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CONTENTS

2 Notice of Annual General Meeting

9 Group Structure

10 Group Financial Highlights

11 Corporate Information

12 Profile of Board of Directors

15 Management Discussion and Analysis

18 Sustainability Statement

19 Corporate Governance Overview Statement

32 Audit Committee Report

34 Statement On Risk Management & Internal Control

37 Financial Statements

93 Analysis of Shareholdings

95 List of Group Properties

Proxy Form
NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Fiftieth Annual General Meeting (“50th AGM”) of
the shareholders of the Company will be conducted in a fully virtual manner and entirely
via remote participation and voting at the Broadcast Venue at 29th Floor, Menara JKG,
No. 282, Jalan Raja Laut, 50350 Kuala Lumpur, Malaysia on Thursday, 10 September
2020 at 10.30 a.m. for the purpose of transacting the following business : -

AGENDA

Ordinary Business

1. To receive the Directors’ Report and the Audited Financial Statements of the Please refer Explanatory
Group and the Company for the financial year ended 31 December 2019 and the Note
Auditors’ Report thereon.

2. To approve the payment of a first and final single-tier dividend of 0.3 sen per Ordinary Resolution 1
ordinary share in respect of the financial year ended 31 December 2019.

3. To approve the payment of Directors’ fees of up to RM102,000 from 1 July 2020 Ordinary Resolution 2
until the next Annual General Meeting of the Company.

4. To re-elect the following Directors retiring in accordance with Article 98 of the


Company’s Constitution: -

(a) Mr Siau Hock Cheng; Ordinary Resolution 3 (a)


(b) Ms Siew Cheau Sheang; and Ordinary Resolution 3 (b)
(c) Tuan Haji Azizzuddin Bin Haji Hussein. Ordinary Resolution 3 (c)

5. To re-appoint Messrs PCCO PLT as Auditors of the Company and to authorise Ordinary Resolution 4
the Directors to fix their remuneration.

Special Business

6. To consider and, if thought fit, to pass with or without modifications, the following Ordinary Resolution 5
Ordinary Resolution :-

Proposed Retention Of Independent Non-Executive Director

“THAT, subject to the passing of Ordinary Resolution 3 (c) above, Tuan Haji
Azizzuddin Bin Haji Hussein be and is hereby retained as Independent Non-
Executive Director of the Company.”

7. To transact any other business of the Company for which due notice shall have
been received in accordance with the Companies Act, 2016.

2 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT

NOTICE IS ALSO HEREBY GIVEN THAT subject to the approval of the shareholders at the 50th AGM, a first and final
single-tier dividend of 0.3 sen per ordinary share in respect of the financial year ended 31 December 2019 will be paid
on 8 October 2020 to depositors registered in the Record of Depositors of the Company as at 15 September 2020.

A depositor shall qualify for entitlement only in respect of:

a. Securities transferred into the Depositor’s Securities Account before 4.30 p.m. on 15 September 2020 in respect
of ordinary transfers; and

b. Securities bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of
the Bursa Malaysia Securities Berhad.

By Order of the Board

Tan Shien Yin


(MAICSA No. 7018545)
(SSM PC No. 202008002719)
Secretary

Kuala Lumpur
30 June 2020

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 3


NOTICE OF ANNUAL GENERAL MEETING

Important Notes

The Broadcast Venue is strictly for the purpose of complying with Section 327(2) of the Companies Act, 2016 which requires
the Chairperson of the meeting to be present at the main venue of the meeting. No shareholders from the public should be
physically present at nor admitted to the Broadcast Venue on the day of the 50th AGM.

Notes on Proxy Form

1. A member entitled to attend and vote at this Annual General Meeting via Remote Participation Voting (“RPV”) is entitled to
appoint one or more proxies (but not more than two) to participate and vote instead of him. A proxy may but need not be a
member of the Company. Where a member appoints more than one proxy, he shall specify the proportion of his holding to be
represented by each proxy, failing which the appointment shall be invalid.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised
in writing or, if the appointor is a corporation, either under the corporation’s common seal or under the hand of an officer
or attorney duly authorised. The instrument appointing a proxy shall be deemed to confer authority to demand or join in
demanding a poll.

3. The appointment of a proxy may be made in a hard copy form or by electronic means in the following manner and must be
received by the Company’s Poll Administrator not less than forty-eight (48) hours before the time appointed for holding the
meeting or any adjournment thereof :

(i) In hard copy form

The proxy form must be deposited with Poll Administrator of the Company at Tricor Investor & Issuing House Services
Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi,
59200 Kuala Lumpur, Malaysia or alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium,
Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.

(ii) By electronic form

The proxy form can be lodged electronically with the Poll Administrator of the Company via TIIH Online at
https://tiih.online (applicable to individual shareholders only). Kindly refer to the Administrative Guide on the procedures
for electronic lodgement of proxy form via TIIH Online.

4. Where a member of the Company is an authorised nominee as defined under the Central Depositories Act, it shall be entitled
to appoint not more than two (2) proxies in respect of each securities account it holds with ordinary shares of the Company
standing to the credit of the said securities account.

Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple
beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt
authorised nominee may appoint in respect of each omnibus account it holds.

Where an authorised nominee or an exempt authorised nominee appoints more than one proxy, the proportion of shareholdings
to be represented by each proxy must be specified in the instrument appointing the proxies.

5. Depositors whose names appear in the Record of Depositors on a date not less than three (3) market days before the Annual
General Meeting shall be regarded as Member of the Company entitled to participate and vote at the Annual General Meeting
via RPV or appoint a proxy to participate and vote on his behalf.

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NOTICE OF ANNUAL GENERAL MEETING

Explanatory Notes :

Audited Financial Statements


This Agenda item is meant for discussion only as under the provisions of Sections 248(2) and 340(1)(a) of the Companies Act,
2016, the audited financial statements do not require shareholders’ approval. Hence, this item of Agenda will not be put forward for
voting by shareholders of the Company.

Ordinary Resolution 2
The proposed Ordinary Resolution is to facilitate the payment of Directors’ fees after each month of completed service of the Non-
Executive Directors for the period commencing from 1 July 2020 until the next Annual General Meeting (“AGM”) of the Company,
assuming that all the Non-Executive Directors will hold office until the next AGM. In the event that the Directors’ fees proposed
is insufficient (e.g. due to enlarged board size), approval will be sought at the next AGM for additional fees to meet the shortfall.

Special Business
Ordinary Resolution 5

In line with the Malaysian Code on Corporate Governance, the Nomination Committee has assessed the independence of Tuan
Haji Azizzuddin Bin Hussein who would have served as Independent Non-Executive Directors of the Company for a cumulative
term of nine years by 9 September 2020, and upon its assessment, the Board of Directors has, having considered the Nomination
Committee’s assessment, recommended for Tuan Haji Azizzuddin to continue to act as Independent Non-Executive Director. The
justifications of the Board of Directors for recommending and supporting the proposed resolution for Tuan Haji Azizzuddin to be
retained as Independent Director of the Company is set out on page 25 under the Corporate Governance Overview Statement in
this Annual Report.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 5


Administrative Guide For The Fiftieth Annual General Meeting
(“50TH AGM”) Of Marco Holdings Berhad

Date : Thursday, 10 September 2020

Time : 10.30 a.m.

Broadcast Venue : 29th Floor, Menara JKG, No. 282, Jalan Raja Laut,
50350 Kuala Lumpur, Malaysia

MODE OF MEETING

In view of the COVID-19 pandemic, the 50th AGM of the shareholders of the Company will be conducted fully virtual
through live streaming and online remote voting via the Remote Participation and Voting Facilities (“RPV”).

The Broadcast Venue is strictly for the purpose of complying with Section 327(2) of the Companies Act, 2016 which
requires the Chairperson of the meeting to be present at the main venue of the meeting. No shareholders/proxies
from the public should be physically present at nor be admitted to the Broadcast Venue on the day of the 50th AGM.

REMOTE PARTICIPATION AND VOTING FACILITIES (“RPV”)

Shareholders are to participate, communicate by posing questions to the Board via real time submission of typed
texts and vote remotely at the 50th AGM using the RPV provided by Tricor Investor & Issuing House Services Sdn.
Bhd. (“Tricor”) via its TIIH Online website at https://tiih.online.

Shareholders who appoint proxies to participate via RPV in the 50th AGM must ensure that the duly executed proxy
forms are deposited either in a hard copy form or by electronic means to Tricor no later than Tuesday, 8 September
2020 at 10.30 a.m.

Authorised representatives of corporate members must deposit their original certificate of appointment of authorised
representative to Tricor not later than Tuesday, 8 September 2020 at 10.30 a.m. to participate via RPV in the 50th
AGM.

Attorneys appointed by power of attorney are to deposit their power of attorney with Tricor not later than Tuesday,
8 September 2020 at 10.30 a.m. to participate via RPV in the 50th AGM.

A shareholder who has appointed a proxy or attorney or authorised representative to participate at the 50th AGM
via RPV must request his/her proxy to register himself/herself for RPV at TIIH Online website at https://tiih.online.

As the 50th AGM is a fully virtual AGM, members who are unable to participate in the 50th AGM may appoint the
Chairperson of the meeting as his/her proxy and indicate the voting instructions in the proxy form.

6 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


Administrative Guide For The Fiftieth Annual General Meeting
(“50TH AGM”) Of Marco Holdings Berhad

PROCEDURES FOR RPV FACILITIES

Shareholders/proxies/authorised representatives/attorneys who wish to participate in the 50th AGM remotely using
the RPV are to follow the requirements and procedures as summarised below:

Procedure Action
BEFORE THE 50TH AGM
1. Register as a user with TIIH • Using your computer/smart phone, access the website at https://tiih.online.
Online Register as a user under the “e-Services”. Refer to the tutorial guide
posted on the homepage for assistance.
• If you are already a user with TIIH Online, you are not required to register
again. You will receive an e-mail to notify you that the remote participation
is available for registration at TIIH Online.
2. Submit your Request • Registration is open from Tuesday, 30 June 2020 up to 10.30 a.m.
Tuesday, 8 September 2020.
• Login with your user ID and password and select the corporate event:
“(REGISTRATION) MARCO 50TH AGM”.
• Read and agree to the Terms & Conditions and confirm the Declaration.
• Select “Register for Remote Participation and Voting”.
• Review your registration and proceed to register.
• System will send an e-mail to notify that your registration for remote
participation is received and will be verified.
• After verification of your registration against the General Meeting Record
of Depositors as at 4 September 2020, the system will send you an
e-mail to approve or reject your registration for remote participation.
ON THE 50th AGM DAY
3. Login to TIIH Online • Login with your user ID and password for remote participation at
the 50th AGM at any time from 10.00 a.m. i.e. 30 minutes before the
commencement of the 50th AGM on Thursday, 10 September 2020 at
10.30 a.m.
4. Participate through Live • Select the corporate event: “(LIVE STREAMING MEETING) MARCO
Streaming 50TH AGM” to engage in the proceedings of the 50th AGM remotely.
• If you have any question for the Chairperson/Board, you may use the
query box to transmit your question. The Chairperson/Board will endeavor
to respond to relevant questions submitted by remote participants during
the 50th AGM.
5. Online Remote Voting • Select the corporate event: “(REMOTE VOTING) MARCO 50TH AGM”.
• Read and agree to the Terms & Conditions and confirm the Declaration.
• Voting session commences from 10.30 a.m. on Thursday, 10 September
2020 until a time when the Chairperson announces the completion of the
voting session of the 50th AGM.
• Select the CDS account that represents your shareholdings.
• Indicate your votes for the resolutions that are tabled for voting.
• Confirm and submit your votes.
6. End of remote participation • Upon the announcement by the Chairperson on the closure of the 50th
AGM, the live streaming will end.

Notes to users of the RPV:

1. Should your application to join the meeting be approved, we will make available to you the rights to join the
live streamed meeting and to vote remotely. Your login to TIIH Online on the day of meeting will indicate your
presence at the virtual meeting.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 7


Administrative Guide For The Fiftieth Annual General Meeting
(“50TH AGM”) Of Marco Holdings Berhad

2. The quality of your connection to the live broadcast is dependent on the bandwidth and stability of the internet
at your location and the device you use.

3. In the event you encounter any issues with logging-in, connection to the live streamed meeting or online
voting, kindly call Tricor Help Line at 011-40805616/011-40803168/011-40803169/011-40803170 or e-mail to
tiih.online@my.tricorglobal.com for assistance.

ELECTRONIC LODGEMENT OF PROXY FORM

The procedures to lodge your proxy form electronically via Tricor’s TIIH Online website are summarised below:-

Procedure Action
1. Register as a User with TIIH • Using your computer/smart phone, access the website at https://tiih.online.
Online Register as a user under the “e-Services”. Please do refer to the tutorial
guide posted on the homepage for assistance.
• If you are already a user with TIIH Online, you are not required to register
again.
2. Proceed with submission of • After the release of the Notice of Meeting by the Company, login with
Proxy Form your user name (i.e. email address) and password.
• Select the corporate event: “SUBMISSION OF PROXY FORM”.
• Read and agree to the Terms & Conditions and confirm the Declaration.
• Insert your CDS account number and indicate the number of shares for
your proxy(s) to vote on your behalf.
• Appoint your proxy(s) and insert the required details of your proxy(s) or
appoint Chairperson as your proxy.
• Indicate your voting instructions – FOR or AGAINST, otherwise your
proxy will decide your vote.
• Review and confirm your proxy(s) appointment.
• Print proxy form for your record.

NO REFRESHMENT VOUCHER/ DOOR GIFT

There will be no distribution of refreshment voucher or door gift at the 50th AGM.

The Board of Directors of Marco Holdings Berhad would like to thank all its shareholders for their co-operation and
understanding in these challenging times.

ENQUIRY

If you have any enquiries on the above, please contact the following persons during office hours on Mondays to
Fridays from 9.00 a.m. to 5.30 p.m. (except on public holidays):

Tricor Investor & Issuing House Services Sdn. Bhd.


General Line : +603-2783 9299
Fax Number : +603-2783 9222
Email : is.enquiry@my.tricorglobal.com
Contact persons : En Zulhafri Bin Abdul Rahman
Phone : +603-2783 9289
Email : Zulhafri@my.tricorglobal.com
En Ahmad Syafiq
Phone : +603-2783 9248
Email : Ahmad.Syafiq@my.tricorglobal.com

8 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


GROUP STRUCTURE

MARCO MARCO
CORPORATION WORLDWIDE
(M) SDN BHD SDN BHD
(197201001750) (13431-H) (199701037059) (452559-P)

100% 100%

MARCO
HERITAGE SURPASS
SDN BHD
(M) SDN BHD (198101008789) (74906-P)
(199301025292) (280030-V)

100% 100%

MARCO AZAMARA
HOLDINGS SDN BHD
BERHAD
(199401027369) (313051-H)

100%
(196901000631) (8985-P)

GOLDEN
GRANDEUR
SDN BHD
(199301008273) (263010-M)

100%

TIME TG FRANCHISE
GALERIE MANAGEMENT
(M) SDN BHD SDN BHD
(198601008069) (157260-W) (200101031542) (567301-W)

40.39% 100%

ROYALE
TIME
(M) SDN BHD
(200001010767) (513373-D)

100%

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 9


GROUP FINANCIAL HIGHLIGHTS
For the financial year ended 31 December 2019

2019 2018 2017 2016 2015


RM’000 RM’000 RM’000 RM’000 RM’000
Revenue 149,754 151,340 154,686 180,536 167,563
Profit Before Tax 20,107 18,499 18,340 23,520 26,296

Profit After Tax and non-controlling Interest


Attributable to Shareholders 15,505 13,791 13,750 17,316 19,862

Dividends/Proposed Dividends 3,163 3,163 5,272 5,272 7,380


Shareholders’ Fund 202,988 190,646 181,631 173,406 163,446

Earnings per Share Based on Profit After


Tax and non-controlling Interest 1.47 sen 1.30 sen 1.30 sen 1.64 sen 1.88 sen

Net Assets Per Share 19.25 sen 18.08 sen 17.23 sen 16.45 sen 15.50 sen
Dividend Rate 0.3 sen 0.3 sen 0.5 sen 0.5 sen 0.7 sen

REVENUE PROFIT BEFORE TAX SHAREHOLDERS’ FUND


RM’000 RM’000 RM’000

400•

200• 200•
202,988

190,646

180• 180•
181,631
180,536

173,406

160• 30• 160•


167,563

163,446
154,686
151,340

140• 140•
149,754

26,296

25•
23,520

120• 120•
20•
20,107

100• 100•
18,499

18,340

80• 15• 80•

60• 60•
10•
40• 40•
5•
20• 20•

0• 0• 0•
2019 2018 2017 2016 2015 2019 2018 2017 2016 2015 2019 2018 2017 2016 2015

10 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


CORPORATE INFORMATION

BOARD OF DIRECTORS

Tan Sri Dato’ Tan Hua Choon (Chairman, Non-Independent Non-Executive Director)
Siau Hock Cheng (Executive Deputy Chairman)
Dato’ Wong Hok Yim (Executive Director)
Ong Sim Jeng (Executive Director)
Siew Cheau Sheang (Executive Director - Finance)
Woo Hin Weng (Non-Independent Non-Executive Director)
Haji Azizzuddin Bin Haji Hussein (Independent Non-Executive Director)
Aminuddin Yusof Lana (Independent Non-Executive Director)
Minhat Bin Mion (Independent Non-Executive Director)

Haji Azizzuddin Bin Haji Hussein (Chairman)


AUDIT COMMITTEE Woo Hin Weng (MIA member)
Minhat Bin Mion
Tan Sri Dato’ Tan Hua Choon
NOMINATION COMMITTEE Haji Azizzuddin Bin Haji Hussein
Minhat Bin Mion
Tan Sri Dato’ Tan Hua Choon
REMUNERATION COMMITTEE
Haji Azizzuddin Bin Haji Hussein
SENIOR INDEPENDENT Minhat Bin Mion
NON-EXECUTIVE DIRECTOR Fax : (03) 2775 8189
COMPANY SECRETARY Tan Shien Yin

29th Floor, Menara JKG


No. 282, Jalan Raja Laut
REGISTERED OFFICE 50350 Kuala Lumpur
Tel: (03) 2775 8199
Fax: (03) 2775 8189

HSBC Bank Malaysia Berhad


PRINCIPAL BANKERS
Malayan Banking Berhad

Bina Management (M) Sdn Bhd


Lot 10, The Highway Centre
Jalan 51/205, 46050 Petaling Jaya
REGISTRARS
Selangor Darul Ehsan
Tel : (03) 7784 3922
Fax : (03) 7784 1988

Messrs PCCO PLT


AUDITORS (LLP0000506-LCA) (AF : 1056)
(Chartered Accountants)
Bursa Malaysia Securities Berhad
Main Market
STOCK EXCHANGE LISTING
Stock Name : MARCO
Stock Code : 3514

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 11


PROFILE OF BOARD OF DIRECTORS

Tan Sri Dato’ Tan Hua Choon


Chairman, Non-Independent Non-Executive Director
Male, Aged 79, Malaysian

Tan Sri Dato’ Tan was appointed as Chairman and Director of the Company on 20 December 2001. On 20 March
2002, he was appointed to the Nomination Committee and Remuneration Committee of the Company. Tan Sri Dato’
Tan is a self-made businessman with vast experience in businesses and industries. He has been involved in a wide
range of businesses which include manufacturing, marketing, banking, shipping, property development and trading.
He has also built-up investments in numerous public listed companies and is currently the Chairman of the Boards of
JKG Land Berhad, FCW Holdings Berhad, Jasa Kita Berhad and GPA Holdings Berhad.

Siau Hock Cheng


Executive Deputy Chairman
Male, Aged 62, Malaysian

Mr Siau was appointed as Executive Director of the Group on 20 December 2001. He was redesignated as Deputy
Chairman on 1 August 2014. Mr Siau holds a Diploma in Marketing, Chartered Institute of Marketing, United Kingdom
obtained in November 1984 and a degree in Business Administration from the National University of Singapore. He
was a Product Executive with Lam Soon (M) Berhad in 1982 and left in 1985 to join Carlsberg Brewery (M) Berhad
as the Product Manager. From 1991 to 1994, he was attached with the East Asiatic Co (M) Berhad where he was the
General Manager for the non-food consumer product division. He has extensive experience in the field of marketing
and is responsible for the overall operations of the Group. He is also a Director of Marco Corporation (M) Sdn Bhd
since 1996 and Director of several private limited companies.

Dato’ Wong Hok Yim


Executive Director
Male, Aged 54, Permanent Resident

Dato’ Wong was appointed to the Board of the Company on 20 December 2001 and subsequently became an
Executive Director of the Company on 1 February 2002. Dato’ Wong graduated from DeMonfort University, Leicester,
United Kingdom with a Bachelor of Science combined studies degree majoring in Accounting and minoring in Law.
Subsequently, he obtained Master in Business Administration in Finance from University of Hull, United Kingdom. He
also sits on the Boards of Computer Forms (Malaysia) Berhad and several private limited companies.

Ong Sim Jeng


Executive Director
Male, Aged 44, Malaysian
Mr Ong was appointed to the Board of the Company on 1 August 2014. He holds a Bachelor Degree in Corporate
Administration & Management from Curtin University of Technology, Western Australia.

