PADINI AnnualReport2014
PADINI AnnualReport2014
PADINI AnnualReport2014
Contents
2-4
Corporate Information
Corporate Structure
7-8
9 - 12
13 - 14
15 - 20
21 - 24
25
26 - 27
Profile of Directors
28 - 33
35 - 117
Analysis of Shareholdings
118
119 -123
124
Form of Proxy
125
Contents
Financial Statements
34
NOTICE IS HEREBY GIVEN that the Thirty Third Annual General Meeting of the Company will be held at No. 19
Jalan Jurunilai U1/20, Hicom Glenmarie Industrial Park, 40150 Shah Alam, Selangor Darul Ehsan on 12 December 2014
at 10:00 a.m. for the following purposes:AGENDA
Ordinary Business
1. To receive the Audited Financial Statements for the financial year ended 30 June 2014 together
with the Reports of the Directors and Auditors thereon.
(Ordinary
Resolution 1)
2. To approve payment of Directors fee of RM197,000.00 in respect of the financial year ended
30 June 2014 (2013 : RM135,000.00).
(Ordinary
Resolution 2)
3. To re-elect the following Directors who are retiring in accordance with Article 102(1) of the
Companys Articles of Association:(Ordinary
Resolution 3)
(Ordinary
Resolution 4)
4. To re-elect the following Directors who are retiring in accordance with Article 109 of the
Companys Articles of Association:(Ordinary
Resolution 5)
(Ordinary
Resolution 6)
(Ordinary
Resolution 7)
(Ordinary
Resolution 8)
Special Business
6. To consider and, if thought fit, to pass, with or without modifications, the following as an ordinary
resolution :
Proposed Renewal of the Authority for Padini to purchase up to Ten Percent (10%) of its
Issued and Paid-up Share Capital (Proposed Share Buy-Back)
THAT, subject to the Companies Act, 1965, the Articles of Association of the
Company, the Main Market Listing Requirements (Listing Requirements) of Bursa
Malaysia Securities Berhad (Bursa Securities) and the approval of such relevant
government and/or regulatory authorities where necessary, the Company be and is hereby
authorised to purchase its own ordinary shares (Shares) on the Bursa Securities (Proposed
Share Buy-Back) at any time, upon such terms and conditions as the Directors shall in their
discretion deem fit and expedient in the best interest of the Company provided that:(a) The aggregate number of Shares in the Company which may be purchased and/or held by the
Company shall not exceed ten percent (10%) of the prevailing issued and paid-up share capital
of the Company at the time of purchase and the compliance with the public shareholding
spread requirements as stipulated in Paragraph 8.02(1) of the Listing Requirements or such
other requirements as may be determined by Bursa Securities from time to time;
(b) The maximum funds to be allocated by the Company for the purpose of purchasing the Shares
shall not exceed the audited retained profits and/or share premium accounts of the Company
of RM247.537 million and RM3.772 million, respectively as at 30 June 2014;
(contd)
(c) The authority conferred by this resolution will commence after the passing of this ordinary
resolution and will continue to be in force until:(i) the conclusion of the next Annual General Meeting (AGM) at which time it shall lapse
unless by ordinary resolution passed at the meeting, the authority is renewed, either
unconditionally or subject to conditions; or
(ii) the expiration of the period within which the next AGM after that date is required by law
to be held; or
(iii) revoked or varied by ordinary resolution passed by the shareholders of the Company in
a general meeting;
whichever occurs first; and
(d) Upon the purchase by the Company of its own Shares, the Board of Directors (Board) be
and is hereby authorised to:(i) cancel all or part of the Shares purchased pursuant to the Proposed Share Buy-Back
(Purchased Shares); and/or
(Ordinary
Resolution 9)
To transact any other business for which due notice shall have been given.
FURTHER NOTICE IS HEREBY GIVEN THAT for the purpose of determining a member who shall be entitled to
attend this Thirty Third Annual General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd.
(Bursa Depository) in accordance with Article 67B of the Companys Articles of Association and Section 34 (1) of the
Securities Industry (Central Depositories) Act 1991 to issue a General Meeting Record of Depositors as at 5 December
2014. Only a depositor whose name appears on the Record of Depositors as at 5 December 2014 shall be entitled to attend
the said meeting or appoint proxy/proxies to attend and/or vote on his behalf.
BY ORDER OF THE BOARD
HO MUN YEE (MAICSA 0877877)
TAM FONG YING (MAICSA 7007857)
Company Secretaries
Selangor
20 November 2014
Notes:
(i) A member of the Company entitled to attend and vote at the above meeting, is entitled to appoint a proxy to attend and vote in his/her stead.
A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy without limitation and the
provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.
(ii) Where a member appoints more than one proxy, the appointment shall be invalid unless he/she specifies the proportions of his/her holdings
to be represented by each proxy.
(iii) 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 corporations seal or under the hand of an officer or attorney duly authorised.
(iv) The instrument appointing a proxy must be completed and deposited at the registered office of the Company at 3rd Floor, No. 17 Jalan
Ipoh Kecil, 50350 Kuala Lumpur not less than forty eight (48) hours before the time appointed for holding the meeting or adjourned
meeting (or in the case of a poll, not less than twenty-four (24) hours before the time appointed for the taking of the poll).
(iii) distribute the Treasury Shares as share dividends to the Companys shareholders for the
time being; and/or
(ii) retain all or part of the Purchased Shares as Treasury Shares; and/or
(contd)
No individual other than the retiring Directors are seeking election as a Director at the 33rd Annual General Meeting.
Corporate Information
For the financial year ended 30 June 2014
CHAIRMAN
MANAGING DIRECTOR
DIRECTORS
COMPANY SECRETARIES
AUDITORS
BDO
Chartered Accountants
PRINCIPAL BANKERS
REGISTERED OFFICE
Tel : 03 40443235
Fax : 03 40413959
PRINCIPAL PLACE OF BUSINESS
SHARE REGISTRAR
Main Market
Bursa Malaysia Securities Berhad
Corporate Information
Corporate Structure
For the financial year ended 30 June 2014
100%
MIKIHOUSE CHILDRENS WEAR SDN. BHD. (164485-U)
Corporate Structure
(50202-A)
100%
PADINI CORPORATION SDN. BHD. (22159-H)
100%
SEED CORPORATION SDN. BHD. (194391-K)
100%
YEE FONG HUNG (MALAYSIA) SDN. BHD. (15011-U)
100%
PADINI DOT COM SDN. BHD. (510558-H)
100%
VINCCI LADIES SPECIALTIES CENTRE SDN. BHD. (73404-H)
100%
VINCCI HOLDINGS SDN. BHD. (97644-K)
100%
THE NEW WORLD GARMENT MANUFACTURERS SDN. BHD. (80490-U)
100%
PADINI INTERNATIONAL LTD., HONG KONG (896012)
2010
RM
000
Revenue
2011
RM
000
Restated
2012#
RM
000
2013
RM
000
2014
RM
000
518,835
568,476 726,112
789,520
866,258
86,280
105,057 129,721
117,658
125,719
60,974
75,694
95,305
85,393
90,913
9.27
11.51
14.49
12.98
13.82
282,677 339,413
372,226
387,664
Net assets
234,332
35.6
43.0
51.6
56.6
58.9
4.5 sen
4 sen
6 sen
8 sen
11.5 sen
(contd)
866,258
13
789,520
12
726,112
11
568,476
10
518,835
150
300
450
600
750
900
125,719
13
117,658
12
129,721
11
105,057
10
86,280
30
60
90
120
150
180
387,664
13
372,226
12
339,413
11
282,677
10
234,332
70
140
210
280
350
420
58.9
13
56.6
12
51.6
11
43.0
10
35.6
10
20
30
40
50
60
Chairmans Statement
On behalf of the Board of Directors, I am pleased to present the Annual Report and the Audited Financial Statements of
Padini Holdings Berhad and its subsidiary companies (the Group) for the financial year ended 30th June 2014.
INDUSTRY TREND AND DEVELOPMENT
In the last twenty years, the retail industry in Malaysia has shown itself to be extremely resilient, dynamic, vibrant and
always keeping in step with changing times and demands. The continuous urbanization of the population and growth in
the size of the middle class have provided wide-ranging opportunities for the development of the retail industry. Despite
the fact that as far back as the late 1990s there was already the lament that the country was having too many square feet of
retail space per capita, the reality was that since then, many more iconic and world-class malls have been built and have
turned out to be successful. The many retail REITs now listed on the Bursa Malaysia clearly bear testimony to that. And
though the Malaysian retail market may be small, it has also not discouraged major international brands from coming
and establishing themselves here in ever greater numbers. All these developments are a clear reflection of the viability
of the retail industry.
In the past, developers built the structure and then sold it for profit; today, property-based businesses built the malls and
then rented them out to brand owners and retailers. That has changed everything. While the former saw the mall as a
golden egg to be sold for profit, the latter viewed the mall as a goose that lays the golden eggs, and as such modern-day
mall owners and operators do all that is needed to ensure that the malls they run or own stay as relevant and as attractive as
possible. The result from this change in perspective meant that our malls today benchmark against the best in the world.
Instead of just a place to which we will go when we want to buy some stuff, the mall today is a lifestyle destination, and
in most instances, that destination is filled with a wondrous and bewildering array of offerings which keeps the visitor
continually enthralled and keeps the visitor always wanting to go back again and again for more.
We just love going to the malls.
FINANCIAL RESULTS
For the financial year under review, the Group achieved consolidated revenues of RM866.3 million, a growth of 9.7%
over the previous years amount of RM789.5 million. Following an increase in gross profits of 8.5% over the same
period, profit before taxation climbed by 6.8%, from RM117.7 million achieved in the previous year to RM125.7 million
in the current financial year. Total comprehensive income for the financial year attributable to the owners of the Company
also rose 6.6% to RM91.1 million when compared to the amount of RM85.4 million achieved during the previous
financial year.
a second interim dividend of 2.5 sen per share (single tier), amounting to RM16,447,737 declared on 25th November
2013 was paid on 27th December 2013;
a special dividend of 1.5 sen per share (single tier), amounting to RM9,868,642 declared on 25th November 2013
was paid on 27th December 2013;
a third interim dividend of 2.5 sen per share (single tier), amounting to RM16,447,737 declared on 26th February
2014 was paid on 28th March 2014, and
a fourth interim dividend of 2.5 sen per share (single tier), amounting to RM16,447,737 declared on 28th May 2014
was paid on 27th June 2014.
