667
-
-
7,678
-
-
-
-
3,776
11,454
760
-
16,075
-
-
-
-
4,654
21,489
All bank overdrafts, bankers acceptances, CMTF, gold loans, invoice financing, term loans and revolving credits of the Group are
either guaranteed by the Company or its subsidiaries.
The CMTF of the Company are repayable by 15 equal quarterly instalments of RM 1,330,000 each commencing 20 October 2010
and 13 equal quarterly instalments of RM 769,230 each commencing 17 March 2011 respectively.
The gold loans shall be repayable on demand by way of purchasing the gold loaned to the Group at the prevailing market price.
All borrowings are denominated in RM.
ANNUAL REPORT 2013
BORROWINGS (continued)
Group and Company
Significant covenants
18.
Minimum hire-purchase payments:-
- not later than one (1) year
- later than one (1) year but not later than five (5) years
Total minimum hire-purchase payments
Less:- Future interest charges
Present value of hire-purchase liabilities
Repayable as follows:-
Current liabilities:-
- not later than one (1) year
Non-current liabilities:-
- later than one (1) year but not later than five (5) years
Group
2013
RM000
2012
RM000
HIRE-PURCHASE CREDITORS 19.
Borrowings of the Group and of the Company are subject to the following significant covenants:-
(i)
(ii)
(iii)
(iv)
(v)
In respect of the proposed dividend as disclosed in Note 27 to the financial statements, the Company has obtained consent from the
financial institution subsequent to the end of the reporting period.
In respect of item (v) above, the subsidiary was granted deferment on the compliance of the covenant from the financial institution
during the financial year.
Information on financial risks of borrowings and its remaining maturity is disclosed in Note 35 to the financial statements.
not to permit a Debt to Equity Ratio of the Group to exceed one point two (1.2) times;
not to permit total bank borrowings of the Group to exceed one point five (1.5) times of its net tangible assets;
not to permit a gearing ratio of the Group to exceed one point three (1.3) (2012 - one point (1.0)) times;
not to permit to declare dividend in excess of the Groups net profit after tax unless with the consent of the financial institution;
and
not to permit debt servicing coverage ratio of a subsidiary to less than two point five (2.5) times, unless with the consent of the
financial institution.
3,353
2,869
6,222
(409)
5,813
3,180
2,633
5,813
3,775
4,468
8,243
(650)
7,593
3,359
4,234
7,593
ANNUAL REPORT 2013
TERM LOANS 20.
Repayable as follows:-
- within one year
- later than one (1) year
but not later than five (5) years
Company
2013
RM000
2012
RM000
478
550
940
3,275
15,935
6,774
3,776
31,728
Group
2013
RM000
2012
RM000
1,263
1,334
1,589
4,202
20,000
9,556
4,654
42,598
-
-
-
-
-
-
3,776
3,776
-
-
-
-
-
-
4,654
4,654
11,434
20,294
31,728
11,365
31,233
42,598
949
2,827
3,776
878
3,776
4,654
DEFERRED INCOME 21.
A subsidiary received an E-Manufacturing - ERP grant of RM 27,246 from the Small and Medium Industries Development
Corporation (SMIDEC) to fund the purchase of information technology based equipment, which was used in the manufacturing of
silver and gold jewellery. The ERP grant was fully amortised to profit and loss in the previous financial year.
Term loan I repayable by 48 equal
monthly instalments of RM 70,700
each commencing 10 June 2010
Term loan II repayable by 48 equal
Term loan III repayable by 48 equal
each commencing 5 May 2011
Term loan IV repayable by 60 equal
each commencing 9 December 2011
Term loan V repayable by 48 equal
each commencing 5 February 2012
Term loan VI repayable by 40 equal
each commencing 3 May 2012
Term loan VII repayable by 60 equal
ANNUAL REPORT 2013
TRADE AND OTHER PAYABLES 22.
Company
2013
RM000
2012
RM000
Group
2013
RM000
Trade payables
Third parties
Other payables
Amount owing to a related party
Amounts owing to subsidiaries
Customer loyalty points
Other payables
Deposits received
Accruals
16,467 14,017
3,294
-
727
3,553
1,527
13,863
22,964
39,431
-
-
822
3,790
803
11,600
17,015
31,032
-
5,953
-
1
-
995
6,949
6,949
-
380
-
6
-
1,511
1,897
1,897
2012
RM000
Trade payables are non-interest bearing and the normal trade credit terms granted to the Group range from 30 to 180 days
(2012: 30 to 180 days) from date of invoice.
Amount owing to a related party relates to an amount owing to a former subsidiary that was disposed off during the financial
year.
Amounts owing to subsidiaries represent payments made on behalf by subsidiaries, which are unsecured, interest free and
payable upon demand in cash and cash equivalents.
A reconciliation of the customer loyalty points is as follows:-
The deferred revenue arising from customer loyalty points are estimated based on the amount of loyalty points outstanding as at
the end of the reporting period that are expected to be redeemed within two (2) years.
(a)
(b)
(c)
(d)
Group
2013
RM000
2012
RM000
Additions during the financial year
Redemptions
Redemption points expired
822
359
(24)
(430)
727
425
406
(9)
-
822
- -
ANNUAL REPORT 2013
TRADE AND OTHER PAYABLES (continued) 22.
REVENUE 23.
Company
2013
RM000
2012
RM000
Ringgit Malaysia
Chinese Renminbi
Euro
Hong Kong Dollar
US Dollar
Others
6,949
-
-
-
-
-
6,949
1,897
-
-
-
-
-
1,897
2012
RM000
Group
2013
RM000
2012
RM000
24,851
361
1
874
12,997
347
39,431
17,117
246
221
2,097
11,196
155
31,032
Company
2013
RM000
Sales of goods:-
Gold ornaments and jewellery
Gold bar
Silver
Gross dividend income
from subsidiaries
Deferred revenue from
customer loyalty points
Group
2013
RM000 Note
Note
2012
RM000
660,896
40,195
721
-
95
701,907
544,388
37,999
1,167
-
(397)
583,157
-
-
-
4,999
-
4,999
-
-
-
6,310
-
6,310
Information on financial risks of trade and other payables is disclosed in Note 35 to the financial statements.
The currency exposure profile of payables are as follows:-
(e)
(f)
22
(LOSS)/PROFIT BEFORE TAX 24.
2012
RM000
Company
2013
RM000
(Loss)/Profit before tax is
arrived at after charging:-
Amortisation of prepaid
lease payments for land
Auditors remuneration:-
- statutory audit:-
- current year
- under/(over) provision in
prior years
- non-statutory audit
Group
2013
RM000
2012
RM000
18
248
(2)
29
-
34
-
15
-
34
-
15
21
238
-
36
8
ANNUAL REPORT 2013
(LOSS)/PROFIT BEFORE TAX (continued) 24.
2012
RM000
Company
2013
RM000
(Loss)/Profit before tax is
arrived at after charging
(continued):-
Bad debts written off
Depreciation of property,
plant and equipment
Directors remuneration:-
- fee
- other emoluments
Impairment losses on:-
- trade and other receivables
- investments in subsidiaries
Interest expense:-
- bankers acceptances
- bank overdrafts
- gold loans
- hire-purchase
- invoice financing
- revolving credits
- term loans
- others
Finance costs:-
share of profits by financial
institution on CMTF
Inventories written down
Loss on foreign exchange:-
- realised
- unrealised
Loss on gold price fluctuation:-
- realised
- unrealised
written off
Rental expense:-
- exhibition booths
- plant and machineries
- premises
And crediting:-
Amortisation of government
grant
Bad debts recovered
Fair value gain on:-
- investment properties
- derivative assets
Group
2013
RM000
2012
RM000
90
5,954
274
2,469
-
-
3,131
2,809
42
459
-
2,116
2,448
33
604
1,803
161
53
762
-
-
334
865
20
24,989
-
1
-
807
7
12
9(b)
11
11
7
13
-
5,940
293
2,613
5
-
3,032
2,599
-
449
298
1,838
2,385
-
1,051
-
-
53
36
402
352
666
848
5
22,677
3
-
226
-
-
-
274
2,151
-
800
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
293
2,277
-
-
-
-
-
-
-
-
-
-
-
-
-
24
1
-
-
-
-
-
-
-
-
-
-
Note
ANNUAL REPORT 2013
(LOSS)/PROFIT BEFORE TAX (continued) 24.
2012
RM000
Company
2013
RM000
And crediting (continued):-
Gross dividends received
from unquoted subsidiaries
Gain on disposal of:-
- property, plant and
equipment
- a subsidiary
Gain on foreign exchange:-
- realised
- unrealised
Gain on gold price
fluctuation:-
- realised
- unrealised
Interest income
Rental income from
investment properties
classified as held for sale
Reversal of impairment loss on
trade and other receivables
Group
2013
RM000
2012
RM000
-
8
2,311
1,572
196
369
161
61
15
3
30
12
-
316
-
2,029
480
12
-
53
36
-
4,999
-
2,510
-
39
-
-
55
-
-
6,310
-
-
-
-
-
-
47
-
-
Note
TAX EXPENSE 25.
2012
RM000
Company
2013
RM000
Current tax expense
based on (loss)/profit for the
financial year
Deferred tax (Note 10)
Under/(Over) provision in
prior years:-
- Current tax expense
- Deferred tax (Note 10)
Group
2013
RM000
2012
RM000
2,071
(1,405)
666
348
(27)
987
7,067
(227)
6,840
328
(226)
6,942
154
-
154
(3)
-
151
418
-
418
(6)
-
412
ANNUAL REPORT 2013
TAX EXPENSE (continued) 25.
Tax at Malaysian statutory
tax rate of 25% (2012: 25%)
Tax effects in respect of:-
Non-allowable expenses
Non-taxable income
Movements in deferred tax
assets not recognised
Under/(Over) provision
in prior years
Average effective tax rate
Company
2013
%
2012
%
(25.0)
18.0
(11.9)
36.7
17.8
8.6
26.4
25.0