Mr Ong was a Marketing Executive of PDI, subsidiary brand of Padini Holding Bhd from October 1999 to June 2001.
He left PDI and joined AV Business System Sdn Bhd, the distributor and dealers of projectors, as Sales Manager until
June 2004. From July 2004 to February 2006, he was attached with IJO Communication Sdn Bhd, an advertising
agency, as Business Development Manager. Prior to his appointment to the Company, Mr Ong was the General
Manager of Questeam Sdn Bhd, the sole distributor of THEFACESHOP Korean brand products in Malaysia.

12 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


PROFILE OF BOARD OF DIRECTORS

Siew Cheau Sheang


Executive Director-Finance
Female, Aged 50, Malaysian
Ms Siew was appointed to the Board of the Company on 27 January 2014. She is a Chartered Accountant, a member
of the Malaysia Institute of Accountants, member of the Chartered Institute of Management Accountants and a member
of the Chartered Global Management Accountants. She holds a master’s degree in Business Administration from
University of Bath, United Kingdom. She joined Marco Corporation (M) Sdn Bhd, a wholly-owned subsidiary company
of Marco Holdings Berhad as the Finance and Administration Manager in 2002. Prior to joining Marco Corporation (M)
Sdn Bhd, she had many years of experience in the accounting and finance fields from various industries. She is also
a Director of Marco Corporation (M) Sdn. Bhd.

Woo Hin Weng


Non-Independent Non-Executive Director
Male, Aged 62, Malaysian

Mr Woo was appointed to the Board and Audit Committee of the Company on 20 December 2001. He resigned as
a member of the Board’s Remuneration Committee on 1 March 2020. He is a member of the Malaysian Institute
of Accountants and a Fellow member of the Chartered Association of Certified Accountants. He joined Jasa Kita
Engineering Sdn Bhd, a wholly-owned subsidiary company of Jasa Kita Berhad, as the Financial Controller in 1990.
Prior to joining Jasa Kita Berhad, he has held senior positions in accounting and finance. He is also a Director of Jasa
Kita Berhad.

Haji Azizzuddin Bin Haji Hussein


Independent Non-Executive Director
Male, Aged 62, Malaysian

Haji Azizzuddin was appointed to the Board and Chairman of the Audit Committee as well as member of Nomination
Committee on 9 September 2011. On 1 March 2020, Haji Azizzuddin was appointed as a member of the Remuneration
Committee. He obtained a Higher National Diploma in Business Studies, majoring in Finance and Accounting from
Stockport College of Technology (Manchester), United Kingdom in 1979 and did his practical training in London where
he was attached to a Chartered Accountants firm from 1980 to 1982. Upon his return to Malaysia, he ventured into
private business. From 1992 to 1997, he was a management consultant and at end 1997, he joined Myriad MISM
(M) Sdn. Bhd., a software development and management information system consultancy company, as its Finance &
Administration Director and left in 2001. He was a director of A&M Realty Berhad, a property development company
from 1994 to 1995. He was a State Assemblyman for the constituency of Mengkebang, Kelantan representing Barisan
Nasional from 2004 to 2008. Between 2000 to 2014, Haji Azizzuddin was a Board member of GPA Holdings Berhad,
Jasa Kita Berhad, Keladi Maju Berhad (now known as JKG Land Berhad) and Malaysia Aica Berhad (now known as
Sunsuria Berhad). Currently, he also sits on the Board of FCW Holdings Berhad.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 13


PROFILE OF BOARD OF DIRECTORS

Aminuddin Yusof Lana


Independent Non-Executive Director
Male, Aged 71, Malaysian
En. Aminuddin was appointed to the Board of the Company on 1 November 2014. He holds a Bachelor of Commerce
and Administration Degree from Victoria University of Wellington, New Zealand. He is a Chartered Accountant of
the New Zealand Society of Accountants and an Associate member of the Institute of Chartered Secretaries and
Administrators of London and Wales.

He had previously served as Director and later Group Managing Director of Renong Berhad from 1990 to 1994 and as
Director and Group Managing Director of Faber Group Berhad from 1990 to 1994. He was the Managing Director of
Metacorp Berhad from 1995 to 1996. He was also the Managing Director of UEM Builders Berhad from 2000 to 2003.

Minhat Bin Mion


Independent Non-Executive Director
Male, Aged 73, Malaysian
En Minhat was appointed to the Board and Audit Committee of the Company on 2 November 2015. He was also
appointed to the Board’s Nomination Committee and nominated as the Senior Independent Non-Executive Director of
the Company on the same date. En Minhat holds a Bachelor of Arts (Honours) degree from Universiti Malaya in 1972
and a post-graduate Diploma in Management Science from Institut Tadbiran Awam Negara (INTAN) in 1975.

En Minhat had served in the Malaysian civil service from 1972 to 1991 in the administrative and diplomatic services.
During his tenure as a civil servant, he served at the Kuala Lipis Land Office, Ministry of Defence, INTAN, Public
Service Department, Ministry of Works, and Ministry of Health. His last position was as Under Secretary in the Prime
Minister’s Department. Since 1992, he had conducted his own business concentrating on the travel, tourism and
construction industries. He also sits on the Boards of Jasa Kita Berhad and JKG Land Berhad.

FURTHER INFORMATION ON THE BOARD OF DIRECTORS

• Family Relationship
None of the Directors have any family relationship with other Directors and/or major shareholders of the Company
except for Tan Sri Dato’ Tan Hua Choon, a Director and major shareholder, who is the father-in–law of Dato’
Wong Hok Yim, a Director of the Company.

• Conflict of Interest
None of the Directors have any conflict of interest with the Company.

• Conviction of Offences
None of the Directors have been convicted of any offence within the past 5 years, (other than traffic offences,
if any), or have been imposed with any public sanction or penalty by the relevant regulatory bodies during the
financial year.

14 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


MANAGEMENT DISCUSSION AND ANALYSIS

Marco Holdings Berhad (“Company” or “Group”) is a holding company with subsidiaries engaged in wholesale and
distribution business activities for Casio as well as other brand of products. Our company operates principally in
Malaysia.

Performance Overview

Global economy experienced a slower growth in both advance and emerging economies in 2019, largely resulted from
the rising trade tensions and prolonged country-specific weaknesses in the major economies. This global downturn
has put pressure on Malaysia’s economy. Malaysia’s economic growth eased in the third quarter to its slowest pace
in the year amid declining exports and weaker factory outputs. Private consumption growth was slower as evidenced
by the weak 4Q19 GDP growth of only 3.6% which is the lowest in 41 quarters since 3Q09; this has weighed on the
economy as private consumption alone accounts for more than 50% of the economy.

Despite the volatile environment, our Group delivered consistent profitability. We achieved this in the context of a
competitive retail environment by launching new products quickly and embraced the opportunities offered by the digital
technology across our marketing activities through social media and e-commerce platforms, as digital and online
shopping processes are fundamentally changing the retail industry. Our growth was also supported by disciplined
execution of innovative processes. During the year, we further enhanced the turn-around time for our after sales
service operation to provide shorter repair cycle by utilising RFID solutions at our Service Department.

Financial Review

The consolidated pre-tax profit for the year was RM20.1 million, an increase of RM1.6 million or 9% compared to
2018. The increase in pre-tax profit was mainly attributed to the share of an associated company’s profit following the
acquisition of a 40.39% equity in Time Galerie (M) Sdn Bhd for a total cash consideration of RM26.7 million at the end
of 2018. During the year, our consolidated revenue decreased by RM1.5 million or 1% to RM149.8 million compared
to RM151.3 million in 2018. The main reason for the reduction was due to the declining consumer spending.

Our Group’s businesses continue to operate in a highly competitive business environment. While gross margin rates
increased slightly over 2018, total expenses has increased RM0.7 million or 3% compared to 2018. In line with our
growth over the years, our Group has relocated our office to a new premise in May 2019 and due to the adoption of
MFRS 16, recognition of depreciation and lease rental interest on the right-of-use assets has resulted in the increase
of expenses, along with staff cost increase.

We continue to maintain a healthy financial position supported by healthy balance sheet. As at 31 December 2019,
consolidated shareholders’ equity was RM203.0 million, an increase of RM12.3 million from RM190.6 million a year
ago. The increased in shareholders’ equity was mainly due to the increase in retained profits for the year. There was
no significant gearing in 2019. At 31 December 2019, our Group’s held cash and cash equivalents of RM88.4 million
put us in a strong financial position.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 15


MANAGEMENT DISCUSSION AND ANALYSIS

Proposed Dividend

Based on these results, the Board of Directors has proposed a first and final dividend per ordinary share of 0.30sen,
to be approved by shareholders at our forthcoming Annual General Meeting.

4%
18%

78%

Time piece Calculator Digital Musical Keyboard

Timepiece Division

Timepiece’s revenue represented approximately 78% of our Group’s revenue, decreased 2% from 2018. Despite the
drop in revenue, profit was up by 2% as a result of better margin from certain product range. During the year, our
Group launched the G-shock new series Carbon Core Guard through roadshows in Mid Valley where we received
encouraging outcome. Other notable activities in the year included the collaboration in Malaysia local action movie,
Wira, as the official watch. Nationwide consumer promotion was executed in conjunction with this collaboration.
Various other promotion activities were also held to highlight the latest range of G Shock and Baby G watches, such
as MTG, G-Steel and Master of G series. Our Group also promoted our e-Commerce business aggressively through
digital marketing to ride on the fast changing consumer preferences and expectations.

Calculator Division

Our calculator business continues to perform well. Revenue from this division increased by 2% compared to 2018
and represented around 18% of our Group’s revenue. In line with the increased in revenue, profit for this division
also increased by 2%. One of the contribution to the volume increases was the continuous collaboration with states
based education departments on Class Wiz product workshops throughout peninsular Malaysia and East Malaysia
for school teachers. Others included the launching of latest business series calculators from Casio. Improvement in
sales was also driven by the continuous effort of tapping into the lifestyle segment of consumers via the re-launched
of colorful calculators through road shows and social media campaigns. During the year, we also carried out various
trade campaigns that focus on sales as well as rewarding our dealers with dealers’ overseas incentive trip.

16 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


MANAGEMENT DISCUSSION AND ANALYSIS

Digital Musical Instrument Division

Revenue for digital musical instruments increased 2% compared to 2018 and this division contributed around 4% of
the Group’s total revenue. Margin from this division increased almost double of 2018 due to better product pricing.
Following the launched of CT-X in 2018, our Group released the new PX-S1000/S3000 models in our Privia series.
The new models features a slim and stylish design, the slim profile makes them the slimmest electronic keyboard in
the world. These latest Casio models are well received by consumers as their portability enable users to play them
in a variety of living environments without taking up a lot of space. During the year, we also held Malaysia’s first
Casio Music Teacher Conference to develop the network of teacher relationships and offer opportunities for future
collaboration.

Risk Management

Risks form part and parcel of a business environment and our Group adopts an enterprise wide risk management
approach, with all the active businesses’ risks of the Group addressed by the management through policies and
monthly review meetings. The management reviews the systems and processes as well as the key responsibilities
and assesses for reasonable assurance that the principal risks have been, identified and managed. There is ongoing
communication among the management team to discuss strategic and operational risks and to formulate and
implement proper action plans to mitigate the risks identified in order to achieve a proper balance between risk
incurred and potential returns to shareholders.

Outlook

The prospect of the global economy looked grim with the outbreak of the novel coronavirus (“Covid-19”) globally.
Malaysia is not spared by this Covid-19 pandemic and in light of this, the government has taken precautionary
measures to contain the spread of this virus by implementing the Movement Control Order (“MCO”) which basically
close down all the retailing of non-essential goods. Due to this move, Malaysia’s private consumption growth will be
affected given that economy is projected to shrink between 2.0% to 4.0% and household incomes are projected to fall
by more than 10%, which could lead to a significant drop in consumer spending following the pandemic. Sentiment
remains fragile despite a plethora of stimulus being announced by governments and central banks in recent weeks.
Our Group, being in the retail industry, expects the operating environment to be adversely affected in view that the retail
and consumer sectors will be one of the hardest hit by the Covid-19 pandemic. At this juncture, business operation
is uncertain as duration of this global pandemic cannot be determined. In addition, foreign exchange volatility and
regulatory changes could also impact our cost of doing business. Going forward, this pandemic could reshape the
way our Group operates, we would strategize towards changing supply arrangement and consumers’ consumption
patterns post-pandemic, as well as manage any unfortunate shut down of business from our retailers. We will also be
B2B ready to give us the digital edge to link dynamically with our local customers to compete more effectively in the
marketplace.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 17


SUSTAINABILITY STATEMENT

This Sustainability Statement was prepared in accordance with the guidelines set out in the Main Market Listing
Requirements relating to Sustainability Statement in Annual Report of Listed Issuers (“Guidelines”) issued by Bursa
Malaysia Securities Berhad and covers the Company’s business operations in Malaysia for the financial year ended
31 December 2019.

For close to 50 years, our Group has consistently delivered sustainable results by offering affordable and quality
products and services. It has required discipline and decisive actions to build sustainable value for the long term
to achieve better returns for shareholders. As our Group is involved in mostly electronic products and services, we
are doing our part towards environment sustainability while achieving our top line. One of the initiatives towards
environment sustainability during the year was educating our customers on proper disposal of e-waste. E-waste
is a broken, non-working, old or obsolete electric electronics, in our context they include batteries, calculators,
cables, adaptors, watches and electronic musical instruments. E-waste is becoming a global issue because of the
tremendous growth of demands on electrical and electronic equipment. Disposal of e-waste sometimes cause health
and environmental hazard if they are not properly handled as they are filled with veritable toxic materials. Towards this
end, we are practicing proper disposal of e-waste in our organization especially in our service department, we also
encourage our valued customers to leave the unwanted e-waste with us so that we can gather and dispose through
proper e-waste channels.

Focus Areas Environmental Social Governance


Strategic Goals Investment in network To support the community Stakeholder engagement
and systems through development
latest technologies and
innovative programmes to
be more resource efficient
and environmentally
resilient
Material Matters and • Economic, societal and • Customers • Regulatory bodies
Stakeholders ecological systems as a • Employees • Investment community
whole • Business Partners
• Society
Principal Risks Wastage of resources Customer Satisfaction; brand Non-compliance;
that leads to more serious value/reputation; employees incomplete information
climate change retention
Activities and Output • Drive cost savings • Regular customer survey to • Compliance with
and lower wastage enhance customer satisfaction regulatory requirements
by initiating digital • Employee training and • Engage with the
document management development investment community
system for the Group • Employee engagement to on important and
as a whole and radio enhance cross-functional informative corporate
frequency identification alignment in execution of action plans through
in service division in Company’s strategies and investor relation tab on
2019. plans Company’s website at
• Educate our customers • Annual trip and various staffs www.marco-groups.com
and general public on activities to promote teamwork
proper e-waste disposal • Technical training to teachers
using the latest Casio scientific
calculator Class Wiz FX-
570EX.
• Provide e-waste disposal
information and channel for our
customers and general public.

18 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


CORPORATE GOVERNANCE OVERVIEW STATEMENT

The Board of Directors of Marco Holdings Berhad recognize that practising good corporate governance is essential
and fundamental to the smooth, effective and transparent operations of the Group to increase investors confidence
as well as to protect shareholders’ interest while taking into consideration protecting the interest of other stakeholders.
In this respect, the Board will continuously evaluate the Group’s corporate governance practices and procedures,
and where appropriate will adopt and implement the best practices of the Malaysian Code on Corporate Governance
(“MCCG”) to enhance the business prosperity and maximize long term shareholders’ value.

The Board is pleased to present the following Corporate Governance Overview Statement (“CG Statement”) that
describes the extent of how the Group has applied the principles which are set out in the MCCG throughout the
financial year under review. This CG Statement should be read together with the Corporate Governance Report 2019
of the Company which is available on the Company’s corporate website at www.marco-groups.com.

PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS

I) Board Responsibilities
Marco Holdings Berhad continues to be led and managed by an experienced and competent Board which
collectively, has wide and varied background in the fields of management, marketing, commercial, finance and
accounting. Together, they form an effective team with broad range of skills, experience and knowledge to direct
and manage the Group’s business activities.

There is clear division of responsibility between the Board of Directors and the Management. The Board has
established clear roles and responsibilities in discharging its fiduciary and leadership functions.

The Board plays the role of overseeing the Company’s overall activities over which it has full and effective controls
and has developed corporate objectives control, including among others, the determining of the Company’s
overall strategic direction. The Management is accountable for the execution of the expressed policies and
attainment of the Group’s expressed corporate objectives in accordance with the direction of and delegation by
the Board, as well as the running of the Group’s day-to-day business operations in accordance with the direction
and delegation of the Board. The Executive Directors and the Management, review and evaluate the strategic
plans and performance, sales revenue, customers’ feedback in light of changing consumers’ sentiment and
evolving economic factors. Management meetings are held regularly and attended by the Executive Directors,
general managers and section managers.

The principal functions and responsibilities of the Board include the following:-

(a) Reviewing and adopting a strategic business plan for the Company

The Board reviews the strategy, business plans and significant policies and ensure that the Group’s goals
are established, and to monitor implementation and performance of the business plans, regularly monitors
its progress throughout the year to ensure the inclusion of strategies on economic, environmental and
social considerations underpinning sustainability and the support of long term value creation.

The Board supervises and assesses management performance to determine whether the business is being
properly managed. To ensure successful realization of the business plans, the Board engages with the
Management in monitoring the progress of initiatives from time to time and, where required, identifies
alternative measures to be taken.

The Board also reviews the business challenges faced by the Group and approves the strategic plan proposed
by the Management. In reviewing such plan, the Board constructively challenges the Management’s views/
assumptions in ensuring the best decisions are made after having considered all relevant aspects. Relevant
Board decisions are communicated to Senior Management for implementation within a reasonable time
frame.

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CORPORATE GOVERNANCE OVERVIEW STATEMENT

(b) Oversee the conduct of the Group’s businesses

The Board guides the performance of the Group’s business year-to-year to evaluate whether the businesses
are being properly managed. The financial results, including comparison of the actual financial performance
of key business units against budget, are presented by the Management to the Board for review and any
unfavourable budget variances are deliberated and addressed for the enhancement of the performance
of the Group in meeting the Group’s business plans and corporate objectives. The Board ensures that
the Group’s financial statements are true and fair as well as, in compliance with the applicable approved
accounting standards and statutory requirements.

(c) Identify principal risks and ensuring the implementation of appropriate internal controls and mitigation
measures

The Board reviews the system and processes as well as the key responsibilities and assesses for reasonable
assurance that the principal risks have been managed. The Board ensures that there is an appropriate
risk management framework to identify, analyse, evaluate, manage and monitor significant financial and
non-financial risks. The Board Members and the Management maintain constant communication among
themselves to discuss strategic and operational risks and to formulate and implement proper action plans
to mitigate the risks identified in order to achieve a proper balance between risks incurred and potential
returns to shareholders.

Further details of the Group’s system of internal controls are set out in the Statement on Risk Management
and Internal Control in pages 34 to 36 of this Annual Report.

(d) Succession Plan

The Board through the Nomination Committee assesses the performance of the individual directors (including
the Executive Directors) annually to ensure all the directors possess essential skills and knowledge to
discharge their responsibilities as directors of the Group.

The Board is committed to ensure that senior management has the necessary skills and experience,
and that there are measures in place to provide for the orderly succession of board members and senior
management.

The Group has in place informal practices of succession planning whereby competent and suitably qualified
second-in-line staffs are identified by the Executive Directors for the key functions within the Group. The
development of the second-in-line staffs is managed through on-the-job training and guidance as well as
external trainings to close any competency gap required.

(e) Overseeing the development and implementation of a shareholder communications policy

The Board recognises the importance of corporate accountability to the shareholders and other stakeholders
and is committed to ensure that they are kept informed in a timely and readily accessible manner of all
material information concerning the Group. The Company’s website is the primary medium in providing
information to all shareholders and stakeholders. The Company also makes use of other communication
channels like electronic facilities provided by Bursa Malaysia Securities Berhad (“Bursa Securities”), press
releases and Annual General Meeting (“AGM”)/Extraordinary General Meeting (“EGM”) to disseminate
material information concerning the Group.

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CORPORATE GOVERNANCE OVERVIEW STATEMENT

(f) Reviewing the adequacy and the integrity of the management information and internal control systems of
the Group

The Board acknowledges its overall responsibilities for maintaining a sound framework of reporting on
internal controls and regulatory compliance. The Board through its Audit Committee reviews the adequacy
and the integrity of the Group’s internal control systems for compliance with the applicable laws, regulations,
rules, directive and guidelines and ensures that there is a satisfactory reporting framework on internal
financial controls and regulatory compliance. Details on the risk management framework are set out in the
Statement on Risk Management and Internal Control on pages 34 to 36 of this Annual Report.

(g) Promoting good corporate governance culture within the Group which reinforces ethical, prudent and
professional behaviour together with Senior Management.

The Board is committed to foster a healthy corporate governance culture which is founded on the principles
of transparency, integrity and accountability within the Group which reinforces ethical, prudent and
professional behavior together with Senior Management.

There is a formal schedule of matters specifically reserved for the Board’s decision including, among others,
setting of authority limits, strategy setting, implementation and supervisory, board processes in meetings,
monitoring of financial performance, risk management and internal control.