BUSINESS REVIEW
The Groups domestic operations had continued to be the main driver of its revenues and profits, and garments, shoes,
fashion accessories made up the bulk of the products offered for sale.
In the domestic market, our products are sold through the numerous retail stores and consignment counters that the Group
manages. There are also several Vincci and PDI franchise stores in the smaller towns of Malaysia.
In markets abroad, the products are sold mostly through retail stores managed by licensees and dealers.
In respect of the financial year under review, the following dividends were declared and paid:
a first interim dividend of 2.5 sen per share (single tier), amounting to RM16,447,737 declared on 28th August 2013
was paid on 27th September 2013;
Chairmans Statement
DIVIDENDS
Chairmans Statement
(contd)
Chairmans Statement
The following tables provide a snapshot of the Groups retail network, broken down according to our brands, and markets,
as at the various dates indicated.
10
As at 30.6.2012
As at 30.6.2013
As at 30.6.2014
20
1
14
17
1
14
16
1
13
4
54
3
55
2
48
8
29
8
28
7
27
13
1
13
1
13
1
2
37
2
37
2
34
30
29
29
28
19
20
27
26
263
25
256
29
281
the 29 multi-brand stores as at 30th June 2014 contain a total of 206 stores-within-store (177 as at 30th June 2013)
showcasing the various brands of the Padini Group
Dealer Stores
Total
Locations
As at 30.6.2012
As at 30.6.2013
As at 30.6.2014
ASEAN
Saudi Arabia
UAE
Oman
Syria
Qatar
Bahrain
Pakistan
Egypt
Morocco
Kuwait
Thailand
14
24
13
2
3
2
2
2
1
2
16
81
9
24
15
2
3
2
2
3
2
2
1
15
80
11
23
18
2
3
2
2
4
2
2
1
15
85
Chairmans Statement
(contd)
FYE 30.6.2013
FYE 30.6.2014
RM223.7 million
RM 29.5 million
RM206.1 million
RM 17.6 million
RM245.8 million
RM 40.7 million
RM273.4 million
RM 43.2 million
RM87.0 million
RM 3.1 million
RM91.4 million
RM 8.3 million
RM194.8 million
RM 33.1 million
RM253.3 million
RM 44.0 million
RM27.9 million
RM 3.0 million
RM29.1million
RM 3.1 million
As can be seen from the above table, all the trading subsidiaries except Vincci have improved upon their performances.
A drop in Vincci sales at home plus the cessation of the operations of the V+ stores have caused revenues to contract by
about RM17.6 million; coupled with a 2% decline in gross margins earned, its profit before taxation fell considerably.
Though an analysis of the situation had pointed to several factors, the main problem here was that the general level
of design and quality of the merchandise offered for sale had over the years remained unchanged and had not kept in
step with the changing preferences of the market. While actions have been taken to address this deficiency, the scale of
Vinccis operations will mean that it may take some time before the decline can be reversed.
Cafe Operations
We are still operating two cafes, one at the Mid Valley Megamall and the other at our office in Shah Alam. Our singlebrand stores in Mid Valley are scheduled for closing after we have opened the larger format Padini Concept Store there,
and with that we will cease operations of the caf in Mid Valley for good. The caf at our Shah Alam head office will
however continue with its operations, primarily as a service for our staff and also for company functions. For the 2014
financial year, caf operations had incurred a loss of RM535,000.
11
Company
Vincci Ladies Specialties Centre SB
Revenues
Profit before Taxation
Padini Corporation SB
Revenues
Profit before Taxation
Seed Corporation SB
Revenues
Profit before Taxation
Yee Fong Hung (Malaysia) SB
Revenues
Profit before Taxation
Mikihouse Childrens Wear SB
Revenues
Profit before Taxation
Chairmans Statement
For the financial year under review, the individual performance of the 5 trading subsidiary companies is indicated in the
table below.
Chairmans Statement
(contd)
Future Outlook
Following the dip last year, we have recovered somewhat. Profit after taxation have risen from those achieved in the 2013
financial year. But the recent years have indeed been trying times.
At the time of writing this statement, fuel prices have just increased (with the attendant inflationary effects), and the
implementation of GST is a short five months away. Whatever may be said about the economic impact that these events
will have on consumption and ultimately on the retail industry, one thing is quite certain, business will still have to
continue. To deal with the changing market conditions and to remain relevant to our consumers as they drove the change,
we will definitely have to keep an open mind and to be courageous enough to craft strategies or to adopt decisions which
may not sit well with some stakeholders in the short-term but which will be beneficial for the Group over the long run.
The whole issue about the GST is not so much that our costs will rise but more as to how much it will affect the
consumers psychologically. Following the implementation on 1st April 2015, we are of the opinion that the immediate
retail sentiment will dampen and would probably recover only toward the end of the year when the Christmas festivities
return. What we do not know however is the size of the contraction in consumer demand that will result from the
imposition of the GST. We are of course hopeful that the measures announced in the recent budget will bring about
the expected positives, and that black swan events, especially within the Malaysian context, will not spring anymore
unpleasant surprises in the year ahead.
Be that as it may, we are hopeful that the 12 large-format stores that we have opened during the 2014 financial year
will help moderate the impact of any slowdown in consumer spending brought about by the imposition of the GST.
Furthermore we have also planned for an additional 6 Padini Concept Store and 6 Brands Outlet stores in the 2015
financial year and we expect that these new stores will further enhance both the Groups standing and profile besides
contributing to its revenues and bottom line.
ACKNOWLEDGEMENT
On behalf of the Board, I would like to extend my appreciation and thanks to one of our Board members, Ms Yeap Tien
Ching, who had resigned from the Board on the 30th April 2014.
Chairmans Statement
Other than that, appreciation and thanks also go to our management and our staff at all levels and positions for their
contributions and efforts in driving the Group forward. The Board and the Padini Group would also like to thank our
customers, business partners, bankers, advisors, and shareholders for their continued support. The Padini Group looks
forward to being able to create more value for all interested parties concerned.
12
The scope of CSR is very wide and encompasses the economic, environmental and social dimensions; however, no matter
the width of its embrace, the whole of CSR is ultimately aimed towards the improvement of the human condition.
For Padini Holdings Berhad, we have chosen to focus the main thrust of our CSR activities on the area of education and
practical training. On one hand, we wish to address, in part at least, the pressing issue of unemployable graduates, and on
the other, we hope that by providing practical pre-job training, we can over time build up a labour resource from which
we may select suitable candidates to fill executive-level vacancies available in Padini.
To achieve that, our Human Resource and Training Department set up the following 2 programmes :
1. Retail Trainee Programme : This programme was started towards the end of the 2010 financial year with the
objective of replacing the Management Trainee learning Programme which was introduced two years earlier.
This month-long programme is opened to fresh graduates interested in pursuing a career in retail, and it covers
both classroom and on-the-job training. While the classroom training imparts skills required to manage a
retail shop, and informs about the prospects and rewards of such a career, the on-the-job training exposes the
participants to the rigours and demands of the job. During the financial year under review, only one session
of this programme was conducted and a sum of RM6,400.00 was incurred for the payment of wages for the
trainees.
2. Graduate Retail Internship Programme : This programme was introduced in the 2012 financial year to replace
an earlier internship programme. While the latter stressed on exposing the participants to the more general
aspects of working life, the new programme has been expanded in the 2014 financial year to cover not just the
work environment of the retail shop but also to the activities of the departments that exist to provide support
to the retail outlets. Participants who must be existing undergraduate students spend the entire duration of the
programme rotated among the various departments at both the outlets and at the head office. This programme
which runs over a 3 to 6 month duration depending on the policies of the universities from which the participants
were selected, endeavours to expose the intern to the activities and work processes that a brand-owner retailer
does. In the year concerned, 17 students were enrolled in this programme and a total of nearly RM25,000.00 was
spent to conduct it.
Besides the above initiatives, we also have an industry-academic partnership with Inti Universal Holdings Berhad, which
works towards improving the quality and hence employability of our graduates. Besides developing business school
graduates that are more business-savvy and whose thinking processes are expanded by real-life examples, we also hoped
that by directly engaging with an institute of higher learning, we will be able to provide different perspectives and insights
to educators and academicians when it came to interpreting and teaching the so many disciplines of business, marketing
and management. During the year reviewed, the partnership had started on a classroom project involving 2 classes.
Generally the classroom project mimics consultancy work. Students are given a real-life problem that Padini faces and
the students will through various activities attempt to deliver a solution. Covering about 14 weeks, the classroom project
will involve collection of data, analyzing the data, drawing conclusions and then presenting the outcomes.
CSR Activities Other Aspects
Employees
Insurance & Welfare: All our full-time employees are provided at the Groups costs, with Personal Accidents,
Hospitalisation & Surgery, and Term Life insurance cover. The purpose of these insurance covers is to ensure
that in the event of illnesses, injury, disablement, or even death, a reasonably-sized financial cushion is made
available to the affected employee to help reduce the trauma of the unforeseen situations.
Education and Training: During the 2014 financial year, the Group spent about RM193,000.00 on 215 sessions
for in-house education and external training programmes for its employees. Training mostly covered job-specific
topics as well as general matters such effective communication, coaching skills, leadership, etc. A total of nearly
RM8,000.00 was also spent on external training and certification. Over the year and across the Group, each
eligible employee received an average of about 8.15 hours of training. As per Companys practice, leaves were
extended to those sitting for professional and other examinations.
13
But then it has often been mentioned that CSR initiatives should not be about philanthropy per se but that such initiatives
should be embedded into the business process so that they become a regular part of business strategies.
(contd)
14
Discounts: Generous discounts, ranging from 20 to 40% for the purchase of the Groups products are also made
available to all confirmed employees.
Labour Management relations: Our Group promotes and practices open communications across all levels of
staff and departments and all employees are aware that they can bring their work-related grievances, complaints,
etc., directly to the attention of an Executive Director of the Group.
Others: Talks on matters of health were conducted for employees to attend during normal office hours; awards
were given to employees for long service and for outstanding performance. From time to time, staff from our
HRT department was also given time off from work to attend talks and seminars conducted by the Malaysian
Federation of Employers.
Customers
14-day exchange policy for merchandise bought from our stores when accompanied by original receipts.