6.5
(0.4)
0.4
31.5
0.5
32.0
25.0

9.9
(28.3)
-
6.6
(0.1)
6.5
25.0

7.7
(2.0)
-
30.7
(0.4)
30.3
Arising from utilisation of previously unrecognised tax losses
Group
2013
RM000
2012
RM000
- 104
Group
2013
%
2012
%
Malaysian income tax is calculated at the statutory tax rate of twenty-five percent (25%) (2012: 25%) of the estimated taxable
profit for the fiscal year.
Tax expense for other taxation authorities are calculated at the rates prevailing in those respective jurisdictions.
The numerical reconciliation between the tax expense and the product of accounting (loss)/profit multiplied by the applicable tax
rates of the Group and of the Company are as follows:-
Tax savings of the Group are as follows:- (d)
(a)
(b)
(c)
ANNUAL REPORT 2013
TAX EXPENSE (continued) 25.
(Loss)/Profit attributable to equity holders of the parent
Weighted average number of ordinary shares outstanding (000)
Basic (loss)/earnings per ordinary share (sen)
Group
2013
RM000
2012
RM000
(4,405)
138,600
(3.18)
2012 2013
Group
Before tax
RM000
Items that may be reclassified
subsequently to profit or loss
Tax effect
RM000
After tax
RM000
Before tax
RM000
Tax effect
RM000
After tax
RM000
Tax on each component of other comprehensive (loss)/income is as follows:-
(LOSS)/EARNINGS PER ORDINARY SHARE 26.
Basic (loss)/earnings per ordinary share
The basic (loss)/earnings per ordinary share for the financial year is calculated by dividing the (loss)/profit for the financial year
attributable to equity holders of the parent by the weighted average number of ordinary shares outstanding during the financial year.
Diluted (loss)/earnings per ordinary share
The diluted (loss)/earnings per ordinary share for the financial year is the same as the basic (loss)/earnings per ordinary share for
the financial year as there were no dilutive potential ordinary shares.
1,611 1,611 - (540) (540) -
14,242
138,600