Compliance with the Applicable Financial Reporting Standards

The Board takes the responsibility to ensure that the quarterly results and financial statements of the Group
present a balanced, fair and understandable assessment of the Group’s position and prospects.

The Board is assisted by the Audit Committee to oversee the Group’s financial reporting process for quarterly
results and annual financial statements to ensure correctness and adequacy prior to their release to Bursa
Securities via the Bursa LINK.

A statement by Directors of their responsibilities pursuant to Sections 251(2) & (3) of the Companies Act, 2016
is set out in page 42 of this Annual Report.

Separation of the positions of Chairman and Executive Directors

There is clear segregation of roles between the Chairman of the Board and Executive Directors to ensure that
there is a balance of power and authority.

The Chairman is responsible for the achievement of the Group’s strategic vision and also for the leadership and
management of the Board and ensuring the Board and Board Committees function effectively. He oversees and
evaluates the conduct and performance of the Group and undertakes to ensure efficient functioning of the Board
and that procedural rules are followed and quality information to facilitate decision-making is delivered to Board
members on a timely basis. The Executive Directors oversee the day-to-day operations within their specific
area of expertise or assigned responsibility as well as the implementation of Board policies and decisions. They
represent the Company at the highest level and are decision makers on matters within their scope. They liaise
frequently with the Chairman and with each other to lead the management to drive the Group forward.

Board Charter

The Board has adopted a Board Charter, which provides guidance to the Board in relation to the Board’s role,
duties, responsibilities and authorities which are in line with the principles of good corporate governance. The
Board Charter acts as a source of reference for the Board members, and the same is accessible by the public
on the Company’s website.

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CORPORATE GOVERNANCE OVERVIEW STATEMENT

Code of Conduct and Ethics

The Board has formalized a Code of Conduct and Ethics for its Directors and employees which sets out
the standard of business conduct and ethical behavior expected of Directors/employees of the Group in the
performance and exercise of their respective duties and responsibilities with the aim of cultivating good ethical
business conducts to promote transparency, integrity, accountability and social responsibility. All Directors and
employees are expected to behave ethically and professionally at all times to protect and promote the reputation
and performance of the Company. The Group communicates the Code of Conduct and Ethics to its Directors
upon their appointment. The Code of Conduct and Ethics is made available on the Company’s website.

Whistle Blowing

The Board is committed to promoting good business conduct and maintaining a healthy corporate culture that
engenders integrity, transparency and fairness. Towards that, the Board has adopted a whistle blowing policy
which serves to provide an avenue for Directors, employees and external parties to raise concerns about any
possible improprieties, unethical or illegal activities within the Group which they may become aware of and to
provide reassurance that they will be protected from reprisals or being victimized for whistle-blowing in good
faith.

Access to information and advice

The Board of Directors has access to all information pertaining to the Group as well as to the advice of the
Company Secretary and independent professional advisers, if necessary, in appropriate circumstances at the
Company’s expense to enable the Board to discharge its duties with adequate knowledge on the matters being
deliberated. It is also kept informed of the requirements and updates issued by the regulatory authorities from
time to time.

Any Director who wishes to seek independent advice must first discuss the request with the Chairman of the
Board who will facilitate in obtaining such advice and, where appropriate, dissemination of the advice to all
Directors. It is expected that any significant issues affecting the Group are communicated to the Board.

Senior Management members or professional advisers appointed by the Company to advise the Company on
its corporate proposals may be invited if necessary to attend the Board meetings and to provide the Board with
explanation and clarifications to facilitate informed decision making.

Prior to each scheduled Board Meeting, all the Directors are provided with the agenda for the meeting together
with the detailed reports 7 days prior to the meeting or any other time agreed with the Board, to enable them
to have sufficient time to peruse the papers and if necessary, obtain further information or clarification from the
Management to assess all aspects of the Group’s performance and make informed decision. Senior Management
members are invited to attend these meetings to explain and clarify matters tabled. Minutes of Board Meetings
are circulated to all the Directors for perusal prior to their confirmation as a correct record of proceedings at the
following Board meeting.

Apart from the Board Meetings, the Board exercises control on matters that require its approval through the
passing of Directors’ Circular Resolutions.

Company Secretary

The Company Secretary is suitably qualified and is a member of professional body. The Company Secretary
plays a supporting role to the Board and regularly updates the Board on relevant new statutory and regulatory
requirements in relation to the Board’s duties and responsibilities. Compliance and governance issues are
regularly brought to the Board’s attention. The Secretary also ensures that adequate records of proceedings of
Board meetings and circular resolutions passed are taken and maintained in the statutory books of the Company.

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CORPORATE GOVERNANCE OVERVIEW STATEMENT

II) Board Composition

The Board currently has 9 members, comprising 4 Executive Directors and 5 Non-Executive Directors, 3 of
whom are Independent Non-Executive Directors.

The Board views that the current composition of the Board and its size constitute an effective Board in terms of
background, qualification, mix of skills and expertise sufficient and optimum for the Board to discharge its duties
and responsibilities efficiently to bring a broader view to the Company’s business activities.

With this Board composition, the Company has fully complied with the Main Market Listing Requirements
(MMLR), with regard to the constitution of the Board of Directors and the required ratio of independent directors,
as well as the requirement for a Director who is a member of the Malaysian Institute of Accountants to sit on the
Audit Committee. The profile of each Board member is set out in pages 12 to 14 of this Annual Report.

The Board places importance on the presence of independent directors who provide independent view and
impartial judgement in the decision making process at Board level and in ensuring that no significant decisions
and policies are made by an individual director. In this respect, the three independent directors of the Company
who are independent from management and free from business relationship with the Group and constitute one-
third of the Board composition, are capable of ensuring a balanced independent judgment on issues requiring
the Board’s deliberation and decision in the best interest of the Group and the shareholders.

In the discharge of its fiduciary duties, the Board has delegated specific responsibility to its three committees
namely Audit, Nomination and Remuneration Committees, all of which have terms of reference to govern their
respective responsibilities. The terms of reference of each of the board committees are made available on the
Company’s website.

The Board Committees will deliberate and examine issues within their defined terms of reference and report to
the Board with their recommendation.

Nomination Committee

The Nomination Committee (“NC”), which was established on 20 March 2002 and comprising three Non-
Executive Directors, two of whom are independent.

The present members of the NC are:-

1) Tan Sri Dato’ Tan Hua Choon - Non-Independent Non-Executive Director


2) En Minhat Bin Mion - Independent Non-Executive Director
3) Haji Azizzuddin Bin Haji Hussein - Independent Non-Executive Director

The NC is charged with the responsibility of proposing suitable new nominees for appointment as Directors
and to fill the seats on Board Committees wherever necessary. It will also carry out the process of assessing
the composition and effectiveness of the Board as a whole, the Board Committees and the contribution of each
individual Director.

Generally, the Board, via the NC, reviews annually its required mix of skills, experience and other qualities,
including core competencies of the Non-Executive Directors.

The Terms of Reference of the NC is available on the Company’s website.

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CORPORATE GOVERNANCE OVERVIEW STATEMENT

Annual Evaluation

During the financial year, the NC had one meeting, chaired by an independent director, wherein all the NC
members performed the annual evaluation on the effectiveness of the Board of Directors as a whole and its
Committees, based on the attributes of their size and structure, mix of skills, experience, qualities, diversity in
age, gender, race and ethnicity, effectiveness of Board meetings, frequency of Board meetings and nature as
well as extent of function performed by the Board Committees.

In reviewing Board composition, the NC considered the benefits of all aspects of diversity including, but not limited
to, those described above, in order to enable it to discharge its duties and responsibilities effectively. Whilst the
contribution of each individual Director was assessed based on the prescribed criterion of character, experience,
level of integrity, core competencies, contributions towards Board deliberations and various meetings held and
whether they have contributed sufficient time to effectively discharge their duties and responsibilities as set out
in the Performance Evaluation Survey Form for the assessment of the respective parties to ensure that they
possess the appropriate balance of expertise and ability to lead the Group towards higher level of achievement.
The NC also carried out an assessment of the term of office and performance of the Audit Committee and each
of its members based on the requisite criteria set out in the annual assessment form.

All the conclusions of the assessment and evaluation carried out by the NC were properly documented and
submitted to the Board for notation.

Appointments to the Board

Appointment of new Director to the Board is recommended by the NC which had developed the “Procedure for
Nomination and Selection of Candidates for Directorship”.

Key criteria to be considered in selection of Directors include qualification, skills, experience, understanding
of the Group’s business, duties and responsibilities of a director, professional qualifications, integrity, ability to
contribute in group discussion, availability of time for the Group’s affairs and meeting, and potential conflicts of
interest as well as the effect of any new appointment on board diversity.

The process for the nomination and selection of a Director involves the determination of relevant qualifications,
skills and experience or competencies required to direct and manage the business of the Group for Executive
Directors; whilst the identification of Non-Executive Directors involves the assessment of a potential candidate’s
relevant qualifications, skills and experiences to contribute effectively during Board meeting discussions.

Appointment of new Directors will be decided by the full Board after taking into consideration the recommendations
of the NC which had established a formal and transparent procedure for the appointment of new Directors to the
Board.

Re-election of Directors

In accordance with the Company’s Constitution, one third of the Directors, or if their number is not a multiple of
three, the number nearest to one-third, are subject to retirement and re-election at each Annual General Meeting.

Newly appointed Directors shall hold office until the next Annual General Meeting and shall be eligible for re-
election, but shall not be taken into account in determining the number of Directors who are to retire by rotation
at such meeting.

The Constitution also provides that all the Directors are subject to retirement by rotation at least once every three
(3) years.

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CORPORATE GOVERNANCE OVERVIEW STATEMENT

Board Diversity

The Board has adopted a Board Diversity Policy which aims to set out the approach for achieving a greater depth
and breadth of a diversified board for the Company’s Board of Directors.

The Board has not set a boardroom or gender diversity target as it is of the view that the selection of suitable
candidates as new Board members should be based on the candidates’ competency, knowledge, skills,
experience, character, time commitment and other qualities in meeting the needs of the Group. However, the
Group acknowledges the importance of boardroom diversity and has always been in support of non-discrimination
on the basis of gender, age, race and religion. The appointment of a female member to the Board reflects the
Board’s commitment in recognising female representation on the Board and encourages Board deliberations
from different perspectives.

Annual Assessment of Independence of Independent Director

The existence of the Independent Directors on the Board itself does not ensure absolute unbiased judgment as it
can be compromised by familiarity with the other Board members. In this connection, the Nomination Committee
(“NC”) has undertaken an annual assessment of the independence of the Independent Directors via the attributes
of disclosed interests, independence of management and the criteria for assessing their independence are set
out in the Performance Evaluation Survey Form used by the NC in its annual assessment exercise.

The Board does not have term limit for its Independent Directors. While taking cognisance of the recommendation
of the MCCG that the tenure of Independent Directors should not exceed a cumulative term of nine (9) years,
the Board is of the view that the independence of the Independent Director should not be determined by their
tenure of service. The Board is confident that the Independent Directors themselves, having provided all the
relevant confirmation on their independence, will be able to determine if they can continue to being independent
and provide objective judgement to Board deliberations and decision making.

Tenure of Independent Director

In compliance with the recommendation of the MCCG, the Nomination Committee has assessed the independence
of Haji Azizzuddin Bin Haji Hussein who would have served as Independent Non-Executive Director of the
Company for a cumulative term of nine years by 9 September 2020, and based on the findings of the assessment,
the Board of Director has recommended for Haji Azizzuddin Bin Haji Hussein to continue to act as Independent
Non-Executive Director based on the following justifications, subject to the approval of the shareholders of the
Company at its Annual General Meeting (“AGM”) :

i) he continues to fulfill the criteria under the definition of Independent Director as stated in the MMLR;

ii) his length of service on the Board of more than nine years will not in any way interfere with his exercise of
objective judgment or his ability to act in the best interests of the Company and Group. In fact, having been
with the Company for more than nine years, he is familiar with the Group’s business operations and has
devoted sufficient time and commitment to his role and responsibility as Independent Director for informed
and balanced decision making;

iii) he has exercised due care during his tenure as Independent Director of the Company and has discharged
his duty with reasonable skill and competence, bringing independent judgment and depth into the Board’s
decision making in the interest of the Company and its subsidiaries; and

iv) he does not have any business dealing with the Group.

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CORPORATE GOVERNANCE OVERVIEW STATEMENT

Time Commitment and Directorship in Other Public Listed Companies

The Board is mindful of the importance of devoting sufficient time to carry out their responsibilities, regularly
updating their knowledge and enhancing their skills. Each Director is expected to commit sufficient time as and
when required to discharge their responsibilities. Each Director of the Company does not hold more than five (5)
directorships in public listed companies, in line with the MMLR.

The Board has pre-scheduled meetings annually which dates are set in advance so as to facilitate the Directors’
time planning. Each Board member is expected to attend at least 50% of the total Board Meetings held in any
applicable financial year.

In addition to the circular resolutions circulated and adopted from time to time, during the financial year ended
31 December 2019, the Board met twice where it deliberated and considered matters relating to the Group’s
financial performance, operational issues, business development and strategies, audit findings and the relevant
recommendations from the Internal Audit Consultants.

The details of attendance of each Board Member at the Board Meetings held during the financial year ended 31
December 2019 are set out below :-

Director Status % of Attendance

Tan Sri Dato’ Tan Hua Choon Chairman, 100


Non-Independent Non-Executive Director

Mr Siau Hock Cheng Executive Deputy Chairman 100

Dato’ Wong Hok Yim Executive Director 100

Ms Siew Cheau Sheang Executive Director - Finance 100

Mr Ong Sim Jeng Executive Director 100

Mr Woo Hin Weng Non-Independent Non-Executive Director 100

Haji Azizzuddin Bin Haji Hussein Independent Non-Executive Director 100

En Aminuddin Yusof Lana Independent Non-Executive Director 100

En Minhat Bin Mion Independent Non-Executive Director 100

Directors’ Training

All the existing Directors have completed the Mandatory Accreditation Programme as required by Bursa
Securities.

The Directors are encouraged to evaluate and determine their training needs from time to time so as to keep
abreast with the latest statutory and regulatory requirements and the development in the industry for the
enhancement of their skills and knowledge so as to enable them to discharge their duties effectively. The Board
is also updated on the relevant training programmes relating to the regulatory, governance, industry related and
current issues on an on-going basis.

Besides, the Directors also received updates on new regulations and statutory requirements from time to time.

26 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


CORPORATE GOVERNANCE OVERVIEW STATEMENT

During the 2019 financial year, the Directors have attended talks/seminars/training courses which covered the
following topics :

• financing the SDGS : Malaysian Private Sector Role in Bridging the Gap from Goal to Actions;
• CG Watch : How Does Malaysia Rank;
• MIA’s “Directors” Dialogue with Jonathan Labrey on Integrated Reporting; and
• MBRS for Preparers.

Newly appointed directors will be provided with a brief induction of the Group for an insight of the Group’s
business operations, past performances and corporate exercises undertaken. In addition, the Directors were
also briefed by the Company Secretary from time to time on updates and changes of statutory requirements such
as amendments to MMLR.

III) Remuneration

The Remuneration Committee (“RC”) was established on 20 March 2002 and comprises wholly of Non-
Executive Directors with the primary objective of assisting the Board in developing and establishing competitive
remuneration policies and packages. The Terms of Reference of RC is available on the Company’s website.

The current members of the Remuneration Committee are: -

1) Tan Sri Dato’ Tan Hua Choon - Non-Independent Non-Executive Director


2) Haji Azizzuddin Bin Haji Hussein - Independent Non-Executive Director

The Board has in place remuneration policy for the Executive Directors and Non-Executive Directors of the
Company which sets out to provide remuneration principles and guidelines for the Executive Directors and
Non-Executive Directors of the Company. The policy is subject to periodical review by the Board and is made
available on the Company’s website.

The RC members met once during the financial year where it reviewed the remuneration packages and benefits
accorded to the Executive Directors as well as the Non-Executive Directors’ fee structure. The relevant Directors
do not participate in discussion to be held on their own remuneration packages.

Level and Make-up

The Board ensures that the levels of remuneration offered for Directors are sufficient to attract and retain people
needed to run the Group’s operations successfully, while taking into consideration at the same time the state of
the economy in general and the performance of the industry and the Group in particular.

In the case of Executive Directors, the component parts of their remunerations are structured to link rewards to
corporate and individual performance. In the case of Non-Executive Directors, the level of remuneration reflects
the level of participation and responsibilities undertaken by the persons concerned.

Procedure

The RC is responsible for recommending to the Board the policy framework of executive remuneration and the
fixing of the remuneration of individual Director.

The determination of remuneration and benefits of Non-Executive Directors together with Non-Executive
Chairman are also reviewed by the RC to ensure that the levels of remuneration offered for the Directors are
sufficient to attract and retain people needed to manage the Group successfully.

The Directors concerned do not participate in making decisions on their own remuneration packages.

Fees payable to the Directors are subject to the approval of the shareholders of the Company.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 27


CORPORATE GOVERNANCE OVERVIEW STATEMENT

Disclosure

Details of the remuneration of the Directors of the Company, for the financial year ended 31 December 2019 are
as follows :

Estimated
value of
benefits-in-
Fees Salary Bonus kind
(RM) (RM) (RM) (RM)

Company Subsidiary

Executive Directors

Mr Siau Hock Cheng - - 600,000 350,000 -

Dato’ Wong Hok Yim - - 360,000 210,000 7,200

Ms Siew Cheau Sheang - - 234,000 108,500 24,000

Mr Ong Sim Jeng - - 306,000 176,500 -

Non-Executive Directors

Tan Sri Dato’ Tan Hua Choon 60,000 12,000 - - -

Mr Woo Hin Weng 12,000 - - - -

Haji Azizzuddin Bin Haji Hussein 12,000 - - - -

En Aminuddin Yusof Lana 6,000 - - - -

En Minhat Bin Mion 12,000 - - - -

PRINCIPLE B – EFFECTIVE AUDIT AND RISK MANAGEMENT

I) Audit Committee

The Audit Committee (“AC”) of the Board of Directors of the Company which was established on 12 April 1994
is led by an independent director who is distinct from the Chairman of the Board. None of the AC member is a
former key audit partner. The details of the Audit Committee Report are set out in pages 32 to 33 of this Annual
Report.

The Board has adopted an assessment policy which set out the guidelines and procedures to be followed by
the AC in reviewing, assessing and monitoring the suitability, independence and performance of the External
Auditors.

The Board through the Audit Committee, maintains a formal and transparent relationship with the External
Auditors in seeking professional advice and ensuring compliance with the applicable accounting standards.
Significant audit issues which merit the special attention of the Board and the Audit Committee would be brought
up and discussed at Audit Committee meetings.

28 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


CORPORATE GOVERNANCE OVERVIEW STATEMENT

During the financial year under review, the Audit Committee met with the External Auditors twice without the
presence of the Executive Directors and the Management to allow the Audit Committee members and the
External Auditors to exchange independent views on matter which require the Audit Committee’s attention.

The External Auditors had confirmed that they were, and had been, independent throughout the conduct of the
audit engagement with the Company in accordance with the terms of all relevant professional and regulatory
requirements. Such declaration was given in the External Auditors’ annual audit plan presented to the Audit
Committee prior to the commencement of their audit for the financial year. The Terms of Reference of Audit
Committee which is available on the Company’s website, provides that in the event of a proposal to appoint
a former key audit partner of the External Auditors as a member of the Audit Committee, the Company has to
ensure that such former key audit partner has observed a cooling-off period of at least two years from his/her last
engagement as external audit partner for the Company.

The Board, through the Audit Committee, considers and monitors the suitability, appropriateness of External
Auditors’ continued engagement in the light of their independence, from the aspects of performance and quality
of work based on the feedback obtained from the Company’s personnel who have substantial interaction with
the External Auditors, timeliness of services deliverables and the non-audit services provided. The Board was of
the view that the External Auditors, who have communicated with the Audit Committee vide the Audit Planning
Memorandum and audit findings report, have provided the necessary quality of service and possessed sufficient
resources and competence throughout the conduct of the audit engagement.

The External Auditors can be engaged to perform non-audit services that are not perceived to be in conflict with
their role as External Auditors. The External Auditors are invited to attend general meetings of shareholders of
the Company and are available to answer the shareholders’ enquiries on the conduct of the statutory audit and
the preparation and contents of their audit report.

The role of the Audit Committee with respect to the External Auditors is described in pages 32 to 33 of this Annual
Report.

II) Risk Management and Internal Control Framework

The Board always places significant emphasis on maintaining a sound system of internal control which
encompasses financial, operational and compliance controls and risk management for the Group to achieve its
corporate objectives within an acceptable risk level so as to safeguard the Group’s assets and shareholders’
investment. Such internal controls are designed to manage rather than eliminate the risks and, by their nature,
the controls can only provide reasonable but not absolute assurance against material misstatement, loss or
fraud.

The Group has established an internal audit function which reports directly to the Audit Committee. During the
financial year, the Audit Committee has undertaken a review of the effectiveness of the internal audit function
which outcome suggested that the performance of the internal audit function was satisfactory.

Significant risk matters are brought to the attention of the Executive Directors, and if necessary, are also discussed
at Audit Committee and Board meetings.

Ongoing reviews are continuously performed by the internal audit function throughout the year to identify,
evaluate and manage significant risk for assurance of adequate and effective internal controls within the Group.