Philanthropy
During the year, employees from the Group visited the following homes, expending a total of 437.5 man-hours in the
process:
Besides engaging and interacting with the residents of the various Homes, the employees involved in the visits also
performed for the residents. Donations both monetary and in kind were also made from proceeds derived from a variety
of fund-raising activities conducted by the Kelab Kebajikan Syarikat Padini Holdings Berhad (formerly Caring From
The Heart) committee, a group consisting of employee volunteers from Padini. A total of RM20,000.00 in cash and kind
were donated to the homes mentioned.
Besides the above, the Group also donated clothings and umbrellas to various charities.
An in-house blood donation campaign which attracted 63 successful donations was organized by the Group HRT
department in collaboration with Pusat Darah Negara.
We sponsored 72 employees for a Lifecheck programme conducted by the National Kidney Foundation and made a
RM500.00 cash contribution to the Foundation to fund the operating cost of the Lifecheck Programme.
RM2,860.00 was also donated through UNICEF to the victims of typhoon Haiyan.
Environment
During the 2014 financial year, we had collected and sold for recycling a total of 2.06 tonnes of used paper and paper
products; the proceeds amounting to some RM550.00, while negligible, were used in part to fund some of the Groups
philanthropic activities.
Although the above are but tiny steps, the Group is committed to doing more for the good of the environment.
The Board fully recognises that its primary role as stewards of the Group must of necessity require it to dutifully act
always in the best interests, firstly of the Group and then of its shareholders. At the same time however, the Board is also
cognisant of the need to strike a proper balance between enhancing shareholders value and giving due consideration to
the interests of other stakeholders.
Chapter 15, Part E, Paragraph 15.25 of Bursa Malaysia Securities Berhads Main Market Listing Requirements have
been amended to take cognisance of the new Malaysian Code on Corporate Governance 2012 (MCCG 2012), and the
following presents a narrative statement provided by the Board describing how the Group has applied the Principles and
their corresponding Recommendations as set out in the MCCG 2012. Where the Recommendations relating to any one
Principle have not been followed, the position is clearly stated and if there are reasons for non-compliance, the reasons
are also given. However if alternatives have been adopted, they are also reported upon.
Principle 1 Establish clear roles and responsibilities
Recommendation 1.1
The Board Charter, available on the Groups website (www.padini.com), spells out in greater detail the responsibilities
of the Board as a whole and that of the Chairman and the CEO in particular. It also spells out matters that are reserved
specifically for its decision for approval and change.
Recommendation 1.2
It has long been recognised that both the Chairman of the Board who is an independent non-executive director, and the
Managing Director who is the de facto CEO of the Group, will play important leadership roles. The former leads the Board,
promotes objectivity in board deliberations and oversees how the Board conducts its relationships with management
while the latter provides leadership more specifically to the managers responsible for performance and profits.
In discharging its fiduciary functions, the Board has been guided primarily by the fact that the interests of the Company
and by extension, the subsidiaries that it owns, must always come first. Since the executive directors oversee the day-today running of the Groups activities and would have pertinent information relating to the Groups business as a whole,
they become the ones primarily responsible for raising issues needed to ensure the Groups sustainability. The Board
on the other hand questions whether the strategic plans that management proposes are appropriate for the Group taking
into consideration the competitive landscape in which the business operates; it also seeks assurance from management
as to whether the business of the Group has been properly managed to meet objectives that have been set. To ensure that
assessment of managements performance can be done objectively, the Board has decided to adopt KPIs for all senior
managers. To utilise the KPI system fairly and to its full advantage, an experienced external trainer and facilitator have
been contracted to conduct the necessary training programme. The Boards objective is not only to equip managers with
the skills needed to craft meaningful KPIs but more so to inculcate in the managers the right attitudes relating to the goals
and objectives of the business.
In its engagement with both the internal and external auditors, the Board is constantly reminded of the risks faced by the
Group when conducting its business. The Board is also cognisant of the fact that in business a certain amount of risks will
have to be taken. The main thing here is that a right balance needs to be struck between risks and gains. In furtherance of
this role, the Board has put in place a proper framework to identify, review, manage and report on both operational and
financial risks.
While the current cohort of senior managers have shown themselves competent for the roles and responsibilities entrusted
to them, the Board is aware that a formal and comprehensive programme that caters for identifying or recruiting suitable
candidates for succession is still not in place. This the Board understands is mainly due to the fact that currently the
scale of operations of the Group is still not sufficiently large enough for this issue to be dealt with in a meaningful and
economically efficient manner.
15
Although it can be claimed that the executives perform a dual role of being both members of the Board as well as of senior
management, their responsibilities as management relate mostly to providing leadership to the managers who are tasked
with doing the necessary on day-to-day basis to ensure achievement of the plan handed down by the Board.
As the Board is made up of both non-independent executive directors (which include among them, the Managing Director
or the CEO) and independent non-executive directors, the practice has been for the former, in their role as management,
to present strategic plans and objectives which they have prepared, in the various meetings of the Board so that the nonexecutives can review, provide inputs, and subsequently participate in making an informed collective decision to either
adopt the original or an amended plan.
(contd)
Where communication is concerned, the Group has a website (www.padini.com) and under the heading of Investor
Relations on the home page, a user can easily access any of the announcements, circulars, reports, etc., that the Company
has provided to Bursa Malaysia Securities Berhad (Bursa Malaysia). There is also an e-mail address under the same
heading for interested parties to contact us directly, and for social media and engagement, the Group also maintains a
Facebook page.
For shareholders and other parties interested in the business and development of the Group, we have an executive director
who is responsible for conducting the relevant investor-relations activities, and who actively engages with the investment
community on a regular basis.
In reviewing the adequacy and the integrity of the management information and internal controls system of the business,
the Audit Committee plays a pivotal role. Guided by the feedback and recommendations given by the internal and
external auditors, the Audit Committee engages regularly with the Board to ensure proper compliance with standards,
legal provisions and regulatory requirements. Our current Audit Committee is made up of three independent nonexecutivedirectors, all of whom are Chartered Accountants with experience in auditing, industry and commerce and
banking.
Recommendation 1.3
16
Ethical behaviour within the Group is promoted and governed within the Group by a formalised code of conduct that is
contained in the Groups Employment Manual. This code provides the parameters governing appropriate behaviours that
promote honesty and integrity and covers engagement with both employees and with third party stakeholders. It is to be
noted that since executive directors are bound to the Group by their respective contracts of service, they would also be
treated for the purposes of the code as employees and hence subject to the penalties stated for breaching of the code. At
the time of writing the Manual is in the final stages of update to accommodate new issues as well as to insert a new section
on procedures that guide whistleblowing activities. Upon completion of the Manual, a summary of the code of conduct
and the section on whistleblowing will be uploaded onto the Groups website as soon as possible.
In addition to the code contained in the Groups Employment Manual, the Board is also bound by a code of conduct for
its members, the details for which can be found on the Groups website.
Recommendation 1.4
On strategies to promote sustainability, they are viewed from the environmental, social and governance aspects.
Any form of economic activity is bound to impact upon the environment and the considerably lower prices that we
pay today for the products we use have been made possible by modern day production methods which operates on the
principle of division of labour. As such, while we sell apparels, we do not grow the cotton nor do we weave it into fabrics
or dye the fabrics into the colours we want. With OEM, we do not even manufacture the garment anymore. And after the
manufacturing, copious amounts of paper and plastics products are used in the transport and packaging of the finished
item just so they look presentable and appealing when they reach the stores. Considerable amounts of resources are
consumed and a fair bit of pollution is generated in the process of bringing the product to the market-place but there is no
guarantee that all that has been produced will be bought and consumed efficiently. Yes, we do give away unsold items
but even before that, all the packaging materials would already have been discarded (adding to rubbish)and the resources
that went into making them would have gone to waste. The very many activities that surround the apparels and footwear
retail trade have considerable impact on the environment but there is very little that can be done in the way of greening
the activities mentioned without raising costs considerably or without facing a very real prospect of a greatly reduced
business. As such from the environmental standpoint, there has not been a lot that we can do to promote environmental
sustainability. Yes we now only use bio-degradable plastic bags, we recycle paper products and try to use energy-efficient
lighting wherever possible, but these pale in comparison to the impact that the apparels trade has on the environment.
As social concerns go, our engagements with stakeholders are considerably better. This is primarily due to the fact that
especially in relation to the shareholder and to the employees, numerous statutory provisions are already in place that seek
to protect the rights of these two parties. For the shareholders, a large part of their rights are protected by the provisions
of the Companies Act and the Listing Requirements while employees are protected by the various labour ordinances,
industrial relations statutes as well as by numerous acts promoting their welfare and safety.
For the shareholders who wish to engage directly with the Group, the Groups website lists the name of a director responsible
for investor-related matters, together with an e-mail address and a telephone number. The statutes notwithstanding, our
policies relating to recruitment, career prospects, and rewards being merit-based, strengthen further the welfare of the
employees. Discrimination if any exists is dealt with as they surface and continually, employment policies are amended
to make the workplace more inclusive and diversified. The Group has also in place various insurance policies extended
to all full-time employees covering accidents, health and even death.
(contd)
Where our products are concerned, our sourcing team vets and monitors manufacturers to ensure that manufacturers do not
employ child labour or operate under sweat shop conditions, and while we do not conduct official audits to verify these,
our staff do visit the manufacturers regularly to confirm that such practices are not carried out by our manufacturers. For
the consumers, the Group maintains a liberal return policy. Even our debtors and creditors are protected by the provisions
in the Groups code of conduct for its employees.
As for the governance aspects of business, the Board will be guided by the recommendations of the MCCG 2012 and
actively strives to comply with the recommendations as far as practicable. As have been mentioned, issues relating to
sustainability and the impact of the Groups activities on the environment will be especially difficult seeing how the
products that we acquire are the end results of a long chain of economic activities over which the Group have very little
control.
Recommendation 1.5
As practised already, Board members are provided with information such as minutes of previous meetings, financial
reports, one week before a meeting so that each one will have sufficient time to review the information provided to
facilitate decision-making at the meetings.