10.28
ANNUAL REPORT 2013
DIVIDEND 27.
First and final dividend paid:-
In respect of financial year
ended 31 December 2012
In respect of financial year
ended 31 December 2011
2,772
-
-
3.5
-
4,851
2.0
-
2012 2013
Group and Company
Single tier
dividend
per share
sen
Amount of single
tier dividend
RM000
Single tier
dividend
per share
sen
Amount of single
tier dividend
RM000
EMPLOYEE BENEFITS 28.
ACQUISITIONS OF SUBSIDIARIES 29.
In the previous financial year, the Company, via its wholly owned subsidiary, Tomei Retail Sdn. Bhd. acquired 2 ordinary shares of
RM 1 each representing 100% equity interest in De Beers Diamond Jewellers Sdn. Bhd., a company incorporated in Malaysia for a
total cash consideration of RM 2. De Beers Diamond Jewellers Sdn. Bhd. was dormant as at the date of acquisition. The subsidiary
commenced its business operation during the current financial year.
The acquisition of De Beers Diamond Jewellers Sdn. Bhd. did not have any material financial effect on the Group.
Directors emoluments
Salaries, wages, overtime
and allowances
Defined contribution plan
Staff commissions
Other employee benefits
Company
2013
RM000
2012
RM000
2,469
40,363
5,314
6,164
5,665
59,975
2,613
37,093
4,851
6,032
5,567
56,156
2,151
1,548
201
-
178
4,078
2,277
1,538
208
-
288
4,311
Group
2013
RM000
2012
RM000
A first and final single tier dividend of 1.0 sen per ordinary share, in respect of the financial year ended 31 December 2013,
amounting to RM 1,386,000 has been proposed by the Directors after the reporting period for shareholders approval at the
forthcoming Annual General Meeting. The financial statements for the current financial year do not reflect this proposed dividend.
This dividend, if approved by shareholders, would be accounted for as an appropriation of retained earnings in the financial year
ending 31 December 2014.
ANNUAL REPORT 2013
On 11 December 2013, the Company completed the disposal of its entire equity interest in a subsidiary, Tomei Gold & Jewellery
(Subang) Sdn. Bhd. (TGJ (Subang)), a company incorporated in Malaysia for a cash consideration of RM 6,095,000 as disclosed
in Note 37 to the financial statements. TGJ (Subang) was principally engaged in property investment.
The gain on disposal of the subsidiary during the financial year is as follows:-
The cash flow on disposal of the subsidiary during the financial year is as follows:-
Tomei Consolidated Berhad and its subsidiaries are principally engaged in manufacturing and wholesales and in retailing of gold
ornaments and jewellery.
Tomei Consolidated Berhad has arrived at two (2) reportable segments that are based on information reported internally to the Group
Managing Director. The reportable segments are summarised as follows:-
(i)
(ii)
The accounting policies of operating segments are the same as those described in the summary of significant accounting policies.
The Group evaluates the operating segments performance on the basis of profit or loss from operations before tax.
Inter-segment revenue is priced along the same lines as sales to external customers and is eliminated in the consolidated financial
statements. These policies have been applied consistently throughout the current and previous financial years.
DISPOSAL OF A SUBSIDIARY
OPERATING SEGMENTS
30.
31.
Cost of investment
- Property, plant and equipment (Note 7)
- Other receivables
- Current tax assets
- Cash and cash equivalents
- Other payables and accruals
Net assets/carrying amount
Proceeds from disposal
Gain on disposal
Proceeds from disposal
Cash and cash equivalents of the subsidiary disposed
Net proceeds from disposal
Manufacturing and wholesales
Retail
-
487
3,310
24
1
(38)
3,784
6,095
2,311
3,585
-
-
-
-
-
3,585
6,095
2,510
Group
RM000
Company
RM000
6,095
(1)
6,094
Group
RM000
ANNUAL REPORT 2013
2013
Segment revenue
Total revenue
Inter-segment sales
Revenue from external customers
Interest income
Finance costs
Net finance expense
Depreciation and amortisation
Segment (loss)/profit before tax
Tax expense
Other material non-cash items:-
- Bad debts recovered
- Bad debts written off
- Fair value gain on derivative assets
- Gain on disposal of a subsidiary
- Gain on disposal of property, plant
and equipment
- Inventories written down
- Inventories written off
- Property, plant and equipment written off
- Reversal of impairment loss on trade
and other receivables
- Unrealised loss on foreign exchange
- Unrealised gain on foreign exchange
- Unrealised gain on gold price fluctuation
Capital expenditure
Segment assets
Segment liabilities
OPERATING SEGMENTS (continued)
Segment assets exclude investments in subsidiaries and tax assets and segment liabilities exclude tax liabilities. Even though loans
and borrowings arise from financing activities rather than operating activities, they are allocated to the segments based on relevant
factors. Details are provided in the reconciliations from segment assets and liabilities to the group position.
31.
189,553
(5,968)
183,585
-
(1,530)
(1,530)
468
(4,187)
1,051
1
(90)
344
-
8
(1,803)
(6)
(1)
3
-
139
89
521
128,758
95,893
519,863
(1,541)
518,322
61
(10,112)
(10,051)
5,507
647
(2,038)
-
-
463
2,311
-
-
(155)
(333)
-
(762)
57
72
5,322
335,629
184,339
709,416
(7,509)
701,907
61
(11,642)
(11,581)
5,975
(3,540)
(987)
1
(90)
807
2,311
8
(1,803)
(161)
(334)
3
(762)
196
161
5,843
464,387
280,232
Retail
RM000
Total
RM000
Manufacturing
and wholesales
RM000
ANNUAL REPORT 2013
2012
Segment revenue
Total revenue
Inter-segment sales
Revenue from external customers
Interest income
Finance costs
Net finance expense
Depreciation and amortisation
Segment profit before tax
Tax expense
Other material non-cash items:-
- Impairment loss on trade and other
receivables
- Property, plant and equipment written off
- Unrealised loss on foreign exchange
- Unrealised gain on foreign exchange
- Unrealised loss on gold price fluctuation
- Gain from fair value adjustment on
investment properties
Capital expenditure
Segment assets
Segment liabilities
OPERATING SEGMENTS (continued) 31.
145,191
(6,276)
138,915
-
(1,657)
(1,657)
524
4,444
(1,148)
(4)
(1)
(34)
9
-
-
604
153,152
115,814
444,619
(377)
444,242
53
(9,995)
(9,942)
5,431
17,725
(5,794)
(1)
(665)
(2)
471
(352)
226
8,314
341,997
191,396
589,810
(6,653)
583,157
53
(11,652)
(11,599)
5,955
22,169
(6,942)
(5)
(666)
(36)
480
(352)
226
8,918
495,149
307,210
Retail
RM000
Total
RM000
Manufacturing
and wholesales
RM000
ANNUAL REPORT 2013
Reconciliations of reportable segment profit or loss, assets and liabilities to the Groups corresponding amounts are as follows:-
Geographical information
No geographical information is presented as the Groups overseas operations are still insignificant.
Major customers
There are no major customers with revenue equal or more than ten (10%) percent of the Group revenue. As such, information on
major customers is not presented.
OPERATING SEGMENTS (continued) 31.
(3,540)
(196)
(3,736)
(987)
(4,723)
464,387
(73,029)
391,358
4,672
396,030
280,232
(71,826)
208,406
1,134
209,540
22,169
(500)
21,669
(6,942)
14,727
495,149
(89,067)
406,082
2,631
408,713
307,210
(92,511)
214,699
1,617
216,316
2013
RM000
2013
RM000
2012
RM000
2012
RM000
Total (loss)/profit for reportable segments
Elimination of inter-segmental profits
Tax expense
(Loss)/Profit for the financial year of the Group per
consolidated statement of profit or loss and other
comprehensive income
Assets
Total assets for reportable segments
Elimination of inter-segment balances
Tax assets
Groups assets per consolidated statement of financial position
Liabilities
Total liabilities for reportable segments
Elimination of inter-segment balances
Tax liabilities
Groups liabilities per consolidated statement of financial position
ANNUAL REPORT 2013
Rental commitments
The Group had entered into several tenancy agreements for the rental of retail space, office blocks and staff housing, resulting in
future rental commitments which can, subject to certain terms in the agreements, be revised upon its maturity based on prevailing
market rates.
The Group has aggregate future commitments as at the end of each reporting period as follows:-
(a)
Capital commitments
Capital expenditure in respect of purchase of property, plant and equipment:-
(b)
COMMITMENTS 32.
Not later than one (1) year
Later than one (1) year but not later than five (5) years
19,801
18,197
37,998
17,521
14,805
32,326
Group
2013
RM000
2012
RM000
CONTINGENT LIABILITIES - UNSECURED 33.
Corporate guarantees given to financial institutions
for credit facilities granted to subsidiaries 207,048 178,981
Company
2013
RM000
2012
RM000
Certain lease rentals are subject to contingent rental, which are determined based on a percentage of sales generated from
outlets.
Contracted but not provided for
Approved but not contracted for
-
4,880
4,880
833
3,070
3,903
Group
2013
RM000
2012
RM000
The Directors are of the view that the chances of the financial institutions to call upon the corporate guarantees are remote.
Accordingly, the fair values of the above corporate guarantees given to subsidiaries for banking facilities are negligible.
ANNUAL REPORT 2013
Capital management
The primary objective of the Groups capital management is to safeguard the Groups ability to continue in operations as a going
concern in order to provide fair returns for shareholders and benefits for other stakeholders and to maintain an optimal capital
structure to reduce the cost of capital. In order to maintain the optimal capital structure, the Group may, from time to time, adjust
the dividend payout to shareholders, return capital to shareholders, issue new shares, redeem debts or sell assets to reduce
debts, where necessary.
For capital management purposes, the Group considers shareholders equity, non-controlling interests and total debt to be the
key components in the Groups capital structure. The Group monitors capital on the basis of the net gearing ratio. The ratio is
calculated as the total debt net of cash and cash equivalents to total equity. Total equity is the sum of total equity attributable to
shareholders and non-controlling interests. The net gearing ratios as at 31 December 2013 and 31 December 2012, which are
within the Groups objectives for capital management, are as follows:-
The Company has complied with Practice Note No. 17/2005 of the Bursa Malaysia Securities for the financial year ended 31
December 2013.
(a)
FINANCIAL INSTRUMENTS 34.
Total debt
Net debt
Total equity
Net gearing ratio
11,454
(2,044)
9,410
76,835
0.12
21,489
(1,844)
19,645
77,458
0.25
Company
2013
RM000
2012
RM000
168,975
(12,456)
156,519
186,490
0.84
183,667
(6,434)
177,233
192,397
0.92
Group
2013
RM000
2012
RM000
18
14

Note
ANNUAL REPORT 2013
Financial instruments (b)
FINANCIAL INSTRUMENTS (continued) 34.
-
-
1,092
1,092
22,412
12,456
-
34,868
168,975
39,431
208,406
22,412
12,456
1,092
35,960
168,975
39,431
208,406
Group
31 December 2013
Financial assets

Loans and
receivables
RM000
Other
financial
liabilities
RM000
Total
RM000
Total
RM000
Trade and other receivables, net of prepayments
Derivative assets
Financial liabilities
Borrowings
Fair value
through
profit or loss
RM000
23,241
6,434
29,675
183,667
31,032
214,699
23,241
6,434
29,675
183,667
31,032
214,699
Group
31 December 2012
Financial assets