The Group’s overview of the risk management framework, state of system of internal controls are presented in
the Statement on Risk Management & Internal Control set out in pages 34 to 36 of this Annual Report.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 29


CORPORATE GOVERNANCE OVERVIEW STATEMENT

PRINCIPLE C – INTERGRITY IN CORPORATE REPORTING AND MEANINGFUL


RELATIONSHIP WITH STAKEHOLDERS

I) Communication with Shareholders and Investors

The Board acknowledges the need for shareholders to be informed on all material developments affecting the
Group’s state of affairs. To ensure shareholders and investors are well informed, information on the Group’s
performance and corporate developments are disseminated through timely announcements to Bursa Securities,
distribution of annual reports, relevant circulars to shareholders, press releases (where appropriate), all of which
can be viewed at the Company’s website at www.marco-groups.com.

The Shareholders and the public can also obtain up-to-date information on the Group’s new products releases
and promotional activities by accessing the same website.

II) Conduct of General Meeting of Shareholders

The AGM is the principal forum for dialogue and interaction with shareholders. Notice of AGM is distributed to
shareholders at least twenty-eight (28) days prior to the date of AGM and is published in a nationally circulated
daily newspaper.

Shareholders are encouraged to attend and participate in the AGM where the Board presents the performance
and progress of the business of the Group during the particular financial year as contained in the Annual
Report. They are given the opportunity to seek clarifications on the Group’s performance, business activities
and prospects as well as to communicate their expectations and concerns of the Group wherein, the Directors,
Finance Director and the External Auditors are available to respond to their queries and to provide explanation
on the issues raised thereat.

A press conference is usually held immediately after the AGM or EGM whereat the Board members inform the
media of the resolutions passed, and answer questions posed on the Group’s operations and plans.

En Minhat Bin Mion has been appointed by the Board as the Senior Independent Non-Executive Director of the
Company to whom concerns or enquiry regarding the Company and the Group may be conveyed, if any.

Poll Voting

In line with paragraph 8.29A of the MMLR, any resolution set out in the notice of any general meeting, or in any
notice of resolution which may properly be moved and is intended to be moved at any general meeting, must
be voted by poll. Hence, voting for all the resolutions as set out in the forthcoming and future general meetings
will be conducted as such. An Independent scrutineer will be appointed to validate the votes cast at the general
meetings.

30 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


CORPORATE GOVERNANCE OVERVIEW STATEMENT

DIRECTORS’ RESPONSIBILITY STATEMENT IN RESPECT OF THE AUDITED FINANCIAL


STATEMENTS

The Board is fully aware of its responsibility to ascertain that the presentations of the financial statements of the Group
and the Company are in line with the applicable approved accounting standards of Malaysia and the provisions of the
Companies Act, 2016 (“the Act”) so as to give a true and fair view of the Group and the Company’s state of affairs,
results and cash flow for the financial year ended 31 December 2019.

As such, the Board ensured that in preparing the financial statements of the Group and the Company for the financial
year ended 31 December 2019, the Group has adopted and consistently applied the relevant and appropriate
accounting policies, made reasonable judgments and estimates that are prudent and on the going concern basis.

Apart from that, the Board takes the general responsibilities of :

• ensuring that the Group keeps adequate accounting records which disclose with reasonable accuracy, the
financial position of the Group and which will enable them to ensure that the financial statements comply with
the Act ; and

• taking reasonable steps open to them to safeguard the assets of the Group to prevent and detect fraud and other
irregularities.

Audit and Non-Audit Fees

The amount of audit and non-audit fees incurred for services rendered to the Company and the Group by the External
Auditors, or a firm or corporation affiliated to the External Auditors’ firm for the financial year ended 31 December 2019
were as below :

Audit Fees Non-Audit Fees


(RM) (RM)

Company 29,947 9,028

Group 84,498 38,254

Material Contracts

During the financial year, there were no material contracts entered into by the Group involving the interest of Directors’
or major shareholders.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 31


AUDIT COMMITTEE REPORT

The Marco Holdings Berhad’s (“Marco”) Audit Committee was established by the Company’s Board of Directors on
12 April 1994.

COMPOSITION OF AUDIT COMMITTEE

Chairman
Haji Azizzuddin Bin Haji Hussein Independent Non-Executive Director

Members
Mr Woo Hin Weng (MIA Member) Non-Independent Non-Executive Director
En Minhat Bin Mion Independent Non-Executive Director

TERMS OF REFERENCE

The Terms of Reference of the Marco Audit Committee is available for reference on the Company’s website at
www.marco-groups.com.

MEETINGS

The Marco Audit Committee held four meetings during the financial year ended 31 December, 2019. The attendance
records of the Audit Committee members at the meetings are as follows :

Date of Meeting
% of
Member 19/2/2019 27/5/2019 21/8/2019 20/11/2019 Attendance

Haji Azizzuddin Bin Haji Hussein √ √ √ √ 100

Mr Woo Hin Weng √ √ √ √ 100

En Minhat Bin Mion √ √ √ √ 100

The Executive Directors and Internal Audit Consultants were usually invited to attend the Marco Audit Committee
meetings to brief on the activities involving their areas of responsibilities.

The Audit Committee was also briefed by the External Auditors on their annual audit findings and new standards
introduced by the Malaysian Accounting Standards Board (“MASB”), where applicable. The External Auditors also
had two separate discussions with the Audit Committee without the presence of the executive board members and
the management.

The proceedings and conclusions of each Audit Committee meeting were documented and distributed to each member
of the Audit Committee and also to the other non-Audit Committee Board members.

32 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


AUDIT COMMITTEE REPORT

SUMMARY OF ACTIVITIES

During the financial year ended 31 December 2019, the activities carried out by the Audit Committee included, among
others, the following:-

a. Reviewed the unaudited quarterly reports on the consolidated results and financial statements prior to tabling the
same for the Board of Directors’ adoption.

b. Reviewed the assistance given by the Management to the External Auditors.

c. Reviewed various variances arising from the comparisons of the Group’s year-to-date actual results against the
budget as well as the variances arising from comparison of year-to-date results for year 2019 over 2018.

d. Reviewed the Internal Audit Consultants’ audit findings on the After Sales Service - Warranty Claim, Inventory
Management and Expenses & Payments of the Group’s business processes to assess adequacy of the existing
policies, procedures and systems of internal control of the Group.

e. Reviewed the Audit Report in relation to significant audit and accounting matters for the financial year ended 31
December 2018 prepared by the External Auditors.

f. Discussed with the External Auditors on audit issues for the financial year ended 31 December 2018.

g. Reviewed the Audit Plan in relation to the External Auditors’ audit program and some updates on new accounting
standards/interpretations/amendments applicable to the Group’s financial statements for the financial year ended
31 December 2019.

h. Evaluated the performance of the Internal Auditors based on the requisite criteria set out in the “Internal Auditors
Evaluation Form”; and

i. Assessment of suitability and independence of the External Auditors.

INTERNAL AUDIT FUNCTION

The Group has outsourced its internal audit function to external consultants which personnel are free from any
relationship or conflict of interest or undue influence of others which could impair their independence, and reports
directly to the Marco Audit Committee.

The principal objective of the internal audit function is to assist the Board of Directors of Marco in maintaining a sound
system of internal controls within the Group in order to safeguard the shareholders’ investment and the Group’s
assets. The internal audit function reviews the adequacy and effectiveness of the internal control system and make
suitable recommendation for further enhancement of the internal control system.

The internal audit function assists the Management to identify, evaluate and update significant risks and develop risks-
based audit plans for approval by the Audit Committee. The scope of the internal audit function covers the audits of
all units and operations of the Group.

The total cost incurred for the internal audit function of the Group in respect of the 2019 financial year amounted to
RM60,320.

A summary of the activities performed by the internal audit consultants during the financial year 2019 is set out in page
34 to 36 of this Annual Report.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 33


STATEMENT ON RISK MANAGEMENT &
INTERNAL CONTROL

Introduction

The Board is pleased to provide the Statement on Risk Management and Internal Control which outlines the nature
and scope of risk management and internal control of the Group during the financial year under review.

The Responsibility of the Board

The Board recognises its overall responsibility for the adequacy and effectiveness of the risk management framework
and system of internal controls within the Group to safeguard shareholders’ investment and Group’s assets.

The Board has entrusted the Audit Committee to review the adequacy and effectiveness of the risk management and
internal control system in relation to the internal audits conducted at operating units by an independent assurance
provider during the financial year under review. The audit observations, together with management’s response and
agreed action plans are presented to the Audit Committee on a quarterly basis. In addition, the review of the internal
audit reports is part of the agenda of the Board meeting.

The Board ensures that the risk management and internal control systems manage the Group’s relevant and key
significant risks within its risk appetite in pursuing its strategies and business objectives. However, the Board is
equally aware that such systems and processes are designed to manage, rather than eliminate the risk of failure to
achieve the policies, goals and objectives of the Group. In this regard, the risk management framework and internal
control system can only provide reasonable assurance, and not absolute assurance against material misstatement of
financial information and records or against financial losses or fraud.

Risk Management Framework

The Group adopts enterprise risk management approach and all the active businesses of the companies within
the Group are considered and categorised in accordance with their main functional activities. Responsibility of risk
management and control is delegated to the appropriate levels of management within the Group. This process has
been in place for the financial year under review and up to the date of approval of the annual report and financial
statements.

Based on the framework, management has carried out the followings:

a. Establish the context of risk in relation to the Group’s risk appetite

The amount of risk, on a broader level, acceptable to the Group in pursuing the various business objectives is
determined by the senior management.

b. Risk identification in relation to the objectives of every business function

The risks are identified through a series of interviews and discussions with the risk owners, i.e. respective
heads of each operating units/departments, key personnel and management of the Group. The risk identification
process includes consideration of both internal and external environment factors. External environmental factors
include economic and political changes, changes in the behavior of competitors, new regulations or legislation
and technological developments. Internal factors include changes in key personnel, introduction of new or
revision of existing policies and procedures.

Arising from the amendments to Bursa Malaysia Securities Berhad Main Market Listing Requirements in relation
to anti-corruption measures which becomes effective from 1 June 2020 onwards; Internal Audit Function shall
further improve the assessment of anti-bribery and corruption risks against the Group’s policies and procedures,
which include but not limited to the Group’s established Code of Conduct and Ethics Policy.

34 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


STATEMENT ON RISK MANAGEMENT &
INTERNAL CONTROL

c. Assess the potential impact and likelihood of the risks identified and hence their risk levels

The impact of the risk is rated on a scale of A to E (A to indicate the lowest impact and the E to indicate the
highest impact). Whereas the likelihood of a risk is rated on a scale of 1 to 5 (1 to indicate lowest probability
and 5 indicate the highest probability). The risk level shall be rated low, medium and high according to the Risk
Analysis Matrix.

d. Ongoing monitor and review risk mitigating measures, risk levels and emerging risks

All the identified risk and mitigating measures are documented into a “Business Risk Profile”. The Business Risk
Profile of the Group is updated on an ongoing basis and approved by the Board.

The Business Risk Profile serves as a tool for the heads of operating units/departments for managing key risks
applicable to their areas of business. All key risks and issues are reviewed and resolved by the Management
team during the monthly management meeting. Through these mechanisms, key risks identified in the Business
Risk Profile are assessed in a timely manner and control procedures are re-evaluated accordingly in order to
ensure that the key risks are mitigated to an acceptable level.

The Internal Audit Function reviews the effectiveness and adequacy of control procedures adopted by the Group
on quarterly basis in mitigating the key risks identified in the Business Risk Profile. Any weaknesses noted during
the audit review are reported to the Audit Committee. Through these mechanisms, the Audit Committee can be
assured that the key risks of the Group are reviewed quarterly and appropriately managed to an acceptable level.

System of Internal Controls

The key elements of the Group’s internal control system are as follows:

• Clearly defined organisational structure with proper delegation of responsibilities and accountability, including
authorisation levels for all aspects of the business operations.

• Standard Operating Procedures (“SOP”) have been formalized and documented for the key business processes
to ensure the uniformity and consistency of practices and controls within the Group. The policies and procedures
are regularly updated to ensure that they remain current, relevant and aligned with evolving business environment
and operational needs.

• The trading operations are accredited with ISO 9001:2008 international quality system standard and such quality
management system provides the Group with improved control of key processes and a foundation for improving
quality and customer satisfaction. Annual audit is conducted by external certification body to ensure these
operational procedures are in compliance with ISO requirements.

• Annual budgets of the Group’s operating units are developed in line with the Group’s strategies and risk appetite
are reviewed and approved by the Board. Any variances of actual performance against budget are monitored
and reported on a monthly basis to Management and quarterly to the Board. Appropriate actions are devised to
address any areas of concerns arising from the regular review.

• Financial results are prepared and presented to Management and to the Board and Audit Committee in a timely
manner for effective monitoring and decision making.

• The Executives Directors act as the channel of communication between Board and the Management. The
Executive Directors are empowered to manage the businesses of the Group and implement the Board’s directives
and policies.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 35


STATEMENT ON RISK MANAGEMENT &
INTERNAL CONTROL

• Capital expenditures and investment options are referred to the Board for review and approval.

• Regular risk-based internal audit, i.e. focusing on key risk areas are carried out to provide independent assurance
on the effectiveness and efficiency of the Company’s system of internal controls and advising Management on
areas for improvements.

• The Audit Committee meets at least four times a year. The Committee meets with the internal auditors to review
the results of control assurance and internal audit activities. The Audit Committee reviews the actions taken to
rectify the findings in a timely manner, and to evaluate the adequacy, effectiveness and efficiency of the Group’s
internal control systems.

• Further to this, the external auditors conduct annual statutory audit on the financial statements. Areas for
improvement identified during the course of statutory audit by the External Auditors are presented to the Audit
Committee.

Through the establishment of sound internal control, which includes monitoring reporting systems, the Board reports
that the existing system of internal controls is satisfactory. No material losses have occurred during the financial
year under review as a result of weakness in internal control. The Board together with management continue to take
measures to strengthen the control environment.

The Group’s system of risk management and internal control does not apply to its associate companies nonetheless
the Group’s interests are served through review of management accounts received on monthly basis.

Assurance from Management

In accordance with the Statement on Risk Management & Internal Control – Guidelines for Directors of Listed Issuers,
the Board has received assurance from the Executive Directors and Executive Director - Finance that to the best
of their knowledge the risk management and internal control system of the Group are operating effectively and
adequately, in all material respects, based on the risk management and internal control described above.

Review of the statement by External Auditors

As required by Paragraph 15.23 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, the
External Auditors have reviewed this Statement on Risk Management & Internal Control. The External Auditors have
reported to the Board that nothing has come to their attention that causes them to believe that this Statement is
inconsistent with their understanding of the process the Board has adopted in the review of the adequacy and integrity
of internal control system and risk management of the Group.

36 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


FINANCIAL
STATEMENTS
38 Directors’ Report

42 Statement by Directors

42 Statutory Declaration

43 Independent Auditors’ Report

47 Consolidated Statement of Profit or Loss and


Other Comprehensive Income

48 Consolidated Statement of Financial Position

49 Consolidated Statement of Changes in Equity

50 Consolidated Statement of Cash Flows

52 Statement of Profit or Loss and Other


Comprehensive Income

53 Statement of Financial Position

54 Statement of Changes in Equity

55 Statement of Cash Flows

56 Notes to the Financial Statements


DIRECTORS’ REPORT
for the financial year ended 31 December 2019

The directors have pleasure in submitting their report together with the audited financial statements of the Group and
of the Company for the financial year ended 31 December 2019.

PRINCIPAL ACTIVITIES

The principal activity of the Company is investment holding. There have been no significant changes in the nature of
these activities of the Company during the financial year.

The principal activities of the subsidiary companies are set out in Note 15 to the financial statements. There have been
no significant changes in the nature of these activities of the subsidiary companies during the financial year.

RESULTS

GROUP COMPANY
RM RM
Profit for the year 15,504,752 3,978,706

DIVIDEND

A first and final single tier dividend of 0.30 sen per share amounting to RM3,162,921 in respect of the previous
financial year as proposed in the directors’ report for that financial year was paid on 16 July 2019.

The directors now recommend a first and final single tier dividend of 0.30 sen per share amounting to RM3,162,921
for the financial year end 31 December 2019.

SHARE CAPITAL

The Company did not issue any shares or debentures during the financial year.

RESERVES AND PROVISIONS

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

DIRECTORS

The directors of the Group and of the Company in office during the financial year and up to the date of this report are:

Directors of the Company:

Tan Sri Dato’ Tan Hua Choon (also a director of certain subsidiaries)
Siau Hock Cheng (also a director of all subsidiaries)
Dato’ Wong Hok Yim (also a director of certain subsidiaries)
Ong Sim Jeng (also a director of certain subsidiaries)
Siew Cheau Sheang (also a director of a subsidiary)
Woo Hin Weng (also a director of a subsidiary)
Hj. Azizzuddin Bin Hj. Hussein (also a director of certain subsidiaries)
Aminuddin Yusof Lana
Minhat Bin Mion

38 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


DIRECTORS’ REPORT
for the financial year ended 31 December 2019

Other directors of the subsidiaries:

Dato’ Sri Tan Han Chuan


Datin Hawa Binti Mohd Yassin
Dato’ Thor Poh Seng

DIRECTORS’ INTERESTS

According to the Register of Directors’ Shareholdings, the interests of directors in office at the end of the financial year
in shares in the Company and its related corporations were as follows:

No. of ordinary shares


As at Bought Sold As at
1/1/2019 7/3/2019 31/12/2019
The Company
Direct interests
Tan Sri Dato’ Tan Hua Choon 74,767,860 62,486,400 - 137,254,260
Indirect interests
Tan Sri Dato’ Tan Hua Choon* 133,040,000 - - 133,040,000

* Tan Sri Dato’ Tan Hua Choon is the spouse of Puan Sri Datin Poo Choo @ Ong Poo Choi and father of Dato’ Sri Tan
Han Chuan and is thus deemed to be interested in their respective shareholdings.

The above director by virtue of his shareholdings in the Company are also deemed interested in shares in its related
corporations to the extent the Company has an interest.

Other than as disclosed, none of the directors in office at the end of the financial year had any interest in shares in the
Company and its related corporations during the financial year.

DIRECTORS’ BENEFITS

Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other
than benefits disclosed as directors’ remuneration under Note 7 to 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 he is a member, or with a
company in which he has a substantial financial interest.

Neither at the end of the financial year, nor at anytime during the financial year, did there subsist any arrangement to
which the Company is a party, being arrangements with the object or objects of enabling directors to acquire benefits
by means of the acquisition of shares in the Company or shares in, or debentures of any other body corporate.

STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS

(a) Before the financial statements of the Group and of the Company were prepared, the directors took reasonable
steps:

(i) 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 satisfied themselves that all known bad debts had been written off and that
adequate provision had been made for doubtful debts; and

(ii) to ensure that any current assets, which were unlikely to be realised in the ordinary course of business
including the values of current assets as shown in the accounting records of the Group and of the Company
have been written down to amounts which they might be expected so to realise.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 39


DIRECTORS’ REPORT
for the financial year ended 31 December 2019

(b) At the date of this report, the directors are not aware of any circumstances:

(i) which would render the amount written off for bad debts or the amount of the provision for doubtful debts in
the financial statements of the Group and of the Company inadequate to any substantial extent; or

(ii) which would render the values attributed to current assets in the financial statements of the Group and of
the Company misleading; or

(iii) 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.

(c) As at the date of this report, there does not exist:

(i) any charges on the assets of the Group and of the Company which have arisen since the end of the
financial year which secures the liabilities of any other person; and

(ii) any contingent liabilities of the Group or of the Company which have arisen since the end of the financial
year.

(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in the report
or financial statements of the Group and of the Company, which would render any amount stated in the financial
statements misleading.

(e) No contingent or other liability has become enforceable, or is likely to become enforceable, within the period of
twelve months after the end of the financial year which, in the opinion of the directors, will or may affect the ability
of the Group or of the Company to meet their obligations when they fall due.

(f) In the opinion of the directors:

(i) the results of the operations of the Group and of the Company during the financial year were not substantially
affected by any item, transaction or event of a material and unusual nature.

(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of
the financial year and the date of this report which is likely to affect substantially the results of the operations
of the Group and of the Company for the current financial year in which this report is made.

SUBSIDIARIES

Details of subsidiaries are set out in Note 15 to the financial statements.

AUDITORS’ REMUNERATION

Details of auditors’ remuneration are set out in Note 7 to the financial statements.

40 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


DIRECTORS’ REPORT
for the financial year ended 31 December 2019

EVENT SUBSEQUENT TO THE REPORTING DATE

Event subsequent to the reporting date is disclosed in Note 34 to the financial statements.

AUDITORS

The auditors, PCCO PLT, have indicated their willingness to continue in office.

On behalf of the board

TAN SRI DATO’ TAN HUA CHOON SIAU HOCK CHENG

Kuala Lumpur
Date: 29 May 2020

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 41


STATEMENT BY DIRECTORS

In the opinion of the directors, the financial statements set out on pages 47 to 92 are drawn up in accordance with
Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the
Companies Act 2016 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 2019 and of their financial performance and cash flows of the Group and of the
Company for the year then ended.