Recommendation 1.6
We have access to the services of two Company Secretaries, all of whom are members of the Malaysia Institute of
Chartered Secretaries and Administrators (MAICSA), and from the Boards experience with them, the Board is
confident of their competence. Besides the routine secretarial functions pertaining to the correct procedures that the
Board members need to abide with when conducting the business of the Board, the Company Secretaries also provide
the Board with updates on regulatory requirements and do the needful so that Board members are in compliance with
the current policies and practices mandated by the authorities that regulate the affairs of a listed corporate. On occasions,
the Secretaries also provide inputs and advice pertaining to certain best practices that they come across while serving as
Secretaries for other listed corporate, and also from recommendations put forth by their professional associations. In so
doing, the Secretaries enable the Board members to carry out their duties and responsibilities with improved clarity of
the regulatory environment.
Recommendation 1.7
A Board Charter that formally spells out the structure and composition, responsibilities, rights and procedures of the
Board is available for public viewing in the Groups website. The charter also contains details pertaining to the positions
of the Chairman and the Chief Executive Officer and the responsibilities assigned to them. Besides that the responsibilities
of the various board committees, and the manner in which the relationship between the Board and management is also
stated.
Principle 2 Strengthen Composition
Recommendation 2.1
A Nominating Committee comprised of 3 independent non-executive directors was established following a Board meeting
held on the 26th of February 2013. A Nominating Committee Charter is also available for viewing on the Groups website.
In the charter, the composition, duties and authority of the committee are disclosed. A statement outlining the activities of
the Nominating Committee for the 2014 financial year is contained in a separate section of the Annual Report.
Recommendation 2.2
The Committee had decided that the current Board size is to be maintained and that for the time being no new appointments
will be made. Instead it proposed the appointment of alternates, mainly to the Executive Directors, so that successors will
be given the requisite exposure as to the workings of the Board. As such, the Committee has yet to establish any policies
tied to the process of nomination, election of new board members or how new members were to be inducted. Once such
policies are formed, they would be disclosed in this statement in future annual reports.
17
However, the above rights are tempered by the fact that any information obtained must be kept confidential, both in
compliance with Bursa Malaysia Securities Berhads Main Market Listing Requirements and also with the Personal Data
Protection Act of Malaysia 2010.
Board members are also aware that in performing their duties, they have a right to access to any information about the
Group, access to advice and to service of the Company Secretary, and also, at the Companys costs, right to obtain
independent professional advice where required.
(contd)
Where training is concerned, the Committee clarified that training can be in any field so long as it is relevant to a
particular directors job requirements, especially where such directors also serve in an executive capacity. The Board had
requested the Committee to look into the training needs of the directors especially since the Committee has indicated that
it will conduct an annual assessment of the Board as a whole as well as a review of the individual directors performance.
The Committee has decided that the assessment undertaken with respect to the Board and the various committees would
focus on the overall structure and the ability to do the work entrusted to them, on handling issues related to corporate
strategy and planning and to managing risks and internal control. As for the individual board members, assessment would
focus on each directors performance in relation to the time commitment, understanding of the Groups business and of
the roles and responsibilities of a director. For the 2014 financial year, a summary of the assessment has been tabled to
the Nominating Committee for analysis and further action.
As regards gender diversity in the Board, the Board Charter states that at least 2 or 1/3 of its members must be females,
and the Board is currently in compliance with that.
Recommendation 2.3
To complement the activities of the Nominating Committee, a Remuneration Committee was also established on the
26th of February 2013, comprised of 2 independent non-executive directors and 1 non-independent executive director. A
Remuneration Committee Charter is available for public viewing on the Groups website. In the charter, the composition,
duties and authority of the committee are disclosed.
18
Besides guiding and reviewing the design of remuneration packages to attract, retain and motivate directors, the
Committee was also tasked with doing the same for the Groups senior management staff. The Committees first job
would be the setting up of KPIs for all officers coming under its purview. To that end, a relevant professional facilitator
has been appointed and consulting work has already begun with members of the Remuneration Committee having met
with him to inform about the deliverables and desired objectives of the KPI programme. Once the KPIs have been set, the
Committee will be better prepared to establish the policies and procedures that guide the design of remuneration packages
and contracts of appointments for both board members and senior managers. Upon establishing the policies that will
shape remuneration, these will be disclosed in this statement.
Principle 3 Reinforce Independence
Recommendation 3.1
The independence of our independent directors was something that has always been perceived as a given; the belief was
that there were no reasons for the independent directors not to act objectively during board deliberations. As such, the
Board has never thought it fit to assess their independence.
However in view of this recommendation, the Board will have the Nominating Committee develop the criteria to assess the
independence of these directors on an annual basis and when occasions arise that require such assessment. Furthermore,
the Board will also disclose that it has conducted such assessment in future annual reports and in any notice convening a
general meeting for the appointment or re-appointment of independent directors.
Recommendation 3.2 and 3.3
The Board currently does not have any independent director whose tenure has exceeded nine years, calculated
consecutively or cumulatively.
Recommendation 3.4 and 3.5
The positions of chairman and CEO have always been held by different individuals, with the former held by an independent
non-executive director. Currently the Board is comprised of a majority of non-independent executive directors.
Principle 4 Foster Commitment
Recommendation 4.1 and 4.2
The Board has never set out expectations on time commitment for its members nor has it established any protocols to
guide their acceptance of new directorships.
(contd)
While it was mentioned previously that the Board would obtain from its directors their commitment to devote sufficient
time to carry out their responsibilities as directors, the task was not completed during the 2014 financial year. The
Nominating Committee has assumed responsibility for this task and begun the process during the 2015 financial year,
including establishing protocols for its members in relation to the assuming of new directorships.
As for ensuring that Board members have access to appropriate continuing education programmes, the Nominating
Committee will propose guidelines for the type of training, the frequency and duration of training for adoption by the
Board in the 2015 financial year. The Committee has also deliberated on a proposed induction programme for new
directors and will also table the same for adoption during the 2015 financial year.
For the 2014 financial year, the actual training received by the directors is reported under the heading Other Information
of the Profile of Directors section.
Principle 5 - Uphold Integrity in Financial Reporting
Recommendation 5.2
The external auditors, BDO were first appointed during the Companys 31st AGM held in December of 2012 and were
subsequently re-appointed in the following years AGM. As the initial intention was for the external auditors to provide
only audit services to the Company, the Audit Committee has not established any policies to govern those circumstances
under which contracts for the provision of non-audit services to the Company can be entered into. However following
the need to prepare our operating and accounting processes to comply with the legal requirements necessitated by the
pending imposition of the GST in April of 2015, it was decided to engage BDO Tax Services to assist the Group in the
implementation process. This decision was made after considering several other providers as regards their fees, their
pedigree and their commitment to provide the required talents to do the job within the time-frame set. The appointment
was made in January 2014 and the value of the contract excluding out-of-pocket expenses and the 6% service tax was
about 15% more than the fees charged by BDO for the financial audit of the Groups accounts for the 2014 financial year.
The Board would like to state here that this engagement with BDO Tax Services has arisen because of the urgent need
to get the Group GST-ready and as such represented an isolated case. The Board believes that further engagements with
BDO for non-audit services remain remote. That said, the Audit Committee would in the 2015 financial year proceed to
establish policies to govern any such type of engagements with the external auditors.
The Committee has requested and obtained a written assurance from the Companys external auditors confirming their
independence in accordance with existing regulatory requirements.
Principle 6 - Recognise and Manage Risks
Recommendation 6.1 and 6.2
Compliance relating to this principle is described in a narrative statement on Risk Management & Internal Control
disclosed separately in the annual report.
Principle 7 Ensure Timely And High Quality Disclosure
Recommendation 7.1
The Groups code of conduct contains clauses that state that any unauthorised public statement or involvement in any
unauthorised publication on matters relating to an employees employment, and to the business activities and affairs of
the Group constitutes an act of misconduct. This was put in place to ensure that corporate disclosures do not breach Bursa
Malaysia Securities Berhads Main Market Listing Requirements. Authority for corporate disclosures comes from the
Board and would be made by the Company and/or Company Secretary via public announcements. It has always been the
intention and practice of the Board to provide disclosures that are accurate and timely in nature.
PADINI HOLDINGS BERHAD
(50202-A)
19
The 3 independent non-executive directors who comprised the Audit Committee are all Chartered Accountants with
extensive experience in auditing, commerce and industry and in banking. The Chairman of the Committee is a practising
accountant who ensures that the Committee reviews the financial statements based upon applicable financial reporting
standards. Not only does this enhance the reliability of the financial reports prepared by management, it also promotes
meaningful discourse whenever the Audit Committee engages with the internal auditors and the external auditor.
Executive members of the Board do not participate in the meetings of the Audit Committee except by invitation from the
Audit Committee.
Recommendation 5.1
(contd)
Recommendation 7.2
Stakeholders can access information about the Group via the Companys website. Available also on the website (www.
padini.com) under the heading of Investor Relations are various direct links to announcements made and reports
submitted to Bursa Malaysia. The Board Charter and the charters for the various committees of the Board together with
the code of conduct for the Board can also be found under the same heading.
Principle 8 Strengthen Relationship between Company and Shareholders
Recommendation 8.1 & 8.2
The Board is of the opinion that it already engages actively with the Companys shareholders at a level that promotes
shareholder participation. At the Companys general meetings, shareholders have always been given sufficient time and
opportunity to raise issues and questions and the Board has always responded to the queries to the best of its abilities and
to the satisfaction of the shareholders present. Where questions do not require the disclosure of material or price-sensitive
information, the Board has always provided all information relevant to the questions raised at the general meetings. While
the Board is not considering to adopt electronic voting in the near future, it intends to ensure that notices for meetings are
served early and that shareholders are informed at the start of the general meeting about their right to demand a poll vote.
Recommendation 8.3
20
Direct engagement with shareholders is conducted by an executive member of the Board to ensure that shareholders, big
or small, private or corporate, are given all information needed for them to make a proper evaluation about the prospects
of the Group. In the Chairmans statement in the Companys annual report, comprehensive information has been provided
regularly about the developments taking place in the industry, the performances achieved by the Groups subsidiaries, a
snapshot of the Groups businesses, and a candid summary about the prospects for the year ahead.
The Board of Directors of Padini Holdings Berhad is pleased to present the Audit Committee Report of the Board for the
financial year ended 30 June 2014.
Composition of the Audit Committee
The present members of the Audit Committee of the Company are:
i. Mr Foo Kee Fatt (Independent Non-Executive Director; Chairman)
ii. Mr Lee Peng Khoon (Independent Non-Executive Director; Member) (appointed w.e.f. 6 January 2014)
iii. Mr Chia Swee Yuen (Independent Non-Executive Director; Member) (appointed w.e.f. 2 May 2014)
Ms Yeap Tien Ching ceased as Member of the Audit Committee following her resignation as a Director of the Company
on 30 April 2014.