Loans and
receivables
RM000
Other
financial
liabilities
RM000
Total
RM000
Total
RM000
Borrowings
ANNUAL REPORT 2013
Financial instruments (continued) (b)
9,209
1,844
11,053
21,489
1,897
23,386
9,209
1,844
11,053
21,489
1,897
23,386
Company
31 December 2012
Financial assets

Loans and
receivables
RM000
Other
financial
liabilities
RM000
Total
RM000
Total
RM000
Borrowings
7,690
2,044
9,734
11,454
6,949
18,403
7,690
2,044
9,734
11,454
6,949
18,403
Company
31 December 2013
Financial assets

Loans and
receivables
RM000
Other
financial
liabilities
RM000
Total
RM000
Total
RM000
Borrowings
ANNUAL REPORT 2013
Methods and assumptions used to estimate fair values
The fair values of financial assets and financial liabilities are determined as follows:-
(i)
(ii)
(iii)
Fair value hierarchy
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or
liabilities.
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Fair values of non-derivative liabilities, which are determined for disclosure purposes, are calculated based on the present value
of future principal and interest cash flows, discounted at the market rate of interest at the end of the reporting period. For other
borrowings, the market rate of interest is determined by reference to similar borrowing arrangements.
Level 3 fair value measurements are those derived from inputs for the asset or liability that are not based on observable market
data (unobservable inputs).
The significant unobservable inputs used in determining the fair value measurement of Level 3 financial instruments as well as
the relationship between key unobservable inputs and fair values, is detailed in the table below:-
(c)
(d)
Financial instruments that are not carried at fair values and whose carrying amounts are a reasonable approximation of
fair values
The carrying amounts of financial assets and financial liabilities, such as trade and other receivables, trade and other
payables and borrowings are reasonable approximation of their fair values, either due to their short-term nature or that
they are floating rate instruments that are re-priced to market interest rates on or near the end of the reporting period.
The carrying amounts of the current portion of loans and borrowings are reasonable approximation of their fair values due
to the insignificant impact of discounting.
Obligations under finance lease
The fair values of these financial instruments are estimated by discounting expected future cash flows at market
incremental lending rate for similar types of lending, borrowings or leasing arrangements at the end of each reporting
period.
Derivatives
The fair values of gold contracts are the amounts that would be payable or receivable upon termination of the outstanding
position arising and are determined by reference to the difference between the contracted values and the fair values of
the gold bullion determined based on counter parties quotes at the end of each reporting period.
Financial instruments
Financial assets
Derivative assets
Inter-relationship between
key unobservable inputs
and fair values
The lower the gold price, the
higher the fair values of the
derivative assets would be.
Significant
unobservable inputs
Counter parties
quoted gold price
ANNUAL REPORT 2013
F
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(
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ANNUAL REPORT 2013
The following table shows a reconciliation of Level 3 fair values:-
The following table shows the sensitivity analysis for the Level 3 fair value measurements.
The Group has an established control framework in respect to the measurement of fair values of financial instruments. The
management has overall responsibility for overseeing all significant fair value measurements and reports directly to the Group
Managing Director. The management regularly reviews significant unobservable inputs and valuation adjustments.
(e)
(f)
(g)
Group
Financial assets
Group
Deposits placed
Deposits refunded
Fair value gain on derivative assets
- Other operating income
Gold price
- strengthen by 5%
- weaken by 5%
The financial risk management objective of the Group is to optimise value creation for shareholders whilst minimising the potential
adverse impact arising from interest rate risk, foreign currency risk, credit risk, liquidity and cash flow risk and market price risk.
The Group operates within an established risk management framework and clearly defined guidelines that are regularly reviewed by
the Board of Directors through the Risk Management Committee. Financial risk management is carried out through risk review
programmes, internal control systems, insurance programmes and adherence to the Group financial risk management policies.
Information on the risk management of the related exposures is detailed below:-
(a)
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES 35.
-
4,203
(3,918)
807
1,092
+ 652
- 652
-
-
-
-
-
-
-
2013
RM000
2013
RM000
Loss after tax
2012
RM000
2012
RM000
Profit after tax
Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Groups and the Companys financial instruments would
fluctuate because of changes in market interest rates.
The Groups exposure to interest rate risk arises related primarily from the Groups bank borrowings. The Group does not use
derivative financial instruments to hedge its risk.
ANNUAL REPORT 2013
Interest rate risk (continued)
Sensitivity analysis for interest rate risk
The following table demonstrates the sensitivity analysis of the Group if interest rates at the end of each reporting period changed
by twenty five (25) basis points with all other variables held constant:-
The sensitivity is lower in 2013 than in 2012 because of a decrease in outstanding borrowings during the financial year. The
assumed movement in basis points for interest rate sensitivity analysis is based on current observable market environment.
(a)
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued) 35.
- increase by 25 basis points
- decrease by 25 basis points
+ 306
- 306
- 330
+ 330
Group
2013
RM000
Loss after tax
2012
RM000
Profit after tax
F
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ANNUAL REPORT 2013
ANNUAL REPORT 2013
F
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ANNUAL REPORT 2013
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument would fluctuate because of chang-
es in foreign exchange rates.
Transactional currency exposures mainly arose from transactions that are denominated in currencies other than functional
currencies of operating entities.
The Groups transactional currency exposures mainly arise from substantial purchase of gold and jewellery from countries outside
Malaysia, which are invoiced in foreign currencies. The Group does not use derivative financial instruments to hedge its risk. The
Group monitors the movements in foreign currency exchange rates closely to ensure that its risk to transactional currency
exposures is minimal.
The Group also holds cash and cash equivalents denominated in foreign currencies for working capital purposes. At the end of
each reporting period, such foreign currency balances amount to RM 3,014,000 (2012: RM 1,333,000) for the Group.
Sensitivity analysis for foreign currency risk
The following table demonstrates the sensitivity of the Groups (loss)/profit after tax to a reasonably possible change in the USD,
RMB and HKD exchange rates against the functional currency of the Group, with all other variables held constant.
Sensitivity of other foreign currencies are not disclosed as they are not material to the Group.
Credit risk
Cash deposits and trade receivables may give rise to credit risk, which requires the loss to be recognised if a counter party fails
to perform as contracted. It is the Groups policy to monitor the financial standing of these counter parties on an ongoing basis to
ensure that the Group is exposed to minimal credit risk.
The Group has no major concentration of credit risk as at 31 December 2013. The Groups past experience in collection of trade
receivables falls within the recorded allowances. The Directors believe that no additional credit risk beyond the amounts provided
for impairment loss is inherent to the Groups trade receivables.
(b)
(c)
USD/RM -strengthen by 5%
-weaken by 5%
RMB/RM -strengthen by 5%
-weaken by 5%
HKD/RM -strengthen by 5%
-weaken by 5%
+ 386
- 386
- 138
+ 138
+ 31
- 31
- 400
+ 400
+ 112
- 112
- 69
+ 69
Group
2013
RM000
Loss after tax
2012
RM000
Profit after tax
ANNUAL REPORT 2013
Credit risk (continued)
The Groups major classes of financial assets are trade and other receivables. As at the end of the reporting period, the Company
has significant exposure in respect of amounts owing by subsidiaries.
Financial assets that are neither past due nor impaired
Information regarding trade and other receivables that are neither past due nor impaired is disclosed in Note 12 to the financial
statements. Deposits with licensed banks that are neither past due nor impaired are placed with or entered into with financial
institutions with good standing.
Financial assets that are either past due or impaired
Information regarding financial assets that are either past due or impaired is disclosed in Note 12 to the financial statements.
Liquidity and cash flow risk
The Group actively manages its debt maturity profile, operating cash flows and availability of funding so as to ensure that all
operating and financing needs are met. It is the Groups policy to ensure its ability to service its cash obligations by maintaining a
level of cash and cash equivalents deemed adequate to the Groups operations. The Group also maintains flexibility in funding by
keeping committed credit lines available.
The table below summarises the maturity profile of the liabilities of the Group and of the Company at the end of each reporting
period based on contractual undiscounted repayment obligations.
(c)
(d)
-
-
-
-
-
-
39,431
172,471
211,902
6,949
12,022
18,971
Over five
years
RM000