Signed in accordance with a resolution of the Board

TAN SRI DATO’ TAN HUA CHOON SIAU HOCK CHENG

Kuala Lumpur
Date: 29 May 2020

STATUTORY DECLARATION

I, Siew Cheau Sheang, being the director responsible for the financial management of Marco Holdings Berhad, do
solemnly and sincerely declare that to the best of my knowledge and belief, the financial statements set out on pages
47 to 92 are correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of
the provisions of the Statutory Declarations Act, 1960.

SIEW CHEAU SHEANG


MIA 19338

Subscribed and solemnly declared at Kuala Lumpur, Wilayah Persekutuan on 29 May 2020

Before me:

KAPT (B) AFFANDI BIN AHMAD, W 678

Commissioner for Oaths

42 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF MARCO HOLDINGS BERHAD (196901000631) (8985-P)
(Incorporated in Malaysia)

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Marco Holdings Berhad, which comprise the statements of financial
position as at 31 December 2019 of the Group and of the Company, and the 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 year then ended, and notes to the financial statements, including a summary of significant accounting
policies, as set out on pages 47 to 92.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group
and of the Company as at 31 December 2019 and of their financial performance and their cash flows for the year then
ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and
the requirements of the Companies Act 2016 in Malaysia.

Basis for opinion

We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards
on Auditing. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for
the Audit of the Financial Statements section of our report. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.

Independence and Other Ethical Responsibilities

We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics,
Conduct and Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards
Board for Accountants’ Code of Ethics for Professional Accountants (“IESBA Code”), and we have fulfilled our other
ethical responsibilities in accordance with the By-Laws and the IESBA Code.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial statements of the Group and of the Company for the current year. These matters were addressed in
the context of our audit of the financial statements of the Group and of the Company as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter - Inventories

Per the Group’s accounting policy, inventories are valued at lower of costs and net realisable values. As explained
in Note 1(d)(i), management’s assessment of percentage of write down for inventories is based on the experience
and judgement of the management. The value of inventories as at 31 December 2019 is material to the financial
statements.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 43


INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF MARCO HOLDINGS BERHAD (196901000631) (8985-P)
(Incorporated in Malaysia)

Key Audit Matters (continued)

Our audit procedures included among others are as follows:

Discussed with management to understand the methodology used for Group’s inventories write down policy and the
assumptions applied. We evaluated the methods of measurement and assumptions used with reference to product
historical performance and current market price. We also assessed the potential risk for management biasness. We
tested the mathematical integrity of the value of inventories written down based on the agreed methodology. We also
assessed whether the inventories are valued at lower of costs and net realisable values. We found no errors in the
calculation and the methodology has no indication of management biasness and is consistently applied with that
adopted in prior years.

Information Other than the Financial Statements and Auditors’ Report Thereon

The directors of the Company are responsible for the other information. The other information comprises the information
included in the annual report, but does not include the financial statements of the Group and of the Company and our
auditors’ report thereon.

Our opinion on the financial statements of the Group and of the Company does not cover the other information and
we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to
read the other information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements of the Group and of the Company or our knowledge obtained in the audit or otherwise appears
to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Statements

The directors of the Company are responsible for the preparation of financial statements of the Group and of the
Company that give a true and fair view in accordance with Malaysian Financial Reporting Standards, International
Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. The directors are also
responsible for such internal control as the directors determine is necessary to enable the preparation of financial
statements of the Group and of the Company that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements of the Group and of the Company, the directors are responsible for assessing the
Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or
the Company or to cease operations, or have no realistic alternative but to do so.

44 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF MARCO HOLDINGS BERHAD (196901000631) (8985-P)
(Incorporated in Malaysia)

Auditor’s Responsibilities for the Audit of the Financial Statements


Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the
Company as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with approved standards on auditing in Malaysia and International Standards on
Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on
Auditing, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements of the Group and of the
Company, whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit 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
Group’s and of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s or the Company’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures
in the financial statements of the Group and of the Company or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report.
However, future events or conditions may cause the Group or the Company to cease to continue as a going
concern.

• Evaluate the overall presentation, structure and content of the financial statements of the Group and of the
Company, including the disclosures, and whether the financial statements of the Group and of the Company
represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the financial statements of the Group. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.

From the matters communicated with the directors, we determine those matters that were of most significance in the
audit of the financial statements of the Group and of the Company for the current year and are therefore the key audit
matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 45


INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF MARCO HOLDINGS BERHAD (196901000631) (8985-P)
(Incorporated in Malaysia)

Other Matters

This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies
Act 2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content
of this report.

PCCO PLT (LLP0000506-LCA) WONG SOOK CHUN


No. AF 1056 No. 01173/09/2020 J
Chartered Accountants Chartered Accountant

Kuala Lumpur
Date: 29 May 2020

46 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


CONSOLIDATED STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME
for the year ended 31 December 2019

NOTE 2019 2018


RM RM
REVENUE 6 149,754,010 151,340,128
OTHER INCOME 3,387,651 3,687,815
CHANGES IN INVENTORIES OF
GOODS FOR RESALE 3,834,474 (2,203,766)
GOODS FOR RESALE PURCHASED (114,973,616) (110,829,957)
EMPLOYEE BENEFITS EXPENSE (11,184,846) (10,359,643)
DEPRECIATION AND AMORTISATION (2,173,718) (1,177,808)
OTHER EXPENSES (10,657,253) (11,894,122)
FINANCE COSTS (205,458) (63,849)
SHARE OF PROFITS OF ASSOCIATED COMPANY 2,325,741 -

PROFIT BEFORE TAX 7 20,106,985 18,498,798

TAXATION 8 (4,602,233) (4,708,121)

PROFIT FOR THE YEAR 15,504,752 13,790,677

OTHER COMPREHENSIVE INCOME


FOR THE YEAR, NET OF TAX - -

TOTAL COMPREHENSIVE INCOME


FOR THE YEAR 15,504,752 13,790,677

PROFIT FOR THE YEAR


ATTRIBUTABLE TO:

OWNERS OF THE PARENT 15,504,752 13,790,677

TOTAL COMPREHENSIVE INCOME


ATTRIBUTABLE TO:

OWNERS OF THE PARENT 15,504,752 13,790,677

EARNINGS PER SHARE (sen)


- basic 10 1.47 1.30

- diluted 10 1.47 1.30

The accompanying notes are an integral part of these financial statements.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 47


CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
as at 31 December 2019

2019 2018
NOTE RM RM
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 11 3,875,115 1,078,400
Intangible assets 12 747,562 829,490
Investment properties 13 39,743,574 40,243,937
Right-of-use assets 14 5,915,577 -
Associated company 16 20,905,141 21,810,600
Other investments 17 220 220
Deferred tax assets 18 1,483,500 1,543,000
72,670,689 65,505,647

CURRENT ASSETS
Inventories 19 34,881,072 31,930,630
Trade and other receivables 20 23,640,299 23,036,946
Tax recoverable 50,749 84,828
Cash and cash equivalents 21 88,375,188 83,091,482
146,947,308 138,143,886

TOTAL ASSETS 219,617,997 203,649,533

EQUITY AND LIABILITIES


EQUITY ATTRIBUTABLE TO
OWNERS OF THE PARENT
Share capital 22 130,986,835 130,986,835
Reserves 23 1,209,666 1,209,666
Retained profits 70,791,057 58,449,226

TOTAL EQUITY 202,987,558 190,645,727

NON CURRENCT LIABILITIES


Lease liabilities 24 4,879,868 -

CURRENT LIABILITIES
Trade and other payables 25 9,020,348 11,201,480
Provisions 26 228,708 216,009
Lease liabilities 24 1,105,699 -
Taxation 1,395,816 1,586,317
11,750,571 13,003,806
TOTAL LIABILITIES 16,630,439 13,003,806

TOTAL EQUITY AND LIABILITIES 219,617,997 203,649,533

The accompanying notes are an integral part of these financial statements.

48 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
for the year ended 31 December 2019

Attributable to owners of the Parent

Revaluation
Share reserve-non Retained
capital -distributable profits Total
RM RM RM RM
Balance at 1 January 2018 130,986,835 1,209,666 49,930,083 182,126,584

Profit for the year - - 13,790,677 13,790,677

Total comprehensive income - - 13,790,677 13,790,677

Dividends (Note 9) - - (5,271,534) (5,271,534)

Total transactions with owners - - (5,271,534) (5,271,534)

Balance at 31 December 2018 130,986,835 1,209,666 58,449,226 190,645,727

Balance at 1 January 2019 130,986,835 1,209,666 58,449,226 190,645,727

Profit for the year - - 15,504,752 15,504,752

Total comprehensive income - - 15,504,752 15,504,752

Dividends (Note 9) - - (3,162,921) (3,162,921)

Total transactions with owners - - (3,162,921) (3,162,921)

Balance at 31 December 2019 130,986,835 1,209,666 70,791,057 202,987,558

The accompanying notes are an integral part of these financial statements.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 49


CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 December 2019

2019 2018
NOTE RM RM
CASH FLOWS FROM OPERATING ACTIVITIES

Profit before taxation 20,106,985 18,498,798

Adjustments for:
Gain on disposal of property, plant and equipment (199) (656)
Loss allowance for receivables 3,159 33
Reversal of loss allowance for receivables (54,451) (81,925)
Property, plant and equipment written off 144,177 2
Reversal for repair warranty provisions - (14,817)
Allowance/(reversal) for inventories written down 1,113,682 (1,216,022)
Amortisation of intangible assets 319,263 285,368
Amortisation of investment properties 500,363 500,363
Depreciation of property, plant and equipment 522,928 392,077
Depreciation of right-of-use assets 831,165 -
Gain on disposal of short term funds - (166,268)
Dividend income (20) (1,904,980)
Interest income (2,817,895) (747,544)
Inventories written off 23,790 242,125
Intangible assets written off 23 -
Unrealised loss on foreign exchange 35,188 630
Fair value changes on short term funds - 571,607
Addition of provision for repair warranty 12,699 4,022
Short term lease payments 124,256 -
Share of profits of associated company (2,325,741) -

Profit before working capital changes 18,539,372 16,362,813

Working capital changes:


Inventories (4,087,914) 1,805,799
Trade and other receivables (2,203,934) (1,696,760)
Trade and other payables (2,180,047) 1,568,101

Cash inflows from operations 10,067,477 18,039,953

Interest received 2,817,895 747,544


Short term lease paid (124,256) -
Tax paid (4,728,436) (4,114,606)
Tax refunded 29,281 299,179

Net cash inflows from operating activities 8,061,961 14,972,070

50 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 December 2019

2019 2018
NOTE RM RM
CASH FLOWS FROM INVESTING ACTIVITIES

Repayment from/(advances to) associated company 1,615,600 (4,846,800)


Purchase of investment in associated company - (26,657,400)
Proceeds from disposal of short term funds - 76,499,621
Proceeds from disposal of property, plant and equipment 200 657
Purchase of short term funds - (76,904,960)
Dividend received 3,231,220 6,751,780
Purchase of property, plant and equipment (3,463,821) (309,846)
Purchase of intangible assets (237,358) (107,096)

Net cash inflows/(outflows) from investing activities 1,145,841 (25,574,044)

CASH FLOWS FROM FINANCING ACTIVITIES

Dividend paid (3,162,921) (5,271,534)


Repayment of short term borrowings - (2,492,918)
Payment of lease liabilities (761,175) -

Net cash outflows from financing activities (3,924,096) (7,764,452)

NET INCREASE/(DECREASE) IN CASH AND


CASH EQUIVALENTS 5,283,706 (18,366,426)

CASH AND CASH EQUIVALENTS AT


BEGINNING OF YEAR 83,091,482 101,457,908

CASH AND CASH EQUIVALENTS AT


END OF YEAR 21 88,375,188 83,091,482

The accompanying notes are an integral part of these financial statements.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 51


STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
for the year ended 31 December 2019

2019 2018
NOTE RM RM
REVENUE 6 3,231,220 5,674,482

OTHER INCOME 1,307,375 242,682


EMPLOYEE BENEFITS EXPENSE (102,000) (102,000)
OTHER EXPENSES (170,719) (500,433)
FINANCE COSTS (294) (309)

PROFIT BEFORE TAXATION 7 4,265,582 5,314,422

TAXATION 8 (286,876) (45,618)

PROFIT FOR THE YEAR 3,978,706 5,268,804

OTHER COMPREHENSIVE INCOME


FOR THE YEAR, NET OF TAX - -

TOTAL COMPREHENSIVE INCOME


FOR THE YEAR 3,978,706 5,268,804

PROFIT FOR THE YEAR


ATTRIBUTABLE TO:

OWNERS OF THE PARENT 3,978,706 5,268,804

TOTAL COMPREHENSIVE INCOME


ATTRIBUTABLE TO:

OWNERS OF THE PARENT 3,978,706 5,268,804

The accompanying notes are an integral part of these financial statements.

52 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


STATEMENT OF FINANCIAL POSITION
as at 31 December 2019

2019 2018
NOTE RM RM
ASSETS
NON-CURRENT ASSETS
Subsidiary companies 15 103,700,000 103,700,000
Associated company 16 26,657,400 26,657,400
Other investments 17 220 220
130,357,620 130,357,620

CURRENT ASSETS
Trade and other receivables 20 3,498,239 5,081,100
Tax recoverable - 13,385
Cash and cash equivalents 21 34,381,392 31,883,561
37,879,631 36,978,046

TOTAL ASSETS 168,237,251 167,335,666

EQUITY AND LIABILITIES


EQUITY ATTRIBUTABLE TO
OWNERS OF THE PARENT
Share capital 22 130,986,835 130,986,835
Reserves 23 3,639,272 3,639,272
Retained profits 6,827,144 6,011,359

TOTAL EQUITY 141,453,251 140,637,466

CURRENT LIABILITIES
Trade and other payables 25 26,696,000 26,698,200
Taxation 88,000 -

TOTAL LIABILITIES 26,784,000 26,698,200

TOTAL EQUITY AND LIABILITIES 168,237,251 167,335,666

The accompanying notes are an integral part of these financial statements.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 53


STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2019

Attributable to owners of the Parent

Capital
Share reserve Retained
capital -distributable profits Total
RM RM RM RM
Balance at 1 January 2018 130,986,835 3,639,272 6,014,089 140,640,196

Profit for the year - - 5,268,804 5,268,804

Total comprehensive income - - 5,268,804 5,268,804

Transactions with owners Dividends (Note 9) - - (5,271,534) (5,271,534)

Total transactions with owners - - (5,271,534) (5,271,534)

Balance at 31 December 2018 130,986,835 3,639,272 6,011,359 140,637,466

Balance at 1 January 2019 130,986,835 3,639,272 6,011,359 140,637,466

Profit for the year - - 3,978,706 3,978,706

Total comprehensive income - - 3,978,706 3,978,706

Transactions with owners Dividends (Note 9) - - (3,162,921) (3,162,921)

Total transactions with owners - - (3,162,921) (3,162,921)

Balance at 31 December 2019 130,986,835 3,639,272 6,827,144 141,453,251

The accompanying notes are an integral part of these financial statements.

54 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


STATEMENT OF CASH FLOWS
for the year ended 31 December 2019

2019 2018
NOTE RM RM
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before taxation 4,265,582 5,314,422
Adjustments for:
Interest income (1,307,375) (166,002)
Dividend income (3,231,220) (5,674,482)
Fair value changes on short term funds - 236,509
Gain on disposal of short term funds - (76,680)
Loss before working capital changes (273,013) (366,233)
Working capital changes:
Trade and other receivables - 7,460
Trade and other payables (2,200) -
Cash outflows from operations (275,213) (358,773)
Interest received 1,307,375 166,002
Tax paid (200,876) (34,000)
Tax refunded 15,385 14,641
Net cash inflows/(outflows) from operating activities 846,671 (212,130)

CASH FLOWS FROM INVESTING ACTIVITIES


Purchase of investment in associate company - (26,657,400)
Purchase of short term funds - (31,827,662)
Proceeds from disposal of short term funds - 31,667,833
Repayments of advances from subsidiary companies - 5,298,086
Dividend received 3,231,220 5,674,482
Repayment from/(advances to) an associated company 1,615,600 (4,846,800)
Net cash inflows/(outflows) from investing activities 4,846,820 (20,691,461)

CASH FLOWS FROM FINANCING ACTIVITY


(Repayments of advances to)/advances from a subsidiary company (32,739) 26,657,400
Dividend paid (3,162,921) (5,271,534)
Net cash (outflows)/inflows from financing activities (3,195,660) 21,385,866

NET INCREASE IN CASH AND


CASH EQUIVALENTS 2,497,831 482,275

CASH AND CASH EQUIVALENTS AT


BEGINNING OF YEAR 31,883,561 31,401,286

CASH AND CASH EQUIVALENTS AT


END OF YEAR 21 34,381,392 31,883,561

The accompanying notes are an integral part of these financial statements.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 55


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

1. BASIS OF PREPARATION

Marco Holdings Berhad is a public listed company incorporated and domiciled in Malaysia. The Company is
quoted on the Main Market of the Bursa Malaysia Securities Berhad.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of
the directors on 29 May 2020.

(a) Statement of compliance

The financial statements comply with the Malaysian Financial Reporting Standards (“MFRSs”), International
Financial Reporting Standards and the provisions of the Companies Act 2016 in Malaysia.

On 1 January 2019, the Group and the Company adopted the following new MFRSs, IC Interpretation and
Amendments to MFRSs mandatory for annual financial periods beginning on or after 1 January 2019:

Standards/IC Interpretation/Amendments

MFRS 16 – Leases

IC Interpretation 23 – Uncertainty over Income Tax Treatments

Amendments to MFRS 9 – Prepayment Features with Negative Compensation

Annual Improvements to MFRS Standards 2015 – 2017 Cycle:

• Amendments to MFRS 3 Definition of a Business

• Amendments to MFRS 112 Income Taxes

The adoption of the above new MFRSs, IC Interpretation and Amendments to Standards do not have any
material effect on the financial statements of the Group and of the Company except as disclosed in Note 33.

The following new Amendments to MFRSs have been issued and are relevant but are not yet effective to
the Group and the Company:

Standards/IC Interpretation/Amendments Effective date


Amendments to MFRS 101 – Definition of Material 1 January 2020
Amendments to MFRS 108 – Definition of Material 1 January 2020
Amendments to MFRS 137 – Definition of Material 1 January 2020
Amendments to References to the Conceptual Framework in MFRS Standards 1 January 2020
Amendments to MFRS 101 – Classification of Liabilities as Current or Non-current 1 January 2022

The initial adoption of the new Amendments to MFRSs does not have any material effect on the financial
statements.

(b) Functional and presentation currency

The financial statements are presented in Ringgit Malaysia which is the Group’s and the Company’s
presentation currency.

The functional currency of the Company is Ringgit Malaysia.

56 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

1. BASIS OF PREPARATION (continued)

(c) Basis of measurement

The financial statements are prepared under the historical cost convention unless otherwise indicated in
the accounting policies.

(d) Use of estimates and judgments

The preparation of financial statements requires management to make judgments, estimates and
assumptions that affect the reported amounts of assets, liabilities, income and expenses, and the disclosure
of contingent liabilities at the reporting date. However uncertainty about these assumptions and estimates
could result in outcomes that could require a material adjustment to the carrying amount of the assets or
liabilities affected in the future.

Key sources of estimation uncertainty

The key assumptions concerning the future and other major sources of estimation uncertainty at the end
of the reporting period that have significant risk of resulting in material adjustment to the Group’s carrying
amounts of assets and liabilities within the next financial year are discussed below:

(i) Inventories written down

In estimating net realisable values, management reviews the inventories’ aging and applies certain
percentages of write down on those inventories that are aged more than 240 days. The percentages
are determined based on the experience and judgement of the management. The carrying amount at
the reporting date is disclosed in Note 19.

(ii) Impairment of receivables

The Group applied a forward looking impairment basis to calculate the lifetime expected credit losses
on trade receivables. The Group assess the credit risk on trade receivables by using internal rating
criteria that categorized the customers into different type of credit ratings. Further details are disclosed
in Note 3(a) and Note 20.

Significant judgements

(i) Deferred tax assets

Deferred tax assets are recognised for all deductible temporary differences to the extent that it is
probable that future taxable profit will be available against which all deductible temporary differences
can be utilised. Management judgment is required to determine the amount of deferred tax assets
that can be recognised, based upon the likely timing and level of expected taxable profits as well as
application of income tax regulations. Details of deferred tax assets are disclosed in Note 18.

(ii) Leases

In determining the lease term, the Company considers all facts and circumstances that create an
economic incentive to exercise an extension option. Extension options are only included in the lease
term if the lease is reasonably certain to be extended. Details of right of use assets and lease liabilities
are disclosed in Note 14 and Note 24.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 57


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

2. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently to the periods presented in these financial
statements unless otherwise stated in Note 33.

(a) Basis of consolidation

(i) Business combinations

Business combinations are accounted for using the acquisition method from the acquisition date,
which is the date on which control is transferred to the Group.

The Group measures the cost of goodwill at the acquisition date as:
• the fair value of the consideration transferred; plus
• the recognised amount of any non-controlling interests in the acquiree; plus
• if the business combination is achieved in stages, the fair value of the existing equity interest in
the acquiree; less
• the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities
assumed.

When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.

For each business combination, the Group elects whether it measures the non-controlling interests in
the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets
at the acquisition date.