Terms of Reference of Audit Committee
The Audit Committee shall be appointed by the Board of Directors amongst its members and consist of at least three
(3) members, of whom all must be Non-Executive Directors with a majority of them being Independent Directors.
The Chairman, who shall be elected by the Audit Committee, must be an Independent Director.
In the event of any vacancy in the Audit Committee resulting in the non-compliance with the Listing Requirements
of Bursa Securities, the Board shall appoint a new member within three (3) months.
A quorum shall be 2 members. In order to form a quorum in respect of a meeting of the Audit Committee, the
majority of the members present must be independent directors. The Company Secretary shall act as secretary of the
Audit Committee.
The Audit Committee met five (5) times during the financial year ended 30 June 2014. The details of the attendance
of the meetings are disclosed under the heading Attendance of Audit Committee Meetings on page 23 of this
Annual Report.
In the Audit Committee Meeting held on 29 October 2013, the Audit Committee had met with the representatives
from the external auditors without executive Board Member and the Groups Financial Controllers presence. In all
the other four meetings, the Group Financial Controller was present to report on the results of the Group as well as
to answer questions posed by the Audit Committee in relation to the results to be announced. During these Audit
Committee meetings, representatives from the Internal Auditors had also been present to provide updates on the
progress of internal audit work that have been conducted to date, and to also provide comments and recommendations,
where applicable to improve the risk management framework supporting the activities of the Group.
To consider the appointment of the external auditor, the audit fee and any questions of resignation or dismissal;
ii. To discuss with the external auditor before the audit commences, the nature and scope of the audit, and ensure
co-ordination where more than one audit firm is involved;
iii. To discuss with the external auditor on the evaluation of the system of internal controls and the assistance given
by the employees to the external auditors.
iv. To review and report to the Board if there is reason (supported by grounds) to believe that the external auditor
is not suitable for reappointment.
21
(contd)
v. To review the quarterly and year-end financial statements of the Group, focusing particularly on:
Any changes in the accounting policies and practices;
Significant adjustments arising from the audit;
The going concern assumption; and
Compliance with accounting standards and other legal requirements.
vi. To discuss problems and reservations arising from the interim and final audits, and any matter the auditors may
wish to discuss (in the absence of the management where necessary);
vii. To review the external auditors management letter and the managements response;
viii. To do the following in relation to the internal audit function
review the adequacy of the scope, functions, competency and resources of the internal audit function, and
that it has the necessary authority to carry out its work;
review the internal audit programme and results of the internal audit process and where necessary ensure
that appropriate action is taken on the recommendations of the internal audit function;
review any appraisal or assessment of the performance of members of the internal audit function;
approve any appointment or termination of senior staff members of the internal audit function; and
inform itself of resignations of internal audit staff members and provide the resigning staff member an
opportunity to submit his reasons for resigning.
ix. To consider any related party transactions that may arise within the Company or the Group;
x. To consider the major findings of internal investigations and the managements response; and
22
ii. have the resources which are required to perform its duties;
iii. have full and unrestricted access to any information pertaining to the Company;
iv. have direct communication channels with the external auditors and person(s) carrying out the internal audit
function or activity (if any);
v. be able to obtain independent professional or other advice; and
vi. be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of
other directors and employees of the Group, whenever deemed necessary.
(E) Procedure of Audit Committee
The Audit Committee regulates its own procedures by:
i. the calling of meetings;
ii. the notice to be given of such meetings;
iii. the voting and proceedings of such meetings;
iv. the keeping of minutes; and
v. the custody, protection and inspection of such minutes.
(contd)
% of Attendance
5/5
100%
2/2
100%
1/1
100%
4/4
100%
Directors
Internal Control
Evaluated the overall effectiveness of the system of internal control through the review of the results of
work performed by the internal and external auditors and discussions with key management.
Reviewed the quarterly results and audited annual financial statements of the Group and Company before
recommending to the Board for release to Bursa Malaysia Securities Berhad (Bursa Securities). The
review focussed primarily on:
a)
b)
c)
d)
e)
Reviewed with the external auditor, their audit plan for the financial year ended 30 June 2014 to ensure that
their scope of work adequately covers the activities of the Group;
Reviewed the results and issues arising from their audit of the annual financial statements and their resolution
of such issues as highlighted in their report to the Committee; and
Reviewed their performance and independence before recommending to the Board their reappointment and
remuneration.
23
The details of attendance of each Audit Committee member in the Audit Committee meetings held during the
financial year ended 30 June 2014 are as follows:-
(contd)
Reviewed the recommendations by internal auditor, representations made and corrective actions taken by
the management in addressing and resolving issues as well as ensuring that all issues were adequately
addressed on a timely basis; and
Reviewed the competencies and performance of the internal auditors to execute the plan, the audit programs
used in the execution of the internal audit work and results of their work.
Internal audit reports on the following areas had been tabled to the Audit Committee for the financial year ended
30 June 2014 :
The Group has outsourced its internal audit function to an external party, Baker Tilly Monteiro Heng Governance
Sdn. Bhd. which is independent of the activities it audits.
The Groups annual professional fee for services by the outsourced internal auditor to manage the internal audit
function is RM56,000.00.
24
During the financial year ended 30th June 2014, the Nominating Committee had met only twice, i.e., on the 29th of Oct
2013 and 28th of May 2014, during which the following business were transacted.
It must be noted here that although a Nominating Committee comprising of 3 independent non-executive directors had
been established in February of 2013, the subsequent unfortunate demise of the Chairman of the Committee in October of
2013 had caused a disruption in the activities that the Committee had set out to do. It was only following the appointment
of a new independent non-executive director in January of 2014 that the vacancy was filled thus enabling the Committee
to resume its functions in a more meaningful manner.
During the same meeting, the Committee also noted that the resignation of one of the independent directors had necessitated
the appointment of another director to fill the positions left vacant by the resignation. After due deliberations, a candidate
for directorship was agreed upon and a recommendation was made to the Board. It was also recommended that the
incoming director would also assume the positions of chairperson for the Remuneration Committee and a member of the
Nominating Committee.
Due to the numerous changes in the membership of the Nominating Committee during the 2014 financial year, the
Committee has not been able to complete all the assigned tasks comprehensively within the financial year. Any gaps
identified will be completed within the next financial year.
25
In the second meeting of the Committee for the year, the members decided that where the training needs of the directors
as well as the induction programme for new directors were concerned, these matters should be best deferred till a new
member for the Committee was appointed. The Committee also deliberated on a proposal from one of the Boards
executive members to elevate the Groups current financial controller to the position of Chief Financial Officer for the
Group and to appoint the same to the Board of Directors of the company in accordance to the Board Charter. This is also
to strengthen gender diversity, facilitate succession planning and ensuring necessary inputs and viewpoints are made at
Board level to facilitate decision making.
During the first meeting for the 2014 financial year, the Committee tabled for discussion a charter for the Committee.
After due deliberation the charter was subsequently confirmed, accepted and adopted. This charter which replaced the
terms of reference for the Committee is available for public viewing at the Companys website, www.padini.com. On
the matter of an induction programme for newly-appointed directors, the Committee decided to seek further viewpoints
from the Board before proceeding to develop one. A new performance evaluation form was also tabled for discussion
and adoption to facilitate the annual assessment of the Board and its members. It was specifically proposed that no selfevaluation will be allowed.
The main features and the adequacy of the Padini Groups risk management and internal control system, hereinafter referred
to as the System, are primarily guided by the objective that the System is meant to accomplish, and that is to assure that the
achievement of the Groups strategic and operational goals is done within an environment where losses and liabilities arising
from risks, uncertainty and random events can be minimised, protected against and even avoided altogether.
To achieve the Systems objective, a process has been started as far back as 2001, with the help of the Groups third-party
internal auditors and with the collaboration of the Groups senior managers and officers, which carried out the following:
1. identified the risks related to all the possible business processes within the Group,
2. evaluated the relative relationship between the likelihood of a risk occurring for each of the business process and the
impact that the actualisation of the risk will have on the business process and on the business itself,
26
3. analysed each of the business processes for the likelihood of the risk attached to it occurring and the consequent impact
from that occurrence. Both the likelihood and the impact were each given a value from 1 to 10, with 10 being the
most serious position. The two values given to each business process were plotted onto a Risk Scatter Diagram and
all those business processes whose scores were located in the top-right quadrant, i.e., high risk and high impact, were
considered of interest,
4. ranked the business processes considered to be of interest according to degree of significance, and
5. a 5-year audit plan was drafted which indicated the sequence in which the business processes would be audited, the
frequency of an audit being done for any one business process over the plan, and the resources that should be applied
to each audit.
The above had initially identified 21 business processes and 11 of those fell within the area of interest. In the first year of audit,
6 of the 11 processes were put through the audit. Over the initial 5-year plan, all the 21 processes identified had been audited
at least once. Currently, the Group has revisited the internal audit plan and given the changes in the business environment, a
new internal audit scope has been prepared and tabled to the Audit Committee by the internal auditor in the Revised Risk-based
Internal Audit Plan 2012-2014.
As a matter of practice, the internal auditor engages with our managers and executives to find out about the policies and
practices already in place for a selected process, performs tests, determines the adequacy and effectiveness of existing controls,
and then presents a summary of observations requiring remedial measures together with recommendations for improvement
to management for their response. After management has responded, an audit report is prepared and forwarded to the Audit
Committee for consideration. At each meeting of the Audit Committee, the internal auditors will present the audit report
concerned.
Acting on the audit report and the responses and opinions given by the internal auditor, the Audit Committee is then ready
to bring the pertinent risk management or internal control issues to the Board itself for further consideration. Where the
internal auditors recommendations have not been adopted, the Board then seeks to satisfy itself that the alternative policies
in practice are unavoidable for strategic reasons or that such policies are specific to the business activity in question, and that
there is sufficient oversight over the alternatives used so that risks can be minimised. Where management agrees to implement
the internal auditors recommendations, the Audit Committee and the Board then seeks a time-line for adoption and keeps
themselves apprised of the progress of the process of adoption.