Total
RM000
39,431
147,928
187,359
6,949
8,890
15,839
-
24,543
24,543
-
3,132
3,132
On demand
or within one
year
RM000
One to
five years
RM000 As at 31 December 2013
Group
Company
Financial liabilities:-
Borrowings
Total undiscounted financial
liabilities
Borrowings
liabilities
ANNUAL REPORT 2013
Liquidity and cash flow risk (continued)
Market price risk
Market price risk is the risk that the fair value of future cash flows of the Groups financial instruments would fluctuate because of
changes in market prices (other than interest or exchange rates).
The Group is exposed to the fluctuation of gold price risk arising from sales and purchase of gold with customers and suppliers.
The Group entered into gold contracts as disclosed in Note 13 to the financial statements to manage and hedge its exposure to
price volatility of certain portion of gold inventories. For those unhedged gold inventories, the Group continues to monitor the
movements in gold price closely to ensure that its risk of gold price fluctuation is minimal.
Sensitivity analysis for gold price risk
The following table demonstrates the sensitivity analysis of the Group if gold price at the end of each reporting period changes by
5% with all other variables held constant:-
(d)
(e)
-
-
-
-
-
-
31,032
189,676
220,708
1,897
22,391
24,288
Over five
years
RM000

Total
RM000
31,032
143,358
174,390
1,897
10,369
12,266
-
46,318
46,318
-
12,022
12,022
On demand
or within one
year
RM000
One to
five years
RM000 As at 31 December 2012
Group
Company
Borrowings
liabilities
Borrowings
liabilities
Gold price -strengthen by 5%
-weaken by 5%
- 4,693
+ 4,693
+ 1,931
- 1,931
2013
RM000
Loss after tax Group
2012
RM000
Profit after tax
ANNUAL REPORT 2013
Identities of related parties
Parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the party or exercise
significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party
are subject to common control or common significant influence. Related parties may be individual or other parties.
The Company has controlling related party relationship with its direct and indirect subsidiaries and its ultimate holding company.
The Group also has related party relationships with the following parties:-
(a)
RELATED PARTY DISCLOSURES 36.
Related parties
Ong Tiong Yee & Sons Sdn. Bhd.
(OTY)
Schofer Germany - The Chain
Company Gmbh & Co. Kg.
(Schofer)
Gexcel Asia Sdn. Bhd. (Gexcel)
Unique Avenue Sdn. Bhd.
(UASB)
Best Arcade Sdn. Bhd. (BASB)
Teck Fong Property Sdn. Bhd.
(TFP)
Oasis College Sdn. Bhd. (Oasis
College)
Oasis Properties Sdn. Bhd. (Oasis)
C. S. Tang & Co. (CS Tang)
Tomei Gold & Jewellery (Subang)
Sdn. Bhd. (TGJ (Subang))
Relationships
Related by connected person - Ong Kee Liang, a director and shareholder of
OTY, is the spouse of Ng Sheau Chyn, who is a director and shareholder of the
Company.
Schofer is a shareholder of a subsidiary, Gemas Precious Metals Industries
Sdn. Bhd..
Related by common Directors, Tan Sri Datuk Ng Teck Fong, Datuk Ng Yih Pyng
and Ng Sheau Chyn. Ng Teck Fong Holdings Sdn. Bhd. (NTFH) is the major
shareholder of Gexcel. Tan Sri Datuk Ng Teck Fong, Datuk Ng Yih Pyng, Ng Yih
Chen, Ng Sheau Chyn and Ng Sheau Yuen are directors and major
shareholders of NTFH.
Related by common Directors, Tan Sri Datuk Ng Teck Fong, Datuk Ng Yih Pyng,
Ng Yih Chen, Ng Sheau Chyn and Ng Sheau Yuen. Tan Sri Datuk Ng Teck
Fong, Ng Sheau Chyn and NTFH are also substantial shareholders of UASB.
Related by common Directors and substantial shareholders, Tan Sri Datuk Ng
Teck Fong, Datuk Ng Yih Pyng, Ng Yih Chen, Ng Sheau Chyn and Ng Sheau
Yuen.
Related by common Directors, Tan Sri Datuk Ng Teck Fong, Datuk Ng Yih Pyng,
Ng Yih Chen, Ng Sheau Chyn and Ng Sheau Yuen. BASB is the sole
shareholder of TFP.
Related by common Directors, Tan Sri Datuk Ng Teck Fong, Ng Yih Chen and
Ng Sheau Chyn. Tan Sri Datuk Ng Teck Fong is also a major shareholder of
Oasis College.
Related by common Directors and major shareholders, Tan Sri Datuk Ng Teck
Fong, Datuk Ng Yih Pyng, Ng Yih Chen, Ng Sheau Chyn and Ng Sheau Yuen.
Related by the Director, M Chareon Sae Tang @ Tan Whye Aun who is the
partner of CS Tang.
Related by common Directors, Tan Sri Datuk Ng Teck Fong and Ng Yih Chen.
TFP is the sole shareholder of TGJ (Subang).
ANNUAL REPORT 2013
Significant related party transactions
In addition to the transactions detailed elsewhere in the financial statements, the Group had the following transactions with related
parties during the financial year.
The related party transactions described above were carried out on terms and conditions not materially different from those
obtainable from transactions with unrelated parties.
(b)
RELATED PARTY DISCLOSURES (continued) 36.
1,038
463
579
3
54
376
391
660
-
11
6,095
12
934
499
19
35
46
374
383
614
30
11
-
-
Group
2013
RM000
2012
RM000
Sales of goods to:-
- OTY
- Schofer
Purchase of manufacturing tools:-
- Schofer
- Gexcel
Office rental paid to:-
- UASB
- BASB
- TFP
- Oasis
Fees paid to:-
- CS Tang
Staff training expenses paid to:-
- Oasis College
Disposal of a subsidiary to:-
- TFP
Rental of premises paid to:-
- TGJ (Subang)