Transaction costs, other than those associated with the issue of debt or equity securities, that the
Group incurs in connection with a business combination are expensed as incurred.

(ii) Acquisitions of non-controlling interests

The Group treats all changes in its ownership interest in a subsidiary that do not result in a loss of
control as equity transactions between the Group and its non-controlling interest holders. Any difference
between the Group’s share of net assets before and after the change, and any consideration received
or paid, is adjusted to or against Group reserves.

(iii) Loss of control

Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the
subsidiary, any non-controlling interests and the other components of equity related to the subsidiary.
Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Group retains
any interest in the previous subsidiary, then such interest is measured at fair value at the date that
control is lost. Subsequently it is accounted for as an equity accounted investee or as a financial asset
at fair value depending on the influence retained.

(iv) Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-
group transactions, are eliminated in preparing the consolidated financial statements except when an
unrealised loss may indicate an impairment loss that requires recognition in the consolidated financial
statements.

58 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

(a) Basis of consolidation (continued)

(v) Non-controlling interest

Non-controlling interests at the end of the reporting period, being the equity in a subsidiary not
attributable directly or indirectly to the equity holders of the Parent, are presented in the consolidated
statement of financial position and consolidated statement of changes in equity within equity,
separately from equity attributable to the owners of the Parent. Non-controlling interests in the results
of the Group is presented in the consolidated statement of comprehensive income as an allocation of
the profit or loss and the comprehensive income for the year between non-controlling interests and
owners of the Parent.

(b) Subsidiary companies

Subsidiaries are entities, including unincorporated entities, controlled by the Company. The financial
statements of subsidiaries are included in the consolidated financial statements from the date that control
commences until the date that control ceases. Control exists when the Group is exposed, or has rights,
to variable returns from its involvement with the entity and has the ability to affect those returns through
its power over the entity. In assessing control, potential voting rights are considered when such rights are
substantive. The Group considers it has de facto power over an investee when, despite not having the
majority of voting rights, it has the current ability to direct the activities of the investee that significantly affect
the investee’s return.

In the separate financial statements of the Company, investments in subsidiaries are measured at cost less
any impairment losses, if any.

(c) Property, plant and equipment

All items of property, plant and equipment are initially recorded at costs.

Cost includes expenditures that are directly attributable to the acquisition of the asset and any other
costs directly attributable to bringing the asset to working condition for its intended use, and the costs of
dismantling and removing the items and restoring the site on which they are located.

Subsequent costs are included in the assets’ carrying amounts or recognised as separate assets, as
appropriate, only when it is probable that future economic benefits associated with the items will flow to the
Company and the costs of the items can be measured reliably. The carrying amount of the replaced part is
derecognised. All other repairs and maintenance are charged to the profit or loss as incurred.

Subsequent to recognition, property, plant and equipment are stated at cost less accumulated depreciation
and accumulated impairment losses, if any.

Depreciation is provided for on a straight-line basis to write off the cost of each asset to its residual value
over its estimated useful life, at the following annual rates:

%
Renovation 10
Furniture, fittings and office equipment 10 – 33
Motor vehicles 20

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 59


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

(c) Property, plant and equipment (continued)

The residual values, useful lives and depreciation methods 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.

An item of property, plant and equipment is derecognised upon 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 net carrying amount is recognised in the profit or loss.

(d) Intangible assets

Intangible assets of the Group relate to computer software which are measured initially at cost. Following
initial acquisition, intangible assets are measured at cost less any accumulated amortisation and
accumulated impairment losses.

Intangible assets with finite useful lives are amortised over their estimated useful lives on a straight-line
basis of 20% per annum.

The amortisation period and the amortisation method for an intangible asset with a finite useful life are
reviewed annually.

Gain or loss arising from derecognition of an intangible asset is measured as the difference between the net
disposal proceed and the carrying amount of the asset and is recognised in profit or loss when the asset is
derecognised.

(e) Inventories

Inventories are valued at the lower of costs and net realisable values. Costs of goods for resale and spare
parts comprise the original costs of purchase and the costs of bringing the inventories to their present
locations and conditions. Cost is determined on the weighted average basis. Net realisable value is the
estimated selling price in the ordinary course of business less the estimated cost necessary to make the
sale.

(f) Taxes

Tax charged on the profit or loss for the year comprises current and deferred taxes. Current year tax is
the expected amount of income taxes payable in respect of the taxable profit for the year and is measured
using the tax rates that have been enacted at the reporting date.

Deferred tax liabilities and assets are provided for under the liability method in respect of temporary
differences between the carrying amount of an asset or liability in the statement of financial position and its
tax base including unused tax losses and capital allowances. Deferred tax is measured at the tax rates that
are expected to apply in the period when the asset is realised or the liability is settled, based on the tax laws
that have been enacted or substantively enacted at the reporting date.

A deferred tax asset is recognised only to the extent that it is probable that taxable profit will be available
against which the deductible temporary differences can be utilised. The carrying amount of a deferred
tax asset is reviewed at each reporting date. If it is no longer probable that sufficient taxable profit will be
available to allow the benefit of part or all of that deferred tax asset to be utilised, the carrying amount of the
deferred tax asset will be reduced accordingly. When it becomes probable that sufficient taxable profit will
be available, such reductions will be reversed to the extent of the taxable profit.

60 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

(g) Revenue recognition

Revenue is recognised when the control of the goods is transferred, being when the goods are delivered
to the customer and the customer has the significant risks and rewards of ownership of the goods i.e.
the customer has full discretion over the channel and price to sell the goods, and there is no unfulfilled
obligation that could affect the customer’s acceptance of the goods. Sales of services are recognised when
the services are rendered.

No element of financing is deemed present as credit terms given are consistent with market practice.

The Group’s obligation to provide a warranty service or replacement for faulty products under the standard
warranty terms is recognised as a provision.

Revenue from rental income is recognised when services are rendered as this is the point in time that the
consideration is unconditional.

Dividend income is recognised when the right to receive payment is established.

(h) Impairment of assets

The carrying amounts of the Group’s and Company’s assets other than inventories, deferred tax assets
and financial assets that are within the scope of MFRS 9, are reviewed at each reporting date to determine
whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is
estimated and an impairment loss is recognised whenever the recoverable amount is less than the carrying
amount of the asset. The impairment loss is recognised in the profit or loss immediately. All reversals of an
impairment loss are recognised as income immediately in the profit or loss.

(i) Share capital

An equity instrument is any contract that evidences a residual interest in the assets of the Company after
deducting all its liabilities. Ordinary shares are classified as equity instruments.

Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction
costs.

(j) Employee benefits

(i) Short term employee benefits

Wages, salaries, bonuses and social security contributions are recognised as expenses in the year
in which the associated services are rendered by employees of the Group. Short term accumulating
compensated absences such as paid leave are recognised when services are rendered by employees
that increase their entitlement to future compensated absences.

(ii) Defined contribution plans

As required by law, companies in Malaysia make contributions to the state pension scheme, the
Employees Provident Fund (“EPF”).

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 61


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

(k) Leases

The Group as lessee

From 1 January 2019, a lease is recognised as a right-of-use (‘ROU’) asset and a corresponding liability at
the date on which the leased asset is available for use by the Group (i.e. the commencement date).

(i) Lease term

In determining in the lease term, the Group considers all facts and circumstances that create an
economic incentive to exercise an extension option, or not to exercise a termination option. Extension
options (or periods after termination options) are only included in the lease term if it is reasonably
certain to be extended (or not to be terminated).

The Group reassess the lease term upon the occurrence of a significant event or change in
circumstances that is within the control of the Group and whether the Group is reasonably certain
to exercise an option not previously included in the determination of lease term or not to exercise an
option previously included in the determination of the lease term. A revision in lease term results in
remeasurement of the lease liabilities.

(ii) ROU assets

ROU assets are initially measured at cost comprising the following:

• The amount of the initial measurement of lease liability;


• Any lease payments made at or before the commencement date less any lease incentive
received;
• Any initial direct costs; and
• Decommissioning or restoration costs.

ROU assets that are not investment properties are subsequently measured at cost, less accumulated
depreciation and impairment loss (if any). The ROU assets are generally depreciated over the shorter
of the asset’s useful life and lease term on a straight-line basis. If the Group is reasonably certain to
exercise a purchase option, the ROU asset is depreciated over the underlying asset’s useful life. In
addition, the ROU assets are adjusted for certain remeasurement of the lease liabilities.

(iii) Lease liabilities

Lease liabilities are initially measured at the present value of the lease payments that are not paid at
that date. The lease payments include the following:

• Fixed payments (including in-substance fixed payments), less any lease incentive receivable;
• Variable lease payments that are based on an index or rate, initially measured using the index or
rate as at commencement date;
• Amounts expected to be payable by the Group under residual value guarantees;
• The exercise price of a purchase and extension options if the Group is reasonably certain to
exercise that option; and
• Payments of penalties for terminating the lease, if the lease term reflects the Group exercising
that option.

62 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

(k) Leases (continued)

(iii) Lease liabilities (continued)

Lease payments are discounted using the interest rate implicit in the lease. If the rate cannot be readily
determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing
is used. This is the rate that the individual lessee would have to pay to borrow the funds necessary
to obtain an asset of similar value to the ROU in a similar economic environment with similar term,
security and conditions.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit
or loss over the lease period so as to produce a constant periodic rate of interest on the remaining
balance of the liability for each period.

Variable lease payments that depend on sales are recognised in profit or loss in the period in which
the condition that triggers those payments occurs.

(iv) Reassessment of lease liabilities

The Group is also exposed to potential future increases in variable lease payments that depend on an
index or rate, which are not included in the lease liability until they take effect. When adjustments to
lease payments based on an index or rate take effect, the lease liability is remeasured and adjusted
against the ROU assets.

(v) Short term leases and leases of low value assets

Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise
IT equipment and small items of office furniture. Payments associated with short-term leases of
equipment and vehicles and all leases of low-value assets are recognized on a straight-line bases as
an expense in profit or loss.

The Group has applied MFRS 16 retrospectively, but has elected not to restate comparative information.
As a result, the comparative information provided continues to be accounted for in accordance with the
Group’s previous accounting policy as follows:

(i) Classifications

A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and
rewards incidental to ownership of the underlying asset to the lessee. All leases that do not transfer
substantially all the risks and rewards are classified as operating leases.

(ii) Operating leases – the Group as lessee

Operating lease payments are recognised as an expense on a straight-line basis over the term of the
relevant lease. The aggregate benefit of incentives provided by the lessor is recognised as a reduction
of rental expense over the lease term on a straight-line basis.

The Group as lessor

Rental income from operating leases is recognised on a straight line basis over the term of the relevant
lease.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 63


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

(l) Foreign currencies

For each entity in the Group, transactions denominated in foreign currencies are translated and recorded
at the rates of exchange prevailing at the respective dates of transactions. At the end of each reporting
period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the
end of the period. Non-monetary items carried at fair values that are denominated in foreign currencies are
retranslated at the rates prevailing at the dates the fair values were determined. Non-monetary items that
are measured at their historical cost amounts continue to be translated at their historical rates and are not
retranslated.

All exchange differences arising on settled transactions and on unsettled monetary items are recognised in
profit or loss in the period they arise.

(m) Financial instruments

Financial instruments are recognised on the statements of financial position when the Group and the
Company have become parties 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.

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.

Financial assets

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 and the Company.

(i) Classification

The Group and the Company classify their financial assets in the following measurement categories:

• those to be measured subsequently at fair value (either through other comprehensive income, or
through profit or loss), and
• those to be measured at amortised cost.

The classification depends on the Group’s and the Company’s business model for managing the
financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or other
comprehensive income. For investments in equity instruments that are not held for trading, this will
depend on whether the Group and the Company have made an irrevocable election at the time of initial
recognition to account for the equity investment at fair value through other comprehensive income.

The Group and the Company reclassify debt instruments when and only when its business model for
managing those assets changes.

64 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

(m) Financial instruments (continued)

(ii) Measurement

At initial recognition, the Group and the Company measure a financial asset at their fair value plus, in
the case of a financial asset not at fair value through profit or loss, transaction costs that are directly
attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair
value through profit or loss are expensed in profit or loss.

Financial assets with embedded derivatives are considered in their entirety when determining whether
their cash flows are solely payment of principal and interest.

Debt Instruments

Subsequent measurement of debt instruments depends on the Group’s and the Company’s business
model for managing the asset and the cash flow characteristics of the asset. There are three
measurement categories into which the Group and the Company classify their debt instruments:

(a) Amortised costs

Assets that are held for collection of contractual cash flows where those cash flows represent
solely payments of principal and interest are measured at amortised cost. Interest income from
these financial assets is recognised using the effective interest rate method. Any gain or loss
arising on derecognition is recognised in profit or loss together with foreign exchange gains and
losses.

(b) Fair value through other comprehensive income (FVOCI)

Assets that are held for collection of contractual cash flows and for selling the financial assets,
where the assets’ cash flows represent solely payments of principal and interest, are measured
at FVOCI. Movements in the carrying amount are taken through, other comprehensive income
(OCI), except for the recognition of impairment gains or losses, interest income and foreign
exchange gains and losses which are recognised in profit or loss. When the financial asset is
derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity
to profit or loss. Interest income from these financial assets is recognised using the effective
interest rate method.

(c) Fair value through profit or loss (FVTPL)

Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value
through profit or loss. Any gain or loss on a debt instrument that is subsequently measured at fair
value through profit or loss is recognised in profit or loss.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 65


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

(m) Financial instruments (continued)

(ii) Measurement (continued)

Equity Instruments

The Group and the Company subsequently measure all equity investments at fair values.

Where the Group and the Company have elected to present fair value gain and losses on equity
investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or
loss following the derecognition of the investment.

Changes in the fair value of financial assets at fair value though profit or loss are recognised in profit
or loss.

(iii) Impairment

The Group and the Company assess on a forward looking basis the expected credit loss associated
with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied
depends on whether there has been a significant increase in credit risk.

Financial liabilities

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 and the Company.

The Group and the Company shall recognise a financial liability on their statements of financial position
when the entity becomes party to the contractual provisions of the instruments.

Financial liabilities are derecognised when it is extinguished i.e. when the obligation specified in the contract
is discharged or cancelled or expired.

(i) Financial liabilities at fair value through profit or loss ( “FVTPL”)

Financial liabilities are classified as at FVTPL when the financial liability is either held for trading or it
is designated as at FVTPL.

A financial liability is classified as held for trading if:

• It has been acquired principally for the purpose of selling it in the near term;

• Part of a portfolio of identified financial instruments that are managed together and there are
recent actual pattern of short-term profit-taking;

• It is a derivative (except for financial guarantee contract or a designated and effective hedging
instrument).

(ii) Other financial liabilities

Other financial liabilities are financial liabilities that are not classified as financial liabilities at FVTPL.

66 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

(m) Financial instruments (continued)

Financial liabilities (continued)

(ii) Other financial liabilities (continued)

Other financial liabilities are initially recognised at fair value plus transactions costs. Financial liabilities
carried at fair value through profit or loss are initially recognised at fair value and transactions costs
are expensed in the profit or loss.

Other financial liabilities are subsequently carried at amortised cost using the effective interest method.
Financial liabilities at FVTPL are measured at fair value except for derivatives liability that are linked
to and must be settled by delivery of such unquoted equity instruments whose fair value cannot be
reliably measured are measured at cost.

Gains or losses arising from changes in fair value from financial liabilities classified at FVTPL are
recognised in profit or loss.

Gains or losses from other financial liabilities carried at amortised costs are recognised through profit
or loss.

(n) Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short term, highly liquid
investments that are readily convertible to cash with insignificant risk of changes in value.

(o) Dividends

Dividends on ordinary shares are recognised as liabilities when the obligation to pay is established.
The distribution to owners is recognised as dividend payable when the dividend has been appropriately
authorised.

(p) Earning per share (“EPS”)

Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company
by the weighted average number of ordinary shares outstanding during the year.

Diluted EPS is calculated by dividing the profit or loss attributable to ordinary shareholders and the weighted
average number of ordinary shares in issue during the financial year plus the weighted average number
of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into
ordinary shares.

(q) Provisions

Provisions are recognised when the Group and the Company have a present obligation (legal or constructive)
as a result of past events and it is probable that an outflow of economic resources will be required to settle
the obligation and the amount of the obligation can be estimated reliably.

Provisions are revised annually and adjusted to reflect the best estimate of the expenditure required to
settle the present obligations at the end of the reporting period.

When the Group and the Company expect some or all of a provision to be reimbursed, the reimbursement
is recognised as a separate asset, but only when the reimbursement is virtually certain.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 67


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

(r) Investment properties

Investment properties are properties which are held either to earn rental income or for capital appreciation
or for both.

Cost includes expenditure that is directly attributable to the acquisition of the investment property. The cost
of self-constructed investment property includes the cost of materials and direct labour, any other costs
directly attributable to bringing the investment property to a working condition for its intended use, and
capitalised borrowing costs.

Investment properties are stated at cost less accumulated amortisation and impairment losses.

Amortisation is charged to profit or loss on a straight-line basis over the estimated useful life of 80 to 91
years.

Where an indication of impairment exists, the carrying amount of the assets is assessed and written down
immediately to its recoverable amount.

An investment property is derecognised on its disposal, or when it is permanently withdrawn from use and no
future economic benefits are expected from its disposal. The difference between the net disposal proceeds
and the carrying amount is recognised in profit or loss in the period in which the item is derecognised.

(s) Segment reporting

For management purposes, the Group is organised into operating segments based on their products
and services which are independently managed by the respective segment managers responsible for the
performance of the respective segments under their charge. The segment managers report directly to the
management of the Company who regularly review the segment results in order to allocate resources to
the segments and to assess the segment performance. Additional disclosures on each of these segments
are shown in Note 32, including the factors used to identify the reportable segments and the measurement
basis of segment information.

(t) Fair value measurement

For assets, liabilities and equity instruments (whether financial or non-financial items) that require fair value
measurement or disclosure, the Group establishes a fair value measurement hierarchy that categorises
into three levels the inputs to valuation techniques used to measure fair value. This fair value hierarchy
gives the highest priority to quoted prices (unadjusted) in active markets for identical assets, liabilities or
equity instruments and the lowest priority to unobservable inputs.

A fair value measurement of an item is classified as a Level 1 measurement if it is estimated using a quoted
price in an active market. The active market is the principal market for the asset or liability or, in the absence
of a principal market, the most advantageous market for the asset or liability; and for which the Group can
enter into a transaction for the asset or liability at the price in that market at the measurement date.

In the absence of Level 1 inputs, a fair value measurement of an item is classified as a Level 2 measurement
if it is estimated by an established valuation technique using inputs from the marketplace that are observable
for substantially the full term of the asset or liability.

In the absence of both Level 1 and Level 2 inputs, a fair value measurement of an item is classified as a
Level 3 measurement if it is estimated by an established valuation technique using unobservable inputs,
including internally developed assumptions.

68 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

(u) Associated company

An associate is an entity over which the Group has significant influence. Significant influence is the power
to participate in the financial and operating policy decisions of the investee, but is not control or joint control
over those policies.

The Group’s investments in its associate is accounted for using the equity method.

Under the equity method, the investment in an associate is initially recognised at cost. The carrying amount
of the investment is adjusted to recognise changes in the Group’s share of net assets of the associate since
the acquisition date.

Unrealised gains and losses resulting from transactions between the Group and the associate are eliminated
to the extent of the interest in the associate.

The financial statements of the associate are prepared for the same reporting period as the Group. When
necessary, adjustments are made to bring the accounting policies in line with those of the Group.

In the separate financial statements of the Company, investment in associated company is stated at cost
less impairment losses, if any.

3. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group’s financial risk management policy seeks to ensure that adequate financial resources are available
for the development of the Group’s businesses whilst managing its market risk, liquidity risk and credit risk, whilst
the Company’s operating, investing and financing activities expose the Company to liquidity and credit risk. The
Board of Directors reviews and agrees on policies for managing each of these risks and they are summarised
below. It is and has been throughout the year under review, the Group’s policy that no trading in derivative
financial instruments shall be undertaken.

(a) Credit risk management

Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default
on its obligations. The Group’s exposure to credit risk arises primarily from trade and other receivables
whereas the Company’s exposure to credit risk arises primarily from other receivables.

For banks and financial institutions, only major banks are accepted.

The Group’s and the Company’s objective is to seek continual revenue growth while minimising losses
incurred due to increased credit risk exposure. The Group trades only with recognised and creditworthy
third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to
credit verification procedures. In addition, receivable balances for Group and Company are monitored on
an on-going basis.

As at the reporting date, the Group has no significant concentration of credit risks whilst 95% of the
Company’s receivables were due from an associated company.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 69


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

3. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(a) Credit risk management (continued)

The Group has applied a forward-looking impairment policy to calculate the lifetime expected credit losses
on trade receivables. The Group assesses the credit risk on the trade receivables by using internal ratings
criteria that categorised the customers into different customers’ portfolio, based on past repayment records,
length of account establishment, security deposits and purchasing power. Thereafter it is probability-
weighted to incorporate all available information which is relevant to the assessment including but not
limited to information about past events and current conditions. The Group further identities the trade
receivables into three types of credit ratings i.e. Performing (CA 1 and CA2), Under-Performing (CA 3 and
CA 4) and Non-Performing (CA 5). The expected credit losses are as follows:

i) CA 1 and CA 2 – creditworthy customers with good payment records and losses incurred infrequently;
ii) CA 3 – debts more than 90 days past due is impaired at 50%;
iii) CA 4 – debts more than 90 days past due is impaired at 90%; and
iv) CA 5 – debts more than 90 days past due is impaired at 100%.

