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(21185-P) |

Annual Report







This Agenda item is meant for discussion only as under the provisions of Section 169(1) of the Companies Act, 1965 and the

Company’s Articles of Association, the Audited Financial Statements do not require the formal approval of shareholders and

hence, the matter will not be put forward for voting.


Ordinary Resolution 6

Proposed Renewal of the Authority for Shares Buy-Back

The proposed Ordinary Resolution 6, if passed, will empower the Directors to purchase the Company’s shares up to ten per

cent (10%) of the issued and paid-up share capital of Company by utilising the funds allocated out of the total retained profits

and the share premium of the Company. This authority, unless revoked or varied at a general meeting, will expire at the

conclusion of the next Annual General Meeting of the Company.

Based on the Company’s audited financial statements for the year ended 31 March 2016, the Company’s retained earnings

stood at RM67,502,000.

Ordinary Resolution 7

Proposed shareholders’ mandate for recurrent related party transactions of a revenue or trading nature

The proposed Ordinary Resolution 7, if passed, will empower the Company and/or its subsidiaries (“the Group”) to enter into

recurrent related party transactions of a revenue or trading nature which are necessary for the Group’s day-to-day operations,

subject to the transactions being carried out in the ordinary course of business on terms not more favourable to the related

parties than those generally available to the public and are not detrimental to the minority shareholders of the Company.

The details of the proposal are set out in the Circular to Shareholders dated 29 July 2016 which is circulated together with the

Annual Report.

Ordinary Resolutions 8 to 10

Continuing in office as an Independent Non-Executive Director

The Board of Directors of the Company, after having assessed the independence of Encik Rezal Zain bin Abdul Rashid, YBhg

Dato’ Adnan bin Shamsuddin and YBhg Datuk Alias bin Ali, who has served as an Independent Non-Executive Director of the

Company for a cumulative term of more than 9 years, recommends to retain them as Independent Non-Executive Directors of

the Company based on the following justifications:

a) Have fulfilled the criteria as an Independent Director as defined in the Main Market Listing Requirements of Bursa

Malaysia Securities Berhad, and therefore are able to bring independent and objective judgment to the Board;

b) Have provided effective check and balance in the proceedings of the Board and the Board Committees;


Have provided objectivity in decision making through unbiased and independent views as well as advice and judgment,

to the Board;

d) Have contributed sufficient time and effort and attended all the Committees and Board Meetings for an informed and

balanced decision making;

e) Have exercised due care during their tenure as Independent Non-Executive Directors of the Company and carried out

their professional and fiduciary duties in the interest of the Company and shareholders; and


Having been with the Company for more than 9 years and are familiar with the Group’s business operations, have

contributed actively and effectively during deliberations or discussions at Committees and Board meetings.



A member of the Company entitled to attend and vote is entitled to appoint a proxy to attend and vote in his stead. A

proxy need not be a member of the Company and a member may appoint more than two (2) proxies by specifying the

proportion of his shareholding to be represented by each proxy.


Where a member 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.


The instrument appointing the proxy must be deposited at the Registered Office of the Company, not less than 24 hours

before the time of holding the Meeting.


The voting at the 41


AGM will be conducted on a poll. The company will appoint independent scrutineers to verify the

results of the poll.