ANNUAL REPORT 2013
Compensation of key management personnel
Key management personnel are those persons having the authority and responsibility for planning, directing and controlling the
activities of the entity, directly and indirectly, including any Director (whether executive or otherwise) of the Group and the
Company.
The remuneration of Directors during the financial year was as follows:-
The estimated monetary value of benefit-in-kind received by the Directors of the Group amounted to RM 145,250
(2012: RM145,250).
Inter-company transactions
(c)
(d)
RELATED PARTY DISCLOSURES (continued) 36.
Short term employee benefits
Contributions to defined contribution plan
1,998
153
2,151
2,115
162
2,277
Company
2013
RM000
2012
RM000
2,282
187
2,469
2,415
198
2,613
Group
2013
RM000
2012
RM000
Gross dividend income received and receivable from subsidiaries 4,999 6,310
Company
2013
RM000
2012
RM000
ANNUAL REPORT 2013
Members voluntary winding up of dormant subsidiaries
On 28 March 2013, the Companys indirect subsidiary, Tomei Gold & Jewellery (Klang) Sdn. Bhd. was placed under members
voluntary winding-up pursuant to Section 254(1)(b) of the Companies Act, 1965 in Malaysia.
On 14 August 2013, the following indirect subsidiaries of the Company held their final meetings and were dissolved on 21
November 2013:-
i .
ii .
iii .
iv.
v .
vi .
On 26 September 2013, the following indirect subsidiaries of the Company were placed under members voluntary winding-up
pursuant to Section 254(1)(b) of the Companies Act, 1965 in Malaysia:-
i .
ii .
On 27 December 2013, the following indirect subsidiaries of the Company were placed under members voluntary winding-up
pursuant to Section 254(1)(b) of the Companies Act, 1965 in Malaysia:-
i .
ii .
Strike off of dormant subsidiaries
On 28 October 2013, the following indirect subsidiaries of the Company were struck off from the Registrar of Companies
Commission of Malaysia pursuant to Section 308(4) of the Companies Act, 1965 in Malaysia:-
i .
ii .
Disposal of a subsidiary - Tomei Gold & Jewellery (Subang) Sdn. Bhd. (TGJ (Subang))
On 2 December 2013, the Company entered into a Sale and Purchase Agreement (SPA) to dispose 500,000 ordinary shares of
RM1 each representing 100% equity interest in TGJ Subang to Teck Fong Property Sdn. Bhd., a related party, for a total cash
consideration of RM 6,095,000. The disposal was completed on 11 December 2013.
(a)
(b)
(c)
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 37.
Tomei Gold & Jewellery (SK) Sdn. Bhd.;
Tomei Gold & Jewellery (B.U.) Sdn. Bhd.;
Tomei Gold & Jewellery (MK) Sdn. Bhd.;
Tomei Gold & Jewellery (TS) Sdn. Bhd.;
Tomei Gold & Jewellery Corp. (KLCC) Sdn. Bhd.; and
Tomei Gold & Jewellery Corp. (Sunway) Sdn. Bhd.
Tomei Gold & Jewellery (S.A.) Sdn. Bhd.; and
Tomei Gold & Jewellery (K.P.) Sdn. Bhd.
Tomei Gold & Jewellery (WM) Sdn. Bhd.; and
Tomei TI Sdn. Bhd.
Tomei Gold & Jewellery (JB) Sdn. Bhd.; and
Tomei Gold & Jewellery (PT) Sdn. Bhd.
The financial risk management objective of the Group is to optimise value creation for shareholders whilst minimising the potential
adverse impact arising from interest rate risk, foreign currency risk, credit risk, liquidity and cash flow risk and market price risk.
The Group operates within an established risk management framework and clearly defined guidelines that are regularly reviewed by
the Board of Directors through the Risk Management Committee. Financial risk management is carried out through risk review
programmes, internal control systems, insurance programmes and adherence to the Group financial risk management policies.
Information on the risk management of the related exposures is detailed below:-
(a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Groups and the Companys financial instruments would
fluctuate because of changes in market interest rates.
The Groups exposure to interest rate risk arises related primarily from the Groups bank borrowings. The Group does not use
derivative financial instruments to hedge its risk.
ANNUAL REPORT 2013
The retained earnings as at the end of the reporting period may be analysed as follows:-
SUPPLEMENTARY INFORMATION ON REALISED AND UNREALISED PROFITS OR LOSSES 38.
Total retained earnings:-
- Realised
- Unrealised
Less:- Consolidation adjustments
Total retained earnings
3,460
39
3,499
-
3,499
4,123
(1)
4,122
-
4,122
Company
2013
RM000
2012
RM000
120,546
1,026
121,572
(16,249)
105,323
131,784
1,276
133,060
(20,560)
112,500
Group
2013
RM000
2012
RM000
LIST OF
PROPERTIES
AS AT 31 DECEMBER 2013
RBF 36,
Land Plot 104/2-8,
Road 4A,
AMATA Industrial Park,
Long Binh Ward,
Bien Hoa City,
Dong Nai Province,
Vietnam.
RK1.20, RK1.21, RK1.22
and RK1.23
Rhythm Avenue Axis,
Persiaran Kewajipan,
USJ 19, 47620 Subang Jaya,
Selangor Darul Ehsan.
1
Lot 104/2-8, Road 4A,
AMATA Industrial Park,
Long Binh Ward,
Bien Hoa City,
Dong Nai Province,
Vietnam.
2
4 retail kiosks located at
H.S. [D] 108337, P.T.3462,
Mukim Damansara,
District of Petaling,
Selangor Darul Ehsan.
Retail kiosks
Land and
factory
550,000
890,929
248 sq ft
1,975
sqm
Freehold
Leasehold
(50 years)
5
years
19
years
25 Jun 01
15 Apr 11
Property Address Property Description Existing Use
Net Book/
Market Value
(RM)
Built Up Status Age
Purchase
Date
ANNUAL REPORT 2013
Page 120
SHAREHOLDINGS
ANALYSIS
AS AT 31 MARCH 2014
ANALYSIS OF SHAREHOLDINGS
Authorised Share Capital
Issued & Fully Paid Up Capital
Class of Shares
Voting Rights
Size of Shareholdings
Less than 100
100 to 1,000
1,001 to 10,000
10,001 to 100,000
100,001 to 1,000,000
1,000,001 and above issued shares

SUBSTANTIAL SHAREHOLDERS
Name
Ng Teck Fong
Lembaga Tabung Amanah Warisan Negeri Terengganu
DIRECTORS' SHAREHOLDINGS
Name
Datuk Ng Yih Pyng
Ng Yih Chen
Ng Sheau Chyn
Ng Sheau Yuen
: RM100,000,000
: RM 69,300,000
: Ordinary shares of RM 0.50
: One (1) vote per ordinary share
Deemed interested by virtue of his shareholdings in Teck Fong Corporation Sdn. Bhd., Tropical Bliss Sdn. Bhd., and his wife Puan
Sri Datin Gan Sao Wah's shareholding and being a trustee for Ng Teck Fong Foundation pursuant to Section 134 of the Act.
Deemed interested by virtue of his shareholdings in Teck Fong Corporation Sdn. Bhd. and being trustees for Ng Teck Fong
Foundation pursuant to Section 134 of the Act.
Deemed interested by virtue of being trustees for Ng Teck Fong Foundation pursuant to Section 134 of the Act.
*
**
***
No. of Shareholders % No. of Shares %
34 2.39 1,016 0.00
205 14.43 159,197 0.12
811 57.07 4,358,220 3.14
299 21.04 9,664,400 6.97
62 4.37 20,072,068 14.48
10 0.70 104,345,099 75.29
1,421 100.00 138,600,000 100.00
No. of Shares %
63,132,177 45.55
14,008,458 10.11
10,000,000 7.22
Direct % Indirect %
14,008,458 10.11 69,814,841 * 50.37
581,239 0.42 63,282,177 ** 45.66
2,000,000 1.44 0 0.00
100,000 0.07 0 0.00
100,000 0.07 63,282,177 ** 45.66
548,700 0.40 150,000 *** 0.11
100,000 0.07 150,000 *** 0.11
ANNUAL REPORT 2013
ANNUAL REPORT 2013
Page 121
THIRTY (30) LARGEST SHAREHOLDERS
Name No. of Shares %
Ng Teck Fong
Lembaga Tabung Amanah Warisan Negeri Terengganu
Cartaban Nominees (Asing) Sdn. Bhd.
Beneficiary: DBS Vickers (Hong Kong) Limited for Box Holdings Limited
Tropical Bliss Sdn. Bhd.
Chen Yen Ling
Tropical Bliss Sdn. Bhd.
Koperasi Permodalan FELDA Malaysia Berhad
Teo Chiang Hong
Maybank Nominees (Asing) Sdn. Bhd.
Beneficiary: Exempt An for DBS Bank Limited (Client A/C)
HLB Nominees (Tempatan) Sdn. Bhd.
Beneficiary: Pledged Securities Account for Nonadiah Binti Abdullah
Nonadiah Binti Abdullah
Gan Sao Wah @ Gan Sao Eng
HSBC Nominees (Asing) Sdn. Bhd.
Beneficiary: Exempt An for HSBC Broking Securities (Asia) Limited (Client A/C)
Chan Kam Yon
Lee Chern Chin
Lee Guan Seong
Teo Soo Cheng
Mah Yoke Lian
Ng Yih Pyng
Lim Yee Sheng
Ng Sheau Chyn
Choong Yee Kong
Eng Watt Ya @ Eng Watt Ying
Choong Siew Mooi
Ong Ho Thaw
HLIB Nominees (Tempatan) Sdn. Bhd.
Beneficiary: Hong Leong Bank Bhd for Tan Chyi Huey
Poh Choo Lip
HLIB Nominees (Tempatan) Sdn. Bhd.
Beneficiary: Hong Leong Bank Bhd for Kan Siew Kee
Choong Kwei Mooi
63,132,177
14,008,458
10,000,000
5,211,500
3,595,964
2,269,900
1,945,800
1,580,000
1,500,000
1,144,100
1,000,000
1,000,000
990,900
800,000
730,000
713,000
704,300
700,000
632,000
581,239
580,500
548,700
509,102
500,000
412,007
400,000
384,800
340,000
321,400
312,007
116,547,854
45.55
10.11
7.22