On that basis, the loss allowance was determined as follows:

GROUP
As at 31 December 2019

Trade receivables
Debts more than
90 days past due
CA 1 CA 2 CA 3 CA 4 CA 5 Total
Expected credit loss rate 0% 0% 50% 90% 100%
Gross carrying
amount (RM) 5,948,100 2,484,372 6,802,093 3,840,265 401,309 19,476,139
Loss allowance (RM) - - 2,188 7,346 15,119 24,653

As at 31 December 2018

Trade receivables
Debts more than
90 days past due
CA 1 CA 2 CA 3 CA 4 CA 5 Total
Expected credit loss rate 0% 0% 50% 90% 100%
Gross carrying
amount (RM) 4,794,850 2,146,141 5,931,872 4,021,101 612,290 17,506,254
Loss allowance (RM) - - 22,099 31,097 22,749 75,945

Generally debts are fully written off when there is no reasonable expectation of recovery include, amongst
others where debts past due for more than a year and not subject to enforcement activity.

The Group and the Company applied the 12 month expected credit losses on receivables, deposits, cash
and cash equivalents and the credit risk is considered low thus no impairment is required.

70 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

3. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(b) Liquidity risk management

Liquidity risk is the risk that the Group and the Company will encounter difficulty in meeting financial
obligations due to shortage of funds. The Group’s and the Company’s exposure to liquidity risk arises
primarily from mismatches of the maturities of financial assets and liabilities. The Group’s and the Company’s
objective is to maintain a balance between continuity of funding and flexibility through the use of stand-by
credit facilities.

The table below analyses the Group’s and the Company’s non-derivative financial liabilities into relevant
maturity groupings based on the remaining period at the reporting date to the contractual maturity date:

Within 1 Year 2 – 5 years Total


RM RM RM
GROUP
As at 31 December 2019
Non-derivative financial liabilities
Trade and other payables 9,020,348 - 9,020,348
Lease liabilities 1,105,699 4,879,868 5,985,567
Bank guarantee given to third party 1,000,000 - 1,000,000

As at 31 December 2018
Non-derivative financial liabilities
Trade and other payables 11,201,480 - 11,201,480
Bank guarantee given to third party 1,009,000 - 1,009,000

COMPANY
As at 31 December 2019
Non-derivative financial liabilities
Trade and other payables 26,696,000 - 26,696,000
Letter of undertaking given to banks for
facilities granted to subsidiary companies 26,605,000 - 26,605,000

As at 31 December 2018
Non-derivative financial liabilities
Trade and other payables 26,698,200 - 26,698,200
Letter of undertaking given to banks for
facilities granted to subsidiary companies 26,605,000 - 26,605,000

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 71


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

3. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(c) Market risk

(i) Foreign currency risk management

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in foreign exchange rates.

The Group has transactional currency exposures primary arising from sales or purchases that are
denominated in a currency other than the respective functional currency of Group which is in Ringgit
Malaysia (RM). The foreign currency in which these transactions are denominated is mainly in US
Dollar (“USD”).

During the year, there is no formal hedging policy with respect to foreign exchange risk exposure. The
Group monitors its foreign exchange risk exposure on an on-going basis and endeavours to keep the
net exposure at an acceptable level.

At the reporting date, the Group’s profit and equity is not materially affected by the movement in
foreign exchange rate of foreign currencies.

(ii) Interest rate risk management

Interest rate risk is the risk that the fair value or future cash flows of financial instruments will fluctuate
because of changes in market interest rates. The Group’s exposure to interest rate risk arises primarily
from its deposits with licensed banks.

The Group’s exposure to interest rate risk is minimum because its fixed deposits are at fixed rate.

4. CAPITAL RISK MANAGEMENT

The primarily objective of the Group’s and the Company’s capital management is to ensure that it maintains a
strong credit rating and healthy capital ratio in order to support its business and maximise shareholders’ value.

The Group and the Company manage their capital structures and make adjustments to them, in light of changes
in economic conditions. To maintain or adjust the capital structures, the Group and the Company may adjust the
dividend payment to shareholders, return of capital to shareholders or issue new shares. No changes were made
in the objectives, policies or processes during the reporting period.

Ordinary share capital and retained earnings are considered as Capital of the Group and of the Company.

The Group and the Company are not subject to any externally imposed capital requirements.

72 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

5. FINANCIAL INSTRUMENTS BY CATEGORIES AND THEIR FAIR VALUE ESTIMATION

CARRYING AMOUNT
2019 2018
RM RM
GROUP
Financial assets

Financial assets measured at amortised cost


- Trade and other receivables excluding prepayments,
advances to suppliers and GST recoverable 23,340,569 22,466,234
- Cash and cash equivalents 88,375,188 83,091,482

Financial assets measured at fair values through profit


or loss
- Unquoted shares 220 220

Financial liabilities

Other financial liabilities measured at amortised cost


- Trade and other payables 9,020,348 11,201,480
- Lease liabilities 5,985,567 -

CARRYING AMOUNT
2019 2018
RM RM
COMPANY
Financial assets

Financial assets measured at amortised cost


- Trade and other receivables 3,498,239 5,081,100
- Cash and cash equivalents 34,381,392 31,883,561

Financial assets measured at fair values through profit


or loss
- Unquoted shares 220 220

Financial liabilities

Other financial liabilities measured at amortised cost


- Trade and other payables 26,696,000 26,698,200

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 73


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

5. FINANCIAL INSTRUMENTS BY CATEGORIES AND THEIR FAIR VALUE ESTIMATION


(continued)

FAIR VALUE ESTIMATION

Fair value hierarchy is as follows:

Level 1 - quoted prices (unadjusted) in active market for identical assets or liabilities.
Level 2 - inputs other than quoted prices included within level 1 that are observable for the assets or
liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - inputs for the assets or liabilities that are not based on observable market data (unobservable
inputs).

Investment properties are measured at level 3 of the fair value hierarchy. The estimated fair value of the investment
properties is RM56,450,000 measured using the comparison method as valued by a professional valuer.

For financial assets and financial liabilities that are not carried at fair value, their carrying amounts are reasonable
approximation of their fair values due to their short term nature.

6. REVENUE

GROUP COMPANY
2019 2018 2019 2018
RM RM RM RM
Revenue from contracts with customers 149,573,990 150,332,446 - -
Dividend income from financial assets
at fair value through profit or loss
- Money market fund - 827,662 - 827,662
Dividend income from financial assets
at fair value through profit or loss
- Unquoted shares 20 20 20 20
Dividend income from an
associated company - - 3,231,200 4,846,800
Operating lease rental income
from investment properties* 180,000 180,000 - -
149,754,010 151,340,128 3,231,220 5,674,482

The Group and the Company derive revenue from the transfer of goods and rendering of services at a point in
time.

* This is a cancellable operating lease whereby one month notice is required to terminate this agreement.

74 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

7. PROFIT BEFORE TAXATION


GROUP COMPANY
2019 2018 2019 2018
RM RM RM RM
Profit before taxation is stated after
charging and (crediting):
Amortisation of intangible assets 319,263 285,368 - -
Amortisation of investment property 500,363 500,363 - -
Auditors’ remuneration:
current year 76,000 81,000 27,000 30,000
overprovision in prior year (5,000) (9,648) (5,000) (4,030)
Depreciation of right-of-use assets 831,165 - - -
Depreciation of property, plant and equipment 522,928 392,077 - -
(Income)/expense for financial assets
at amortised costs:
loss allowance for receivables 3,159 33 - -
reversal of loss allowance for receivables (54,451) (81,925) - -
Directors’ remuneration:
fees 114,000 114,000 102,000 102,000
other emoluments # 3,394,322 3,020,113 - -
Direct operating expenses of
investment properties 63,793 63,793 - -
Gain on disposal of property, plant and equipment (199) (656) - -
Income from financial assets
at amortised costs:
interest income from fixed deposits (2,817,895) (747,544) (1,307,375) (166,002)
Lease interest expense 150,898 - - -
(Reversal)/allowance for inventories written down 1,113,682 (1,216,022) - -
(Income)/expense on financial assets and
financial liabilities at amortised cost:
realised loss/(gain) on foreign exchange 30,112 (806,992) - -
unrealised loss on foreign exchange 35,188 630 - -
(Income)/expense on financial assets
at fair value through profit or loss:
gain on disposal of short term funds - (166,268) - (76,680)
fair value changes on short term funds - 571,607 - 236,509
dividend income from short term funds - (1,077,298) - -
Intangible asset written off 23 - - -
Inventories written off 23,790 242,125 - -
Short term lease – rental of office premises 124,256 - - -
Operating lease – Rental of office premises *** - 228,383 - -
Operating lease – Rental income from premises** (4,200) (4,200) - -
Property, plant and equipment written off 144,177 2 - -
Reversal on provision of repair warranty - (14,817) - -
Addition for provision for repair warranty 12,699 4,022 - -

* Included in employee benefit expenses of the Group are amounts totalling RM1,152,519 (2018:
RM1,041,436) contributed to the Employees’ Provident Fund.
** This is a cancellable operating lease whereby the tenant needs to give one month’s notice for termination
of this agreement.
*** These consist of cancellable operating leases whereby the Group needs to give zero to one month notice
for termination of these agreements, and non-cancellable operating leases whereby the operating lease
commitments are disclosed in Note 28 to the financial statements.
# The estimated monetary value of other benefits not included in the above received by the directors of the
Group is RM7,200 (2018: RM7,200).

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 75


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

8. TAXATION

GROUP COMPANY
2019 2018 2019 2018
RM RM RM RM
(a) Current Malaysian taxation 4,515,484 4,599,400 284,000 36,000
Deferred taxation (Note 18) 59,500 (4,000) - -
4,574,984 4,595,400 284,000 36,000
Underprovision of taxation
in prior year 27,249 112,721 2,876 9,618
4,602,233 4,708,121 286,876 45,618

(b) Reconciliation of tax expense and accounting profit :


GROUP COMPANY
2019 2018 2019 2018
RM RM RM RM
Accounting profit 20,106,985 18,498,798 4,265,582 5,314,422
Tax at the applicable tax rate 4,825,677 4,439,709 1,023,740 1,275,461
Tax effect of expenses that
are not deductible in
determining taxable profit 299,481 301,849 35,753 218
Tax effect of income that are
not included in determining
taxable profit (559,257) (356,500) (775,493) (1,239,679)
Movement from unrecognised
deferred tax assets 39,724 255,479 - -
Underprovision of deferred
tax assets in prior year (30,641) (45,137) - -
Underprovision of taxation in
prior year 27,249 112,721 2,876 9,618
Tax expense 4,602,233 4,708,121 286,876 45,618

The corporate tax rate is 24% (2018: 24% or less subject to fulfilling certain criteria). In the following year,
the corporate tax rate remains at 24%. Consequently, deferred tax assets in Note 18 are measured using
this rate.

(c) The Company is able to distribute its distributable reserves by way of dividend.

76 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

9. DIVIDEND

GROUP AND COMPANY


2019 2018
RM RM
Paid:

First and Final single tier dividend of 0.30 sen per share for
year ended 31 December 2018 3,162,921 -
First and Final single tier dividend of 0.50 sen per share for
year ended 31 December 2017 - 5,271,534
3,162,921 5,271,534

Proposed:

First and final single tier dividend of 0.30 sen per share
(2018: 0.30 sen per share) for year ended 31 December - 3,162,921
Dividend per share (Sen) - 0.30

At the forthcoming Annual General Meeting, a first and final single tier dividend of 0.30 sen per share amounting
to RM3,162,921 will be proposed for shareholders’ approval.

10. EARNINGS PER SHARE

(a) Basic

Basic earnings per share is calculated by dividing the consolidated profit for the year, attributable to owners
of the parent and the weighted average number of ordinary shares issued and paid up during the financial
year.

GROUP
2019 2018
RM RM
Consolidated profit for the year (RM) 15,504,752 13,790,677

Weighted average number of ordinary shares in issue 1,054,306,850 1,054,306,850


Basic earnings per share (sen) 1.47 1.30

(b) Diluted

Diluted earnings per share is calculated by dividing the consolidated profit for the year, attributable to
owners of the parent and the weighted average number of ordinary shares in issue during the financial year
that have been adjusted for the effects of all dilutive potential ordinary shares.

GROUP
2019 2018
RM RM
Consolidated profit for the year (RM) 15,504,752 13,790,677

Weighted average number of ordinary shares in issue 1,054,306,850 1,054,306,850


Diluted earnings per share (sen) 1.47 1.30

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 77


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

11. PROPERTY, PLANT AND EQUIPMENT

Furniture, fittings
and office Motor
equipment vehicles Renovation Total
RM RM RM RM
GROUP
2019
At cost

At 1 January 2019 1,197,935 1,371,212 528,253 3,097,400


Additions 744,749 - 2,719,072 3,463,821
Disposal (1,399) - - (1,399)
Written off (487,405) - (525,453) (1,012,858)
At 31 December 2019 1,453,880 1,371,212 2,721,872 5,546,964

Accumulated Depreciation

At 1 January 2019 1,061,902 574,850 382,248 2,019,000


Charge for the year 138,101 265,538 119,289 522,928
Disposal (1,398) - - (1,398)
Written off (465,995) - (402,686) (868,681)
At 31 December 2019 732,610 840,388 98,851 1,671,849

Net book value

At 31 December 2019 721,270 530,824 2,623,021 3,875,115

GROUP
2018
At cost

At 1 January 2018 1,186,362 1,079,999 528,253 2,794,614


Additions 18,633 291,213 - 309,846
Disposal (2,630) - - (2,630)
Written off (4,430) - - (4,430)
At 31 December 2018 1,197,935 1,371,212 528,253 3,097,400

Accumulated Depreciation

At 1 January 2018 975,606 309,023 349,351 1,633,980


Charge for the year 93,353 265,827 32,897 392,077
Disposal (2,629) - - (2,629)
Written off (4,428) - - (4,428)
At 31 December 2018 1,061,902 574,850 382,248 2,019,000

Net book value

At 31 December 2018 136,033 796,362 146,005 1,078,400

78 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

12. INTANGIBLE ASSETS

GROUP
2019 2018
RM RM
Computer software
At cost
At 1 January 2,264,399 2,157,303
Additions 237,358 107,096
Written off (187,560) -
At 31 December 2,314,197 2,264,399

Accumulated amortisation

At 1 January 1,434,909 1,149,541


Charge for the year 319,263 285,368
Written off (187,537) -
At 31 December 1,566,635 1,434,909

Net carrying amount 747,562 829,490

13. INVESTMENT PROPERTIES


GROUP
2019 2018
RM RM
Leasehold land
At cost
At 1 January and 31 December 44,246,841 44,246,841

Accumulated amortisation

At 1 January 4,002,904 3,502,541


Charge for the year 500,363 500,363
At 31 December 4,503,267 4,002,904

Net carrying amount 39,743,574 40,243,937

Investment properties comprise two lots of vacant land as at the financial year end.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 79


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

14. RIGHT-OF-USE ASSETS


GROUP
Properties
RM
At cost
At 1 January 2019 Note 33 (adoption of MFRS 16) 606,904
Additions 6,139,838
At 31 December 2019 6,746,742

Accumulated depreciation

At 1 January 2019 -
Charge for the year 831,165
31 December 2019 831,165

Net book value

31 December 2019 5,915,577

Right-of use assets amounting to RM6,746,742 were acquired from leases.

15. SUBSIDIARY COMPANIES

COMPANY
2019 2018
RM RM
Shares in unquoted corporations, at cost:
Ordinary shares 65,500,004 65,500,004
Redeemable non-convertible non-cumulative
preference shares (“RNCNCPS”) 38,200,000 38,200,000
103,700,004 103,700,004
Impairment losses (4) (4)
103,700,000 103,700,000

The salient features of the RNCNCPS subscribed by the Company are as follows:

(i) The RNCNCPS holders shall have the same right as the holders of ordinary shares to attend and vote at
general meeting of the issuer. The preference shares shall on poll carry one vote for every one share issued
and paid up.

(ii) Unless with the consent of existing RNCNCPS holders, there shall be no further preference shares issued
ranking in priority above the preference shares already issued except for preference shares ranking equally
therewith.

(iii) In the event of winding-up or other return of capital, the RNCNCPS holders shall be entitled to the repayment
in priority to any payment to the holders of ordinary shares of the issuer.

(iv) The fully paid RNCNCPS are redeemable at the issuer’s option, at its par value plus a redemption premium
per share and any dividend accrued on them, at any time out of distributable profits or proceeds of fresh
issue of shares.

(v) Non-cumulative preferential dividends are payable at a rate to be determined by the issuer in priority to any
payment to the holders of any other class of shares out of the profits of the investee company available for
dividend.

80 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

15. SUBSIDIARY COMPANIES (continued)

The subsidiary companies which were incorporated in Malaysia are:

Percentage of issued
share capital held by
the Company
Name of company Principal activities 2019 2018
Marco Corporation (M) Sdn. Bhd. Importation and distribution of calculators,
time pieces and electronic musical instruments. 100% 100%
Marco Heritage (M) Sdn. Bhd. The Company is dormant since 31 August
2018. 100% 100%
Azamara Sdn. Bhd. Investment holding. 100% 100%
Golden Grandeur Sdn. Bhd. Dormant. 100% 100%
Held by Marco Corporation (M) Sdn Bhd
Marco Worldwide Sdn. Bhd. Importation, exportation and distribution of
calculators and time pieces. 100% 100%
Surpass Sdn. Bhd. On-line trading of time pieces,
digital camera, electronic calculators and
electronic musical instruments. 100% 100%

16. ASSOCIATED COMPANY

GROUP COMPANY
2019 2018 2019 2018
RM RM RM RM
Shares in unquoted corporation, at cost 26,657,400 26,657,400 26,657,400 26,657,400
Dividend income (8,078,000) (4,846,800) - -
Share of post-acquisition profit 2,325,741 - - -
20,905,141 21,810,600 26,657,400 26,657,400

The associated company which was incorporated in Malaysia is:

Percentage of issued
share capital held by
the Company
Name of company Principal activity 2019 2018
Time Galerie (M) Sdn. Bhd. Retailing of watches, clocks, gifts 40.39% 40.39%
and other accessories

The principal place of business is at Lot 6, Jalan Murai 2, Batu Complex, 51100 Kuala Lumpur.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 81


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

16. ASSOCIATED COMPANY (continued)

The summarised financial information of the associated company is as follows:

GROUP
2019
RM
Assets and liabilities
Non-current assets 4,869,760
Current assets 47,833,558
52,703,318

Non-current liabilities 655,030


Current liabilities 9,998,223

10,653,253

Net assets 42,050,065

Reconciling to carrying amounts:

Opening net assets at 1 January 44,291,855


Profit for the year 5,758,210
Dividends paid (8,000,000)
Closing net assets at 31 December 42,050,065

Group’s shares in % 40.39%

Group’s shares in associated company 16,984,021


Goodwill 3,921,120
Carrying amount 20,905,141

17. OTHER INVESTMENTS

GROUP AND COMPANY


2019 2018
RM RM
Financial assets at fair value through profit or loss:
Unquoted shares 220 220

82 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

18. DEFERRED TAX ASSETS

GROUP
2019 2018
RM RM
At 1 January 1,543,000 1,539,000
Deferred tax expenses arising from and reversal of
temporary differences (90,141) (41,137)
Underprovision of deferred tax assets in prior year 30,641 45,137
Transferred from profit or loss (Note 8) (59,500) 4,000
At 31 December 1,483,500 1,543,000

The components of deferred tax liabilities and assets that are recognised during the financial year are as follows:

GROUP
2019 2018
RM RM
Deferred tax liabilities:
Capital allowances in excess of depreciation (75,756) (106,520)
Deferred tax assets:
Loss allowance for receivables 5,916 18,227
Allowance for inventories written down 727,145 471,588
Provision for repair warranty 54,890 51,842
Unused tax losses 59,709 84,155
Others 711,596 1,023,708
1,483,500 1,543,000

The amounts of deferred tax assets that are not recognised in the statement of financial position are as follows:

GROUP
2019 2018
RM RM
Unused tax losses 60,615 229,426
Allowance for inventories written down 12,759 9,303
73,374 238,729

19. INVENTORIES

GROUP
2019 2018
RM RM
At the lower of cost and net realisable value
Goods for resale:
Electronic calculators and timepieces 25,459,343 21,598,487
Electronic musical instruments and camera 1,214,886 6,092
Goods-in-transit 8,107,399 10,219,139
Spare parts 99,444 106,912
34,881,072 31,930,630

Inventories are written down based on the experience and judgment of the management on the basis that they
reflect expected selling prices for such inventories. Obsolete inventories are written off.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 83


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

20. TRADE AND OTHER RECEIVABLES

GROUP COMPANY
2019 2018 2019 2018
RM RM RM RM
Trade receivables 19,476,139 17,506,254 - -
Loss allowance (24,653) (75,945) - -
19,451,486 17,430,309 - -
Other receivables 53,665 90,370 - -
GST recoverable 83,276 380,650 - -
Deposits 604,218 98,755 4,719 4,719
Advances to suppliers 127,268 157,305 - -
Prepayments 89,186 32,757 - -
Amounts due from subsidiary companies
- - 262,320 229,581
- current account
Amount due from an associated company
- current account 3,231,200 4,846,800 3,231,200 4,846,800
23,640,299 23,036,946 3,498,239 5,081,100

Trade receivables are non-interest bearing and on 30 days to 120 days terms.