On the matter of internal control, especially in relation to risks of financial loss arising from fraud, collusion and/or negligence,
the Board wishes to inform that currently the activities of the Group, except the payroll function and the point-of-sale system,
are controlled and monitored via an enterprise resource planning (ERP) solution provided by SAP. All activities involving the
procurement of assets (whether for trade or otherwise), and contracting for services, are all documented and recorded according
to the protocols of the said ERP, which in most cases involve various duties performed separately and in rigid sequence by
several persons attached to various departments. The underlying principle at work here is that the party that initiates an order for
procurement must not be the one who will receive the items later on directly from the suppliers. A disinterested third party is
tasked to receive such items, acknowledge the receipt and proceed to record the transaction into the system. In addition to that,
whenever circumstances permit, at least one more other party would be inserted between the one who initiated a procurement
and the one who would receive the items procured.
At times, especially in the purchase of small non-trade items for use in the retail stores, and for purposes of expediency, the
above procedure is not adhered too. Instead, the purchase is made, usually with an endorsement from a relevant manager,
and then the claims are presented to the finance department for final approval before being presented to accounts payable for
reimbursement. Where budgets for spending on an item or items have been prepared, discussed and approved beforehand, like in
the budget for spending on advertising and promotions, procurement would also be made on a piecemeal basis without approval.
This occurs frequently when the advertising and promotions department buys stuff for use in a large number of stores or across
users of different subsidiaries; in such cases, the ones responsible for the purchases would have to inform the finance department
of the various costs centres to which the amounts should go and this also acts as part of the controls.
(contd)
In fact, for each expenditure initiated, the persons responsible will have to indicate to the finance department, the cost centre to
which the expenditure will have to be assigned, and this provides for a very precise audit trail.
Overall, a review of the system of risk management and internal control already in place showed that it is both adequate and
effective in managing the business risks faced as well as the risk of fraudulent behaviours. The internal audit function has always
been properly instituted and is progressive in keeping with the developments and changing needs of the Groups business as
it grows. The employees, including management, of the Group are exposed to the activities of the internal audit function and
are aware of the objectives of the risk management and the need for the various checks and balances put in place to achieve
effective internal control. The Group also has in place a formal code of conduct and whistle-blowing policy, both of which has
been widely disseminated to the employees in general.
2. Minimising the incidence of intellectual property infringement: In June 2014, a memo was circulated internally to all
employees which explicitly forbade the use of symbols and graphic representations of any sort that the Group did not
have the legal rights to use. Included in the memo was information relating to the potential losses the Group may be
exposed to if infringement occurred and also about the penalties that employees responsible may have to bear if they
caused the infringement. Relevant personnel were required to sign an acknowledgement of their responsibility to avoid
intellectual property infringement.
3. Establishment of Health & Safety Committees within the Group in compliance with the requirements of OSHA 1994.
Training on awareness of, handling and compliance with health and safety issues at the workplace to promote a safer
and healthier workplace is conducted regularly. Meetings of the various committees were also held periodically to deal
with safety issues arising. Besides legal compliance, a safer workplace reduces risks of incidents that may lead to both
physical and monetary loss.
Conclusion
The CEO and CFO have given the assurance to the Board that the risk management and internal control system currently in
place is adequate and effective and meets with the requirements of the Group.
1. Upgrading the payroll system: The payroll system upgrade whose implementation was begun in April of 2014 finally
went live in September 2014, and is currently the system in use. The new payroll system was procured to further
enhance the internal control processes that surround the payroll function. In the new system, particular attention
was paid to separation of duties and to providing for a more comprehensive audit trail for activities carried out.
The objective was to further strengthen the integrity of the inputs thereby ensuring that fraud be discouraged and
minimised.
To further improve upon the framework, the Group undertook the following activities during the financial year concerned:
27
Profile of Directors
For the financial year ended 30 June 2014
(Chairman of the Board and Remuneration Committee, Member of the Audit Committee and Nominating Committee, Independent Non-Executive Director)
Profile of Directors
An entrepreneur with extensive handson experience in the textiles and apparel industry, he has been and still is primarily
responsible for the achievements of the Group.
28
After completing his secondary education, he joined a textile merchant in Singapore where he gained considerable
experience in the textile trade. Returning to Malaysia several years later, he set up the Companys first subsidiary in 1971
to manufacture ladies fashion. From there, other businesses were set up and since then he has always set the strategies for
the development of the Group. The recent success of the Groups brands and the presence that the brands command in
the domestic market today are attestations to his entrepreneurial skills. His ability to analyse fashion trends and to react
quickly to take advantage of changes in market conditions and consumers preferences, has resulted in the Group being
provided with tremendous opportunities for continued growth. Today, he continues to manage the strategies and plans
for the Groups future.
Other than his directorship with Padini Holdings Berhad, he is not serving as a director in any other public companies.
For the financial year under review, he has attended all 5 meetings of the Board of Directors.
Profile of Directors
For the financial year ended 30 June 2014
(Executive Director)
Aged 61 of Malaysian nationality, she was appointed to the Board on 29 March 1995.
While still in the second year of her sixth form education, she was called upon to help in the family business which dealt
in the wholesale and retail of fashion accessories and costume jewellery. After three years and gaining considerable
experience in the trade, she left and joined a boutique retailing ladies fashion. After Vincci Ladies Specialities Centre
Sdn Bhd got incorporated in 1981, she joined the company as a merchandiser for ladies fashion wear and accessories.
Since then she has been with the Group and has contributed much to the development of the Groups major brands like
Seed, Padini Authentics and Miki.
When she was merchandiser for ladies fashion, she got involved in garment manufacturing operations and was able to
later use this experience to oversee the Groups garment manufacturing operations.
Other than her directorship with Padini Holdings Berhad, she is not serving as a director in any other public companies.
For the financial year under review, she has attended all 5 meetings of the Board of Directors.
29
Profile of Directors
For the financial year under review, he has attended all 5 meetings of the Board of Directors.
Aged 64 of Malaysian nationality, she was appointed to the Board on 26 March 1992 as a NonExecutive Director; she
was subsequently redesignated as an Executive Director when she was given the task of overseeing the cafe operations
of Seed Corporation Sdn Bhd, a subsidiary of the Group.
After completing her secondary education, she worked from several years in floor operations in a department store before
joining a manufacturing venture started by her family. This manufacturing facility which was started in 1971, produced
ladies fashion wear for both wholesale and retail. Since then she has been actively involved with the manufacturing and
selling of fashion wear to local department stores and boutiques.
Her numerous years experience in managing not only manufacturing operations, but also in the wholesale of fashion wear
have given her considerable business experience and exposure.
Other than her directorship with Padini Holdings Berhad, she is not serving as a director in any other public companies.
For the financial year under review, she has attended 4 out of 5 meetings of the Board of Directors.
(Chairman of the Audit Committee, Member of Nominating Committee, Independent Non-Executive Director)
Profile of Directors
For the financial year under review, he has attended all 5 meetings of the Board of Directors.
30
(Chairman of Nominating Committee, Member of the Audit Committee and Remuneration Committee, Independent Non-Executive Director)
Aged 33 of Malaysian nationality, he was appointed as Alternate Director to Mdm Chong Chin Lin on 6 January 2014.
He is the son of the Managing Director, Mr Yong Pang Chaun and the Executive Director, Mdm Chong Chin Lin.
He graduated from the California State University, Northridge, Los Angeles, California with a Bachelors Degree in
Computer Science. From April 2006 to May 2008, he worked as a AS400 programmer contracted to Patimas PSG and a
system operator in Prudential services.
Currently he is the IT manager in Padini Dot Com Sdn Bhd managing all IT operations, system implementations and IT
assets for Padini Group.
Other than his directorship with Padini Holdings Berhad, he is not serving as a director in any other public companies.
For the financial year under review, he has attended all 2 meetings of the Board of Directors.
Aged 40 of Malaysian nationality, she was appointed to the board on 1 July 2014.
She graduated from The Association of Chartered Certified Accountants (ACCA) in 1998 and was admitted as a member
of the Malaysian Institute of Accountants (MIA) and a member of the Association of Chartered Certified Accountants
(ACCA) in 2001. In 2006, she became a Fellow of the Association of Chartered Certified Accountants (FCCA).
Prior to joining Padini, she worked as a business support analyst in a multinational Information Technology Company,
the Treasury Department of a public listed company in the construction and property industry and handled the financial
reporting of a manufacturing subsidiary of another public listed company, where she has gained a diverse range of skills
and knowledge.
She joined Padini in December 2001 as the Groups Finance Manager and was re-designated to the position of Group
Financial Controller in March 2008. She is now the CFO of the Group and manages the financial operations, planning
and reporting of the groups finances.
Other than the directorship with Padini Holdings Berhad, she is not serving as a director in any other public companies.
31
Profile of Directors
As she was appointed after the financial year end, she has not attended any of the meetings of the Board of Directors for
the period under review.
Other Information
(i) Family Relationship
Except for Yong Pang Chaun who is the spouse of Chong Chin Lin, and is also the brother of Yong Lai Wah and
Andrew Yong Tze How who is the son of Yong Pang Chaun and Chong Chin Lin, none of the Directors above has
any family relationship with one another. Yong Pang Chaun, Chong Chin Lin and Yong Lai Wah are the major
shareholders in the company by virtue of their interest in Yong Pang Chaun Holdings Sdn Bhd which owns a
43.74% interest in the shares in the Company as at 30 June 2014.
(ii) Conflict of Interest
None of the Directors mentioned has any conflict of interest with the company.
(iii) Convictions for offences
None of the Directors mentioned has been convicted for offences within the past ten years other than for traffic
offences.
(iv) Materials Contracts
No materials contracts had been entered into for the financial year under review between the group and the directors
and/or major shareholders.
(v) Remuneration Package
The details of the remuneration of the Directors of the company are as follows:
Salaries
Fees & Allowances
Executive Directors
(RM)
2,142,286
Non-Executive Directors
(RM)
56,240
197,000
1,777,941
Benefits-in-kind
110,659
Statutory Contributions
477,408
4,564,534
197,000
Bonuses
Total
The number of Directors whose remuneration falls into the following bands is as follows:-
Profile of Directors
Range of Remuneration
Below RM50,000
32
Executive Directors
Non-Executive Directors
2
RM50,001 - 100,000
RM100,001 - 150,000
RM150,001 - 200,000
RM800,001 - 850,000
RM1,000,001 - 1,050,000
RM1,150,001 - 1,200,000
RM1,200,001 - 1,250,000
(50202-A)
33
Profile of Directors
There was an interim fees of RM90,000.00 paid to BDO Tax Services as GST Consultant for the Group during the financial year.