3.76
2.59
1.64
1.40
1.14
1.08

0.83

0.72
0.72
0.71

0.58
0.53
0.51
0.51
0.51
0.46
0.42
0.42
0.40
0.37
0.36
0.30
0.29

0.28
0.25

0.23
0.23
84.09
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
ANNUAL REPORT 2013
Page 122 SHAREHOLDINGS ANALYSIS AS AT 31 MARCH 2014 (continued)
NOTICE OF
ANNUAL
GENERAL
MEETING
NOTICE IS HEREBY GIVEN THAT the Ninth Annual General Meeting of the Company will be held at the Dillenia & Eugenia, Ground
Floor, Sime Darby Convention Centre, No. 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur on Tuesday, 20 May 2014 at 10.30 a.m. for the
following purposes:-
1.
2.
3.
4.
5.
6.
To receive the Audited Financial Statements for the financial year ended 31 December
2013 and the Reports of Directors and Auditors thereon.
To declare a First and Final Single Tier Dividend of 1.0 sen per ordinary share for the
financial year ended 31 December 2013.

To approve the payment of Directors Fees amounting to RM274,000 in respect of the
To re-elect the following Directors retiring in accordance with Article 84 of the Articles of
Association of the Company:-
(i) Raja Dato Seri Aman Bin Raja Haji Ahmad
(ii) Ms Ng Sheau Chyn

(iii) Ms Ng Sheau Yuen
To re-appoint the following Directors retiring in accordance with Section 129 (2) of the
Companies Act, 1965:-
(i) Tan Sri Datuk Ng Teck Fong
(ii) Mr M Chareon Sae Tang @ Tan Whye Aun

To re-appoint BDO as Auditor of the Company for the ensuing year and to authorise the
Directors to fix their remuneration.
(Please refer to
explanatory note below)
Resolution 1
Resolution 2
Resolution 3
Resolution 4
Resolution 5
Resolution 6
Resolution 7
Resolution 8
ANNUAL REPORT 2013
Page 123
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions with or without amendments or modifications:-
7.
8.
ORDINARY RESOLUTION 1
AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO SECTION 132D OF THE
COMPANIES ACT, 1965
THAT pursuant to Section 132D of the Companies Act, 1965 and subject to the approvals
of the relevant governmental and/or regulatory authorities, the Directors be and are hereby
empowered to issue shares in the Company at any time and upon such terms and
conditions, for such purposes as the Directors may, in their absolute discretion deem fit,
provided that the aggregate number of shares issued in any one financial year of the
Company does not exceed ten per centum (10%) of the issued share capital of the
Company for the time being and that the Directors be and are hereby also empowered to
obtain approval for the listing of and quotation for the additional shares so issued on Bursa
Malaysia Securities Berhad and that such authority shall continue in force until the
conclusion of the next Annual General Meeting (AGM) of the Company.
ORDINARY RESOLUTION 2
PROPOSED RENEWAL OF AND NEW SHAREHOLDERS MANDATE FOR
RECURRENT RELATED PARTY TRANSACTIONS (RRPT) OF A REVENUE OR
TRADING NATURE WITH RELATED PARTY (PROPOSED SHAREHOLDERS
MANDATE)
THAT subject to provisions of the Companies Act, 1965 (Act), the Memorandum and
Articles of Association of the Company, Bursa Malaysia Securities Berhad Main Market
Listing Requirements or other regulatory authorities, approval be and is hereby given to the
Company and/or its subsidiaries to enter into category of RRPT as set out in Section 2.1 of
the Circular to Shareholders dated 25 April 2014, subject to the following:-
(i)
(ii)
AND THAT the Directors of the Company be and are hereby authorised to complete and do
all such acts and things as they may consider expedient or necessary (including executing
such documents as may be required) to give effect to the RRPTs contemplated and/or
authorised by this Ordinary Resolution.
THAT the RRPTs are:-
(a)
(b)
(c)
THAT such authority shall commence upon the passing of this resolution and shall
continue to be in force until:-
(a)
(b)
(c)
whichever is the earlier.
necessary for the day-to-day operations;
undertaken in the ordinary course of business and at arms length basis and
are on terms not more favourable to the related parties than those generally
available to the public; and
are not detrimental to the shareholders of the Company; and
the conclusion of the next AGM of the Company at which time it will lapse
unless by a resolution passed at the meeting, the authority is renewed;
the expiration of the period within which the next AGM after that date is required
to be held pursuant to Section 143(1) of the Act (but shall not extend to such
extension as may be allowed pursuant to Section 143(2) of the Act); or
revoked or varied by resolution passed by the shareholders in general meeting,
Resolution 9
Resolution 10
ANNUAL REPORT 2013
Page 124 NOTICE OF ANNUAL GENERAL MEETING (continued)
AS SPECIAL BUSINESS (continued)
9.
BY ORDER OF THE BOARD
TEOH KOK JONG (LS 04719)
Company Secretary
Kuala Lumpur
Date: 25 April 2014
NOTICE OF DIVIDEND PAYMENT
NOTICE IS HEREBY GIVEN THAT, subject to the approval of the shareholders at the Ninth Annual General Meeting, the First and Final
Single Tier Dividend of 1.0 sen per ordinary share in respect of the financial year ended 31 December 2013 shall be paid on 5 June 2014
to the shareholders registered in the Record of Depositors at the close of business on 26 May 2014.
A Depositor shall qualify for the entitlement to the dividend only in respect of:-
a)
b)
Notes:-
1.
2.
3.
4.
5.
6.
7.
To transact any other ordinary business of which due notice shall have been given in
accordance with the Companies Act, 1965.
Shares transferred into the Depositors Securities Account before 4.00 p.m. on 26 May 2014 in respect of ordinary transfers; and
Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia
Securities Berhad.
Only depositors whose names appear in the Record of Depositors as at 12 May 2014 be regarded as members and entitled to attend,
speak and vote at the meeting.
A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Act shall not apply to the
Company.
To be valid this form duly completed must be deposited at the Registered Office of the Company at Suite B13A-4, Tower B, Level
13A, Northpoint Offices, Mid Valley City, No.1, Medan Syed Putra Utara, 59200 Kuala Lumpur, Malaysia, not less than forty-eight (48)
hours before the time for holding the meeting or any adjournment thereof.
A Member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting.
Where a Member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his
holdings to be represented by each proxy.
If the appointer is a corporation, this form must be executed under its Common Seal or under the hand of its attorney.
Where a member is an authorised nominee as defined under the Central Depositories Act, it may appoint more than one (1) proxy in
respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

ANNUAL REPORT 2013
EXPLANATORY NOTES ON ORDINARY BUSINESS
Item 1
This agenda item is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 does not require a formal
approval of the shareholders for the Audited Financial Statements. Hence, this Agenda item is not put forward for voting.
Resolution 2
It is proposed that the fee for the Non-Executive Directors of the Company be reduced from RM 216,000 per annum to RM 203,000 per
annum. The proposal to reduce the Directors fee is being made after taking into consideration the financial position of the Group for
EXPLANATORY NOTES ON SPECIAL BUSINESS
Resolution 9
The proposed Resolution 9, is a renewal of the previous year mandate and if passed, is to empower the Directors to issue and allot shares
at any time to such persons in their absolute discretion without convening a general meeting provided that the aggregate number of
shares issued does not exceed ten per centum (10%) of the issued share capital of the Company for the time being.
The previous mandate approved on 15 May 2013 was not utilized and accordingly no proceeds were raised.