The Group’s trade receivables denominated in currencies other than the functional currency are as follows:

GROUP
2019 2018
RM RM
US Dollar - 217,582

The Group’s other receivables denominated in currencies other than the functional currency are as follows:

GROUP
2019 2018
RM RM
US Dollar 48,665 82,401

Loss allowance

GROUP
2019 2018
RM RM
Opening loss allowance at 31 December – MFRS 139 75,945 653,853
Amounts restated through opening retained profits - (496,016)
Opening loss allowance at 31 December – MFRS 9 75,945 157,837
Increase in loss allowance 3,159 33
Reversal of unused amount (54,451) (81,925)
At 31 December 24,653 75,945

Amounts due from subsidiary companies and an associated company are interest free and repayable on demand.

84 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

21. CASH AND CASH EQUIVALENTS

GROUP COMPANY
2019 2018 2019 2018
RM RM RM RM
Cash in hand 12,669 12,669 1,031 1,031
Bank balances 22,418,755 16,251,215 603,753 882,530
Fixed deposit with licensed banks 65,943,764 66,827,598 33,776,608 31,000,000
Total cash and cash equivalents 88,375,188 83,091,482 34,381,392 31,883,561

Cash and cash equivalents of the Group denominated in currencies other than the functional currency comprise
RM2,102,341 in US Dollar and nil in Swiss Franc. (2018: RM17,208 in US Dollar and RM6,006 in Swiss Franc).

Fixed deposits of the Group and Company are placed for a periods of 90 days to 365 days (2018: 90 days to 365
days) and interests earned are at respective short term deposit rates.

22. SHARE CAPITAL

GROUP AND COMPANY GROUP AND COMPANY


2019 2018
No. of No. of
Shares RM Shares RM
Ordinary shares
At 1 January 1,054,306,850 130,986,835 1,054,306,850 130,986,835
At 31 December 1,054,306,850 130,986,835 1,054,306,850 130,986,835

The holders of ordinary shares are entitled to receive dividend as and when declared by the Company.

All ordinary shares carry one vote each without restriction and rank equally with regards to the distribution of the
Company’s residual assets.

23. RESERVES

GROUP COMPANY
2019 2018 2019 2018
RM RM RM RM
Revaluation reserve 1,209,666 1,209,666 - -
Capital reserve - - 3,639,272 3,639,272
1,209,666 1,209,666 3,639,272 3,639,272

The nature and purpose of each category of reserves are as follows:

(a) Revaluation reserve - non-distributable

This reserve includes the cumulative net change, net of tax effect, arising from the revaluation of certain
investment property above its cost in previous years.

(b) Capital reserve - distributable

The capital reserve represents gain on disposals of investments in previous years.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 85


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

24. LEASE LIABILITIES

GROUP
2019 2018
RM RM
Minimum lease payments:
Within one year 1,290,846 -
Two to five years 5,233,029 -
6,523,875 -
Less: Future finance charges (538,308) -
Present value 5,985,567 -

Repayment due:
Within one year 1,105,699 -
Two to five years 4,879,868 -
5,985,567 -

25. TRADE AND OTHER PAYABLES

GROUP COMPANY
2019 2018 2019 2018
RM RM RM RM
Trade payables 35,915 350,273 - -
Retained deposits from dealers 1,780,094 1,786,860 - -
Other payables 279,786 344,512 - -
Accruals and deposits 6,924,553 8,719,835 38,600 40,800
Amount due to a subsidiary
company – current account - - 26,657,400 26,657,400
9,020,348 11,201,480 26,696,000 26,698,200

Trade payables are non-interest bearing and on 30 days to 60 days terms.

Trade payables denominated in currency other than the functional currency are as follows:

GROUP
2019 2018
RM RM
US Dollar 7,072 350,260
Euro - 13
7,072 350,273

Other payables are non-interest bearing and generally are on 30 to 60 days terms.

Amount due to a subsidiary company is unsecured, interest free and repayable on demand.

86 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

26. PROVISIONS

GROUP
2019 2018
RM RM
Repair warranty

At 1 January 216,009 226,804


Additions 12,699 4,022
Reversal - (14,817)
At 31 December 228,708 216,009

A provision is recognised for expected warranty claims on certain products sold. Management applies certain
percentage to calculate the provision for repair warranty that is determined based on their experience and
judgement in relation to the level of repairs and returns.

27. SIGNIFICANT RELATED PARTY TRANSACTIONS

COMPANY
2019 2018
RM RM

Rental of premises payable to a company in which


certain directors have controlling interests 753,948 -

Dividend income from an associated company,


Time Galerie (M) Sdn. Bhd. 3,231,200 4,846,800

28. LEASE COMMITMENTS


The future minimum lease payments under non-cancellable operating lease for rental of office premises are as
follows:

GROUP
2019 2018
RM RM

Within one year - 77,004

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 87


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

29. CONTINGENT LIABILITIES

GROUP COMPANY
2019 2018 2019 2018
RM RM RM RM
Secured
Bank guarantee given to third party 1,000,000 1,009,000 - -

Unsecured
Letter of undertaking given to
banks for credit facilities granted
to subsidiary companies - - 26,605,000 26,605,000

Bank guarantee is secured by way of corporate guarantee given by the Company.

30. COMPENSATION OF KEY MANAGEMENT PERSONNEL

The key management personnel comprise directors having authority and responsibility for planning, directing
and controlling the activities of the Group and of the Company either directly or indirectly.

GROUP COMPANY
2019 2018 2019 2018
RM RM RM RM
Short term employees’ benefits 3,515,522 3,141,313 102,000 102,000

31. CAPITAL COMMITMENT

GROUP
2019 2018
RM RM
Contracted but not provided for in the financial statements 72,520 3,660,706

88 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


32. SEGMENT INFORMATION
Business Segments

For management purposes, the Group is organised into the following two reportable operating segments based on products and services:

(i) Distribution of electronic calculators, time pieces, musical keyboards and digital cameras; and
(ii) Others including investment holding and dormant companies.

Management monitors the operating results of the business units separately for the purpose of making decisions about resource allocation and
performance assessment. Segment performance is evaluated based on operating profit or loss which, in certain respects as explained in the table
below, is measured differently from operating profit or loss in the consolidated financial statements.

Distribution of
electronic calculators,
time pieces, digital
musical keyboards and Adjustments/
digital cameras Others eliminations Notes Consolidated
2019 2018 2019 2018 2019 2018 2019 2018
RM RM RM RM RM RM RM RM
Revenue:
External customers 149,573,990 150,332,446 3,411,220 1,007,682 (3,231,200) - 149,754,010 151,340,128
Inter-segment - - - - - - (i) - -

Total revenue 149,573,990 150,332,446 3,411,220 1,007,682 (3,231,200) - 149,754,010 151,340,128


for the year ended 31 December 2019
NOTES TO THE FINANCIAL STATEMENTS

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


89
32. SEGMENT INFORMATION (continued)

90
Business Segments (continued)

Distribution of
electronic calculators,
time pieces, digital
musical keyboards and Adjustments/
digital cameras Others eliminations Notes Consolidated
2019 2018 2019 2018 2019 2018 2019 2018
RM RM RM RM RM RM RM RM
Results
Segment profit 17,142,431 18,425,048 3,902,646 106,383 (938,092) (32,633) 20,106,985 18,498,798
Income tax expenses 4,281,001 4,628,277 321,232 79,844 - - 4,602,233 4,708,121
Interest income (1,510,520) (581,542) (1,307,375) (166,002) - - (2,817,895) (747,544)
Material non-cash items:
Depreciation and
amortisation 1,673,356 677,445 500,363 500,363 - - 2,173,719 1,177,808
Reversal of allowance
for impairment on
receivables (54,451) (80,673) - - - - (54,451) (80,673)
Inventories written off 23,790 242,125 - - - - 23,790 242,125
Allowance/(reversal) for
inventories written down 1,113,682 (1,263,022) - - - - 1,113,682 (1,263,022)
Loss allowance for
receivables 3,159 33 - - - - 3,159 33
Fair value changes in
for the year ended 31 December 2019

short terms funds - 335,098 - 236,509 - - - 571,607

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


Assets and liabilities
NOTES TO THE FINANCIAL STATEMENTS

Segment assets 120,871,243 131,126,381 204,623,522 177,461,828 (105,876,768) (104,938,676) (ii) 219,617,997 203,649,533
Segment liabilities 16,461,438 12,920,607 27,088,722 26,740,599 (26,919,721) (26,657,400) (iii) 16,630,439 13,003,806

Additions of
non-current assets 10,449,368 416,942 - - - - 10,449,368 416,942
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

32. SEGMENT INFORMATION (continued)

Business Segments (continued)

Notes to the nature of adjustments and eliminations to arrive at amounts reported in the consolidated financial
statements:

(i) Inter-segment revenue are eliminated on consolidation.


(ii) Reconciling items of total reportable segments to the Group’s assets:

2019 2018
RM RM
Investment in associated company 20,905,141 21,810,600
Investment in subsidiaries (103,800,000) (103,800,000)
Inter-segment elimination (22,981,909) (22,949,276)
(105,876,768) (104,938,676)

(iii) Inter-segment liabilities are eliminated on consolidation.

Geographical segments

Revenue based on geographical


location of customers
2019 2018
RM RM
Malaysia 145,976,063 148,021,741
Indochina 3,777,947 3,318,387
149,754,010 151,340,128

The Group’s non-current assets are all located in Malaysia.

Information about major customer

Revenue from one major customer amounted to RM17,663,836 (2018: RM17,463,500), arising from sales of
electronic calculators and time pieces.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 91


NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019

33. SIGNIFICANT CHANGES IN ACCOUNTING POLICIES


In accordance with the transitional provisions for MFRS 16 – Leases, the Group has elected to use the simplified
retrospective transition method where the comparative information was not restated and the cumulative effects
of initial application of MFRS 16 where the Group is a lessee was recognised as an adjustment to the opening
balance as at 1 January 2019.

On initial adoption of MFRS 16, the Group recognises a right-of-use asset and the corresponding lease liabilities
in relation to leases which had previously been classified as “operating leases” under the principles of MFRS 117
Leases. These lease liabilities were measured at the present value of the remaining lease payments, discounted
using the lessee’s incremental borrowing rate as of 1 January 2019. The weighted average lessee incremental
borrowing rate used on 1 January 2019 was 6.91%.

The right- of -use assets were measured at the amount equal to the lease liability, adjusted by the amount of any
prepaid or accrued lease payments relating to the leases recognised in the statement of financial position as at
31 December 2018.

In applying MFRS 16 for the first time, the Group has used the following practical expedients permitted by the
standard:

• applying a single discount rate to a portfolio of leases with reasonably similar characteristics
• accounting for operating leases with a remaining lease term of less than 12 months as at 1 January 2019
as short-term leases
• using hindsight in determining the lease term where the contract contains options to extend or terminate the
lease.

In addition, the Group has elected not to reassess whether a contract is, or contains a lease at the date of initial
application. Instead, for contracts entered into before the transition date the Group relied on its assessment
made applying MFRS 117 and IC Interpretation 4 Determining whether an Arrangement Contains a Lease.

The impact on the carrying amounts of assets, liabilities and retained profits resulting from the adoption of MFRS
16 as at 1 January 2019 is as follows:

As at As at
31 December 2018 Effect on adoption 1 January 2019
- MFRS 117 of MFRS 16 - MFRS 16
RM RM RM
Operating right-of-use assets - 606,904 606,904
Operating lease liabilities - 606,904 606,904

Reconciliation of lease commitment to lease liability:

RM
Operating lease commitments disclosed as at 31 December 2018 77,004
Less: Short term leases not recognised as liability (39,204)
Discounted using the lessee’s incremental borrowing rate (4,268)
Add: Adjustment as a result of recognition of option to renew period 573,372
Lease liabilities recognised as at 1 January 2019 606,904

34. EVENT SUBSEQUENT TO THE REPORTING DATE


Subsequent to the reporting date, the Covid-19 pandemic has severely impacted global economies. Measures
taken to contain its spread have led to significant volatility of the financial markets and disruptions of businesses.
While this is potentially expected to have a negative impact on the Group and the Company’s results for the next
financial year, the Group and the Company are unable to estimate the magnitude of the impact at this time due
to uncertainty of the duration and the severity of the Covid-19 pandemic.

92 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


ANALYSIS OF SHAREHOLDINGS
As at 3 June 2020

A. SHARE CAPITAL

Total Number of Issued Shares : 1,054,306,850

Class of shares : Ordinary shares

Voting Rights : One vote for each ordinary share held

B. DISTRIBUTION OF SHAREHOLDINGS

Holdings No. of Holders Total Holdings % of Holdings


Less than 100 37 1,136 0.00
100 - 1,000 360 195,841 0.02
1,001 - 10,000 1,522 11,864,993 1.13
10,001 - 100,000 3,010 125,526,200 11.90
100,001 - less than 5% of issued shares 668 646,424,420 61.31
5% and above of issued shares 3 270,294,260 25.64
5,600 1,054,306,850 100.00

C. SUBSTANTIAL SHAREHOLDERS

Direct Interest
No. of % of
Name of Shareholders
Shares Holdings
1. Tan Sri Dato’ Tan Hua Choon 137,254,260 13.02
2. Dato’ Sri Tan Han Chuan 74,767,860 7.09
3. Puan Sri Datin Poo Choo @ Ong Poo Choi 58,272,140 5.53

D. DIRECTOR’S INTEREST IN SHARES

Direct Interest Deemed Interest


No. of % of No. of % of
Name of Director Shares Holdings Shares Holdings
Tan Sri Dato’ Tan Hua Choon 137,254,260 13.02 133,040,000* 12.62

* Deemed interested in the shareholdings of his spouse and child.

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 93


ANALYSIS OF SHAREHOLDINGS
As at 3 June 2020

E. THIRTY LARGEST REGISTERED SHAREHOLDERS

Name of Shareholders No. of Shares % of Holdings


1. Tan Sri Dato’ Tan Hua Choon 137,254,260 13.02
2. Dato’ Sri Tan Han Chuan 74,767,860 7.09
3. Puan Sri Datin Poo Choo @ Ong Poo Choi 58,272,140 5.53
4. Maybank Securities Nominees (Tempatan) Sdn Bhd
52,315,130 4.96
Beneficiary: Pledged Securities Account for Ong Huey Peng
5. Chew Boon Seng 49,844,300 4.73
6. Lee Pui Inn 48,539,100 4.60
7. Neoh Poh Lan 48,531,300 4.60
8. Maybank Securities Nominees (Tempatan) Sdn Bhd
48,389,300 4.59
Beneficiary: Pledged Securities Account for Lim Eng Huat
9. Ong Poh Lin 48,310,000 4.58
10. Chew Huat Heng 46,588,500 4.42
11. Maybank Securities Nominees (Asing) Sdn Bhd
39,131,500 3.71
Beneficiary: Pledged Securities Account for Ong Har Hong
12. Sin Len Moi 7,094,600 0.67
13. HLB Nominees (Tempatan) Sdn Bhd
5,000,000 0.47
Beneficiary: Pledged Securities Account for Tan Lai Kuan
14. Yong Yeong Jye 5,000,000 0.47
15. Cheng Hon Sang 4,946,000 0.47
16. CIMB Group Nominees (Asing) Sdn Bhd
3,840,000 0.36
Beneficiary: Exempt An for DBS Bank Ltd (SFS)
17. Lim Ah Chai 3,500,000 0.33
18. Lau Wan Ling 3,010,000 0.29
19. Maybank Nominees (Tempatan) Sdn Bhd
3,000,000 0.28
Beneficiary: Pledged Securities Account for Fong York Siang
20. Maybank Nominees (Tempatan) Sdn Bhd
2,965,000 0.28
Beneficiary: Roger Phiong Yoon Sam
21. Looi Chia Jan 2,700,000 0.26
22. Ong Ai Foon 2,536,900 0.24
23. Sin Len Moi 2,519,600 0.24
24. Yap Sing Fatt 2,517,000 0.24
25. Lim Tee Ngah 2,320,000 0.22
26. Tay Kak Chok 2,200,000 0.21
27. Macotrade Sdn Bhd 2,183,600 0.21
28. Tey Chern Chern 2,133,300 0.20
29. Ong Tey See 2,017,300 0.19
30. Lim Kim Hai 1,800,000 0.17

94 MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT


LIST OF GROUP PROPERTIES
As at 31 December 2019

Tenue/ Net Book


Approximate Value as at
Date Of Existing Age of Area 31.12.2019
Acquisition Location Description Use Building (sq. metres) (RM)

Leasehold
Lot No. 11282 to
(99 years,
11290 & 11292, Development
7.10.1995 Vacant expiring on 61,432 27,846,328
Mukim of Bukit Katil, Land
18.04.2102)
State of Melaka

Lot No. 8, Leasehold


Jalan Usahawan 6, (99 years,
23.01.1998 Industrial Land Vacant 10,112 11,897,246
Setapak expiring on
Kuala Lumpur 10.11.2093)

MARCO HOLDINGS BERHAD (196901000631) (8985-P) | 2019 ANNUAL REPORT 95


This page has been intentionally left blank
MARCO HOLDINGS BERHAD
(196901000631) (8985-P) (Incorporated in Malaysia) PROXY FORM

I/We ____________________________________________________________ NRIC No./Company No. ____________________


(full name in block letters)

of _______________________________________________________________________________________________________
(full address)

being a member of MARCO HOLDINGS BERHAD hereby appoint ____________________________________________________


_______________________________________________________________ NRIC No. _________________________________
(full name in block letters)

of _______________________________________________________________________________________________________
(full address)

representing _________________________________ percentage (%) of my/our shareholdings in the Company and/or failing him/her
_______________________________________________________________ NRIC No. _________________________________
(full name in block letters)

of _______________________________________________________________________________________________________
(full address)

representing ____________ percentage (%) of my/our shareholdings in the Company and/or failing him/her/them, the Chairman
of the Meeting as my/our proxy/proxies to attend and vote for me/us on my/our behalf at the Fiftieth Annual General Meeting (“50th
AGM”) of the shareholders of the Company which will be conducted in a fully virtual manner and entirely via remote participation and
voting at the Broadcast Venue at 29th Floor, Menara JKG, No. 282, Jalan Raja Laut, 50350 Kuala Lumpur, Malaysia on Thursday,
10 September 2020 at 10.30 a.m or any adjournment thereof.
The proxy/proxies is/are to vote on the Resolutions set out in the notice of the 50th AGM as indicated with an ‘X’ in the appropriate spaces. If no
voting instructions are given, the proxy/proxies may vote or abstain from voting at his/her/their discretion.

Ordinary Business For Against


Ordinary Resolution 1
Ordinary Resolution 2
Ordinary Resolution 3 (a)
Ordinary Resolution 3 (b)
Ordinary Resolution 3 (c)
Ordinary Resolution 4
Special Business For Against
Ordinary Resolution 5

No. of Shares held CDS Account No. Contact No.

Date this day of , 2020. ___________________________________


Signature/Common Seal
Notes:

1. A member entitled to attend and vote at this Annual General Meeting via Remote Participation Voting (“RPV”) is entitled to appoint one or more proxies (but not more than two)
to participate and vote instead of him. A proxy may but need not be a member of the Company. Where a member appoints more than one proxy, he shall specify the proportion
of his holding to be represented by each proxy, failing which the appointment shall be invalid.
2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under
the corporation’s common seal or under the hand of an officer or attorney duly authorised. The instrument appointing a proxy shall be deemed to confer authority to demand or
join in demanding a poll.
3. The appointment of a proxy may be made in a hard copy form or by electronic means in the following manner and must be received by the Company’s Poll Administrator not
less than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof :.
(i) In hard copy form
The proxy form must be deposited with Poll Administrator of the Company at Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical
Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer Service Centre at Unit G-3, Ground Floor,
Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.
(ii) By electronic form
The proxy form can be lodged electronically with the Poll Administrator of the Company via TIIH Online at https://tiih.online (applicable to individual shareholders only).
Kindly refer to the Information For Shareholders on the procedures for electronic lodgement of proxy form via TIIH Online.
4. Where a member of the Company is an authorised nominee as defined under the Central Depositories Act, it shall be entitled to appoint not more than two (2) proxies in respect
of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.
Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account
(“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.
Where an authorised nominee or an exempt authorised nominee appoints more than one proxy, the proportion of shareholdings to be represented by each proxy must be
specified in the instrument appointing the proxies.
5. Depositors whose names appear in the Record of Depositors on a date not less than three (3) market days before the Annual General Meeting shall be regarded as Member
of the Company entitled to participate and vote at the Annual General Meeting via RPV or appoint a proxy to participate and vote on his behalf.
FOLD HERE

STAMP

MARCO HOLDINGS BERHAD


(196901000631) (8985-P)
C/O Tricor Investor & Issuing House Services Sdn Bhd
Unit 32-01, Level 32, Tower A
Vertical Business Suite
Avenue 3, Bangsar South
No. 8, Jalan Kerinchi
59200 Kuala Lumpur.

FOLD HERE

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