Five (5) Board meetings were held during the financial year ended 30 June 2014.
In-House
Program
Being
Proactive
Bursa
Advocacy
Sessions on
Corporate
Disclosure for
Directors
ICLIF
Board
Chairman
Series - The
Role of the
Chairman by
Bursa
CTIM
Goods and
Services Tax
(GST) Training
Course
CPA
Preparing
for GST in
Malaysia
MIA
2014 Budget
Seminar Key Budget
Changes
and their
Implications
Name of Directors
Name of Programme
During the financial year ended 30 June 2014, members of the Board have attended the following training programmes and seminars:-
In-House
ProgramSIDC
Corporate
Governance
Statement
Reporting
Workshop
In-House
Program:
KPI
Management
Training
Pursuant to paragraph 15.26 (a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, and as
required by Companies Act, 1965 in Malaysia the Directors are responsible for the preparation of financial statements
which give a true and fair view of the financial position of the Company and its subsidiaries as at the end of the financial
year, and of the financial performance and cash flows for the financial year ended.
In ensuring the preparation of these financial statements of Padini Holdings Berhad, the Directors have ensured the
following: Adopted suitable accounting policies and apply them consistently;
Made judgments and estimates that are reasonable and prudent; and
Making of judgments and estimates that are appropriate, reasonable and prudent.
The Directors are responsible for ensuring that proper accounting and other records are kept which disclose with
reasonable accuracy the financial position of the Company and ensuring that the financial statements comply with the
provisions of the Companies Act, 1965.
The Directors are also responsible for taking reasonable steps to safeguard the assets of the Group, and to prevent and
detect fraud and other such irregularities.
34
Financial Statements
For the financial year ended 30 June 2014
36 - 39
Statement by Directors
40
Statutory Declaration
40
41 - 42
43
44
47
48 - 49
50 - 117
Financial Statements
45 - 46
35
Directors Report
Directors Report
For the financial year ended 30 June 2014
DIRECTORS REPORT
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the
Company for the financial year ended 30 June 2014.
PRINCIPAL ACTIVITIES
The principal activity of the Company is investment holding. The principal activities of the subsidiaries are set out in
Note 10 to the financial statements. There have been no significant changes in the nature of these activities during the
financial year.
RESULTS
Group
Company
RM000
RM000
90,913
2,158
Dividends paid, declared or proposed since the end of the previous financial year were as follows:
Company
RM000
In respect of financial year ended 30 June 2014:
First interim single tier dividend of 2.5 sen per ordinary share, paid on 27 September 2013.
16,448
Second interim single tier dividend of 2.5 sen per ordinary share, paid on 27 December 2013.
16,448
Directors Report
Special single tier dividend of 1.5 sen per ordinary share, paid on 27 December 2013.
36
9,868
Third interim single tier dividend of 2.5 sen per ordinary share, paid on 28 March 2014.
16,448
Fourth interim single tier dividend of 2.5 sen per ordinary share, paid on 27 June 2014.
16,448
75,660
The Directors do not recommend the payment of any final dividend in respect of the current financial year. On 27 August
2014, the Directors declared a first interim single tier dividend of 2.5 sen per ordinary share amounting to RM16,448,000
in respect of the financial year ending 30 June 2015, which was paid on 29 September 2014.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in
the financial statements.
ISSUE OF SHARES AND DEBENTURES
The Company did not issue any new shares or debentures during the financial year.
OPTIONS GRANTED OVER UNISSUED SHARES
No options were granted to any person to take up unissued ordinary shares of the Company during the financial year.
Directors Report
(contd)
DIRECTORS
The Directors who have held for office since the date of the last report are:
Yong Pang Chaun
Yong Lai Wah
Chong Chin Lin
Chan Kwai Heng
Cheong Chung Yet
Foo Kee Fatt
Lee Peng Khoon
In accordance with Article 102(1) of the Companys Articles of Association, Yong Pang Chaun and Chan Kwai Heng
retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election.
In accordance with Article 109 of the Companys Articles of Association, Lee Peng Khoon, Chia Swee Yuen and Yeo
Sok Hiang retire at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election.
DIRECTORS INTERESTS
The Directors holding office at the end of the financial year and their beneficial interests in the ordinary shares of the
Company and of its related corporations during the financial year ended 30 June 2014 as recorded in the Register of
Directors Shareholdings kept by the Company under Section 134 of the Companies Act, 1965 in Malaysia were as
follows:
Number of ordinary shares of RM0.10 each
Balance as at
Bought
Sold
Balance as at
1.7.2013
30.6.2014
Shares in the Company
1,500,000
2,019,990
1,144,000
1,173,990
1,500,000
2,019,990
1,144,000
1,173,990
289,783,490
289,263,500
287,763,500
289,783,490
289,263,500
287,763,500
By virtue of their interests in the ordinary shares of the Company, Yong Pang Chaun, Yong Lai Wah and Chong Chin
Lin are also deemed to be interested in the ordinary shares of all the subsidiaries to the extent that the Company has an
interest.
None of the other Directors holding office at the end of the financial year held any interest in the ordinary shares of the
Company and of its related corporations during the financial year.
PADINI HOLDINGS BERHAD
(50202-A)
37
Directors Report
Direct interests
Directors Report
(contd)
DIRECTORS BENEFITS
Since the end of the previous financial year, none of the Directors have received or become entitled to receive any benefit
(other than a benefit included in the aggregate amount of emoluments received or due and receivable by the Directors as
shown in the financial statements) by reason of a contract made by the Company or a related corporation with the Director
or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial
interest other than the remuneration received by certain Directors as Directors of the subsidiaries.
There were no arrangements during and at the end of the financial year, to which the Company is a party, which had the
object of enabling the Directors to acquire benefits by means of the acquisition of shares in or debentures of the Company
or any other body corporate.
OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY
(I)
(II)
FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT
(c) The Directors are not aware of any circumstances:
(i) which would necessitate the writing off of bad debts or the making of provision for doubtful debts in
the financial statements of the Group and of the Company;
(ii) which would render the values attributed to current assets in the financial statements of the Group and
of the Company misleading; and
Directors Report
(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.
38
Directors Report
(contd)
39
Directors Report
Kuala Lumpur
9 October 2014
Statement by Directors
Statement by Directors
In the opinion of the Directors, the financial statements set out on pages 43 to 116 have been drawn up in accordance
with Malaysian Financial Reporting Standards, International Financial Reporting Standards, and the provisions of the
Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the
Company as at 30 June 2014 and of the financial performance and cash flows of the Group and of the Company for the
financial year then ended.
In the opinion of the Directors, the information set out in Note 37 to the financial statements on page 117 has been
compiled in accordance with the Guidance on Special Matter No.1, Determination of Realised and Unrealised Profits or
Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the
Malaysian Institute of Accountants, and presented based on the format prescribed by Bursa Malaysia Securities Berhad.
On behalf of the Board,
Statutory Declaration
Statutory Declaration
40
I, Chan Kwai Heng, being the Director primarily responsible for the financial management of Padini Holdings Berhad, do
solemnly and sincerely declare that the financial statements set out on pages 43 to 117 are, to the best of my knowledge
and belief, correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of the
provisions of the Statutory Declarations Act 1960.
Subscribed and solemnly declared by
the abovenamed at Kuala Lumpur this
9 October 2014
)
)
)........................
) Chan Kwai Heng
Before me
The Directors of the Company are responsible for the preparation of financial statements so as to give a true and fair
view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and
the requirements of the Companies Act, 1965 in Malaysia. The Directors are also responsible for such internal control
as the Directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit
in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement
of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control
relevant to the entitys preparation of financial statements that give a true and fair view in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the
financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company
as of 30 June 2014 and of their financial performance and cash flows for the financial year then ended in accordance
with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the
Companies Act, 1965 in Malaysia.
Report on Other Legal and Regulatory Requirements
In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and
its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the
Act.
(b) We have considered the accounts and the auditors report of the subsidiary of which we have not acted as auditors,
which is indicated in Note 10 to the financial statements.
(c) We are satisfied that the accounts of the subsidiaries that have been consolidated with the financial statements of
the Company are in form and content appropriate and proper for the purposes of the preparation of the financial
statements of the Group and we have received satisfactory information and explanations required by us for those
purposes.
(d) The audit reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment made
under Section 174(3) of the Act.
41
We have audited the financial statements of Padini Holdings Berhad, which comprise statements of financial position
as at 30 June 2014 of the Group and of the Company, and statements of profit or loss and other comprehensive income,
statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then
ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 43 to 116.
(contd)
42
The supplementary information set out in Note 37 to the financial statements is disclosed to meet the requirement of Bursa
Malaysia Securities Berhad and is not part of the financial statements. The Directors are responsible for the preparation
of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised
and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing
Requirements, as issued by the Malaysian Institute of Accountants (MIA Guidance) and the directive of Bursa Malaysia
Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with
the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies
Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of
this report.