The purpose of this general mandate is for possible fund raising exercise including but not limited to further placement of shares for
purpose of funding current and/or future investment projects, working capital, repayment of borrowings and/or acquisitions.
Resolution 10
The proposed Resolution 10, is a renewal of the previous year Shareholders Mandate and New Shareholders Mandate and if passed
will allow the Company and its subsidiaries to enter into RRPT of a Revenue or Trading Nature in order to comply with Paragraph 10.09
of Chapter 10 and Practice Note 12 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements. The mandate will take
effect from the date of the passing of the Ordinary Resolution until the next AGM of the Company.
Further information on the Proposed Renewal of and New Shareholders Mandate For Recurrent Related Party Transactions of a
Revenue or Trading Nature is set out in the Circular to Shareholders of the Company dated 25 April 2014 which is despatched together
with the Companys Annual Report 2013.
ANNUAL REPORT 2013
STATEMENT
ACCOMPANYING
NOTICE OF
ANNUAL
GENERAL
MEETING
Pursuant to Paragraph 8.27(2) of the Listing Requirements of Bursa Malaysia Securities Berhad
1. DIRECTORS WHO ARE STANDING FOR RE-ELECTION AT THE NINTH ANNUAL GENERAL MEETING
2. THE DETAILS OF ATTENDANCE OF THE DIRECTORS AT BOARD MEETINGS
Pursuant to Article 84 of the Articles of Association of the Company:-
i ) RAJA DATO SERI AMAN BIN RAJA HAJI AHMAD
ii ) MS NG SHEAU CHYN
iii ) MS NG SHEAU YUEN
Pursuant to Section 129(2) of the Companies Act, 1965:-
i ) TAN SRI DATUK NG TECK FONG
ii ) MR M CHAREON SAE TANG @ TAN WHYE AUN
The profiles of the above Directors are set out in pages 7 and 8.
The details of attendance of each Director at the Board Meetings for the financial year ended 31 December 2013 (a total of 5 were
held for the financial year).
DIRECTORS ATTENDANCE
i ) TAN SRI DATUK NG TECK FONG 5/5
ii ) DATUK NG YIH PYNG 5/5
iii ) RAJA DATO SERI AMAN BIN RAJA HAJI AHMAD 5/5
iv ) DATIN NONADIAH BINTI ABDULLAH 5/5
v ) MR M CHAREON SAE TANG @ TAN WHYE AUN 5/5
vi ) MR LAU TIANG HUA 5/5
vii ) DATIN CHOONG CHOW MOOI 5/5
viii) MR NG YIH CHEN 4/5
ix ) MS NG SHEAU CHYN 5/5
x ) MS NG SHEAU YUEN 4/5
The profiles of the above Directors are set out in the section entitled Profile of the Board of Directors on pages 7 to 8. Their
respective shareholding in the Company are set out in the section entitled Directors Shareholding on page 121.
ANNUAL REPORT 2013
Page 127
The date, time and venue of the Board Meetings are as follow:-
DATE TIME VENUE
26th February 2013 11.00 a.m. Menara Uni.Asia
11th April 2013 11.00 a.m. Menara Uni.Asia
15th May 2013 12.45 p.m. Sime Darby Convention Centre
20th August 2013 11.00 a.m. Menara Uni.Asia
21st November 2013 11.15 a.m. Menara Uni.Asia
Note:-
Menara Uni.Asia : The Boardroom, 12th Floor, Menara Uni.Asia,
1008, Jalan Sultan Ismail, 50250 Kuala Lumpur.
Sime Darby Convention Centre : Ficus, Ground Floor, Sime Darby Convention Centre,
No. 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur.
VENUE: Dillenia & Eugenia, Ground Floor,
Sime Darby Convention Centre,
No. 1A, Jalan Bukit Kiara 1,
60000 Kuala Lumpur.
DATE: 20th May 2014
TIME: 10.30 a.m.
3. THE DATE, TIME AND VENUE OF THE BOARD MEETINGS
4. VENUE, DATE AND TIME OF THE NINTH ANNUAL GENERAL MEETING
STATEMENT ACCOMPANYING NOTICE
OF ANNUAL GENERAL MEETING (continued)
ANNUAL REPORT 2013
Page 128
I/We____________________________________________(FULL NAME IN BLOCK LETTERS)(I/C No:______________________________)
of__________________________________________________________________________________________________(ADDRESS)
being a member/members of TOMEI CONSOLIDATED BERHAD hereby appoint___________________________________________
(I/C No:_______________________________) of____________________________________________________________(ADDRESS)
or failing whom__________________________________________________________(I/C No:_______________________________)
of__________________________________________________________________________________________________(ADDRESS)
as my/our proxy to vote for me/us on my/our behalf, at the Ninth Annual General Meeting of the Company to be held at the Dillenia &
Eugenia, Ground Floor, Sime Darby Convention Centre, No.1A Jalan Bukit Kiara 1, 60000 Kuala Lumpur on Tuesday, 20 May 2014 at
10.30 a.m. or at any adjournment thereof, as indicated below:-
No. Ordinary Resolutions For Against
1. Declaration of First and Final Single Tier Dividend
2. Approval for the payment of Directors Fees
3. Re-election of Raja Dato' Seri Aman Bin Raja Haji Ahmad as Director
4. Re-election of Ms Ng Sheau Chyn as Director
5. Re-election of Ms Ng Sheau Yuen as Director
6. Re-appointment of Tan Sri Datuk Ng Teck Fong as Director
7. Re-appointment of Mr M.Chareon Sae Tang @ Tan Whye Aun as Director
8. Re-appointment of BDO as Auditors
Special Business
9. Ordinary Resolution 1
Authority to Allot & Issue Shares
10. Ordinary Resolution 2
Proposed Shareholders Mandate for Recurrent Related Party Transactions
Signature/Seal of the Shareholder:__________________
Date:_____________________
Please indicate with a ( ) in the appropriate box against the resolution how you wish your vote to be casted. If no specific direction as to voting is given, the proxy will
vote or abstain at his discretion.
Notes:
1.
2.
3.
4.
5.
6.
7.
Only depositors whose names appear in the Record of Depositors as at 12 May 2014 be regarded as members and entitled to attend, speak and vote at the meeting.
A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Act shall not apply to the Company.
To be valid this form duly completed must be deposited at the Registered Office of the Company at Suite B13A-4, Tower B, Level 13A, Northpoint Offices, Mid Valley
City, No.1, Medan Syed Putra Utara, 59200 Kuala Lumpur, Malaysia, not less than forty-eight (48) hours before the time for holding the meeting or any adjournment
thereof.
A Member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meetings.
Where a Member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each
proxy.
If the appointer is a corporation, this form must be executed under its Common Seal or under the hand of its attorney.
Where a member is an authorised nominee as defined under the Central Depositories Act, it may appoint more than one (1) proxy in respect of each Securities
Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.
No. of shares CDS Account No.
PROXY
FORM
fold this flap for sealing
fold here
AFFIX
STAMP
fold here
THE COMPANY SECRETARY
Suite B13A-4, Tower B, Level 13A,
Northpoint Offices, Mid Valley City,
No.1, Medan Syed Putra Utara,
59200 Kuala Lumpur, Malaysia.
GIFT VOUCHER
GIFT VOUCHER
GIFT VOUCHER
GIFT VOUCHER
RM5000
Expires at 30-07-2014
Only applicable on normal priced jewellery of RM5000 and above,
at Le Lumiere, the Gardens Mall only.
RM1000
8-1, Jalan 2/131A, Project Jaya Industrial Estate,
Batu 6, Jalan Kelang Lama, 58200 Kuala Lumpur, Malaysia.
Phone: 03-7784 8136
Fax: 03-7784 8140
TOMEI ONLINE
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