BDO
AF : 0206
Chartered Accountants
Kuala Lumpur
9 October 2014
Note
ASSETS
Non-current assets
Property, plant and equipment
Intangible assets
Investment property
Investments in subsidiaries
Other investments
Deferred tax assets
7
8
9
10
11
12
108,717
6,267
3,108
735
648
88,281
6,673
2,911
735
1,306
43,528
248,087
560
44,254
248,087
560
119,475
99,906
292,175
292,901
222,066
55,157
949
73,781
97,462
143,838
49,609
443
12,323
206,226
10,252
22,233
3,880
70,621
12,323
39,926
449,415
412,439
36,365
122,870
568,890
512,345
328,540
415,771
65,791
321,873
65,791
306,435
65,791
251,309
65,791
324,811
387,664
372,226
317,100
390,602
15,014
5,034
2,353
17,238
3,904
2,359
9,544
10,968
22,401
23,501
9,544
10,968
113,861
37,193
293
7,478
88,973
18,726
481
8,438
298
1,435
163
12,801
1,372
28
158,825
116,618
1,896
14,201
181,226
140,119
11,440
25,169
568,890
512,345
328,540
415,771
13
14
11
15
TOTAL ASSETS
EQUITY AND LIABILITIES
Equity attributable to owners of the parent
Share capital
Reserves
16
17
TOTAL EQUITY
LIABILITIES
Non-current liabilities
Borrowings
Provision for restoration costs
Deferred tax liabilities
18
20
12
Current liabilities
Trade and other payables
Borrowings
Provision for restoration costs
Current tax liabilities
21
18
20
TOTAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
43
Inventories
Trade and other receivables
Current tax assets
Other investments
Cash and bank balances
Current assets
Group
2014
2013
2014
2013
Note
RM000
RM000
RM000
RM000
Revenue
24
866,258
789,520
391
125,435
Cost of sales
25
(466,224)
(420,932)
400,034
368,588
391
125,435
9,299
7,758
5,280
5,063
(223,965)
(204,984)
Administrative expenses
(57,433)
(51,732)
(1,892)
127,935
119,630
3,779
128,610
Gross profit
Other income
Selling and distribution costs
44
(1,888)
Finance costs
26
(2,216)
(1,972)
(531)
(587)
27
125,719
117,658
3,248
128,023
Tax expense
29
(34,806)
(32,265)
(1,090)
(951)
90,913
85,393
2,158
127,072
29(d)
29(d)
55
185
(2)
185
53
91,098
85,446
2,158
127,072
31
13.82
12.98
- Diluted
31
13.82
12.98
Company
(50202-A)
3,772
55
55
55
RM000
Available-forsale reserve
(1,236)
(2)
(2)
(1,234)
RM000
Exchange
translation reserve
65,791
3,772
RM000
Share premium
303,844
(52,633)
(52,633)
85,393
85,393
271,084
RM000
Retained
earnings
Distributable
45
Dividends paid
65,791
RM000
30
Note
Group
Share capital
[-----------------------------------Non-distributable----------------------------------]
372,226
(52,633)
(52,633)
85,446
(2)
55
85,393
339,413
RM000
Total equity
46
Dividends paid
3,772
3,772
RM000
Share premium
55
55
RM000
(1,051)
185
185
(1,236)
RM000
Exchange
translation reserve
65,791
65,791
RM000
30
Note
Group
Share capital
Available-forsale reserve
[-----------------------------------Non-distributable----------------------------------]
319,097
(75,660)
(75,660)
90,913
90,913
303,844
RM000
Retained
earnings
Distributable
387,664
(75,660)
(75,660)
91,098
185
90,913
372,226
RM000
Total equity
(50202-A)
(50202-A)
30
47
3,772
3,772
3,772
65,791
Dividends paid
65,791
Dividends paid
65,791
30
Note
Company
[------------Non-distributable-------------]
Share
Share capital
premium
RM000
RM000
247,537
(75,660)
(75,660)
2,158
2,158
321,039
(52,633)
(52,633)
127,072
127,072
246,600
Distributable
Retained
earnings
RM000
317,100
(75,660)
(75,660)
2,158
2,158
390,602
(52,633)
(52,633)
127,072
127,072
316,163
Total
equity
RM000
Group
Company
2014
2013
2014
2013
RM000
RM000
RM000
RM000
125,719
117,658
3,248
128,023
894
796
136
22,736
21,386
736
740
(608)
(245)
(391)
(245)
24
(125,190)
(167)
(318)
- other investments
(44)
(62)
(23)
(50)
(47)
(14)
(2)
(2)
Note
CASH FLOWS FROM OPERATING
ACTIVITIES
Profit before tax
Adjustments for:
Amortisation of intangible assets
Bad debt written off
Depreciation of property, plant and equipment
Dividend income from:
- other investments
- subsidiaries
Fair value adjustments on:
- investment property
48
Interest expense
2,207
1,952
531
587
Interest income
(3,993)
(2,793)
(462)
(217)
5,038
6,460
Inventory losses
13
13
480
1,554
13
1,960
1,957
37
404
981
134
(881)
154,319
149,009
3,641
3,646
20
(85,699)
38,476
(5,578)
(1,955)
2,558
3,622
24,533
10,075
106
128
87,575
195,605
6,305
7,396
(36,331)
(34,465)
(966)
(893)
712
469
11
51,956
161,609
5,350
6,505
(contd)
Group
Company
2014
2013
2014
2013
RM000
RM000
RM000
RM000
(12,772)
5,932
57,974
84,644
Note
CASH FLOWS FROM INVESTING
ACTIVITIES
Interest received
Placements of unit trust funds
3,993
2,793
462
217
(65,566)
(10,001)
(13,756)
(10,001)
48
20
4,756
371
4,256
(491)
(282)
(41,628)
(16,117)
(10)
(2)
(98,888)
(23,216)
36,156
80,792
(75,660)
(52,633)
(75,660)
(52,633)
67,644
20,692
16
(1,791)
(1,528)
(531)
(587)
Purchase of:
- intangible assets
7(a)
30
15(d)
(313)
(369)
(49,411)
(33,201)
(2,443)
(2,342)
(1,361)
(1,305)
(61,974)
(69,365)
(77,552)
(54,525)
(108,906)
69,028
(36,046)
32,772
142
(398)
206,214
137,584
39,926
7,154
97,450
206,214
3,880
39,926
49
Dividends paid
1. CORPORATE INFORMATION
Padini Holdings Berhad (the Company) is a public limited liability company, incorporated and domiciled in
Malaysia, and is listed on the Main Market of Bursa Malaysia Securities Berhad.
The registered office of the Company is located at 3rd Floor, No. 17, Jalan Ipoh Kecil, 50350 Kuala Lumpur.
The principal place of business of the Company is located at No. 19, Lot 115, Jalan U1/20, Hicom Glenmarie
Industrial Park, 40150 Shah Alam, Selangor Darul Ehsan.
The consolidated financial statements for the financial year ended 30 June 2014 comprise the Company and its
subsidiaries. These financial statements are presented in Ringgit Malaysia (RM), which is also the functional
currency of the Company. All the financial information presented in RM has been rounded to the nearest thousand,
unless otherwise stated.
The financial statements were authorised for issue in accordance with a resolution by the Board of Directors on 9
October 2014.
2. PRINCIPAL ACTIVITIES
50
The principal activity of the Company is investment holding. The principal activities of the subsidiaries are set out
in Note 10 to the financial statements. There have been no significant changes in the nature of these activities during
the financial year.
3. BASIS OF PREPARATION
The financial statements of the Group and of the Company set out on pages 43 to 116 have been prepared in
accordance with Malaysian Financial Reporting Standards (MFRSs), International Financial Reporting Standards
(IFRSs) and the provisions of the Companies Act, 1965 in Malaysia. However, Note 37 to the financial statements
set out on page 117 has been prepared in accordance with Guidance on Special Matter No. 1, Determination of
Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad
Listing Requirements, as issued by the Malaysian Institute of Accountants (MIA Guidance) and the directive of
Bursa Malaysia Securities Berhad.
4. SIGNIFICANT ACCOUNTING POLICIES
4.1 Basis of accounting
The financial statements of the Group and of the Company have been prepared under the historical cost
convention except as otherwise stated in the financial statements.
The preparation of financial statements in conformity with MFRSs requires the Directors to make estimates
and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure
of contingent assets and contingent liabilities. In addition, the Directors are also required to exercise their
judgement in the process of applying the accounting policies. The areas involving such judgements, estimates
and assumptions are disclosed in Note 6 to the financial statements. Although these estimates and assumptions
are based on the Directors best knowledge of events and actions, actual results could differ from those
estimates.
4.2 Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and all its
subsidiaries. Control is achieved when the Group is exposed, or has rights, to variable returns from its
involvement with the investee and has the ability to affect those returns through its power over the investee.
Specifically, the Group controls an investee if and only if the Group has:
(a) Power over the investee;
(b) Exposure, or rights, to variable returns from its involvement with the investee; and
(c) The ability to use its power over the investee to affect its returns.
(contd)
Non-controlling interests, if any, represent equity in subsidiaries that are not attributable, directly or indirectly,
to owners of the parent, and is presented separately in the consolidated statement of profit or loss and other
comprehensive income and within equity in the consolidated statement of financial position, separately from
equity attributable to owners of the Company. Profit or loss and each component of other comprehensive
income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive
income is attributed to non-controlling interests even if this results in the non-controlling interests having a
deficit balance.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control. Subsidiaries are consolidated from the date on which
control is transferred to the Group up to the effective date on which control ceases, as appropriate. Assets,
liabilities, income and expenses of a subsidiary acquired or disposed of during the financial year are included
in the statement of profit or loss and other comprehensive income from the date the Group gains control until
the date the Group ceases to control the subsidiary.
Changes in the Company owners ownership interest in a subsidiary that do not result in a loss of control
are accounted for as equity transactions. In such circumstances, the carrying amounts of the controlling
and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary.
Any difference between the amount by which the non-controlling interest is adjusted and the fair value of
consideration paid or received is recognised directly in equity and attributed to owners of the parent.
If the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between:
(i) The aggregate of the fair value of the consideration received and the fair value of any retained interest;
and
(ii) The previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any
non-controlling interests.
Amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted
for (i.e. reclassified to profit or loss or transferred directly to retained earnings) in the same manner as would
be required if the relevant assets or liabilities were disposed of. The fair value of any investments retained
in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for
subsequent accounting under MFRS 139 Financial Instruments: Recognition and Measurement or, where
applicable, the cost on initial recognition of an investment in associate or joint venture.
51
The financial statements of the subsidiaries are prepared for the same reporting period as that of the Company,
using consistent accounting policies. Where necessary, accounting policies of subsidiaries are changed to
ensure consistency with the policies adopted by the other entities in the Group.
Intragroup balances, transactions, income and expenses are eliminated on consolidation. Unrealised gains
arising from transactions with associates and joint ventures are eliminated against the investment to the extent
of the interest of the Group in the investee. Unrealised losses are eliminated in the same way as unrealised
gains, but only to the extent that there is no impairment.
(contd)
(c) Assets (or disposal groups) that are classified as held for sale in accordance with MFRS 5 Non-current
Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.
52
Acquisition-related costs are recognised as expenses in the periods in which the costs are incurred and the
serviced are received.
Any contingent consideration payable is recognised at fair value at the acquisition date. Measurement period
adjustments to contingent consideration are dealt with as follows:
(a) If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for
within equity.
(b) Subsequent changes to contingent consideration classified as an asset or liability that is a financial
instrument within the scope of MFRS 139 are recognised either in profit or loss or in other comprehensive
income in accordance with MFRS 139. All other subsequent changes are recognised in profit or loss.
In a business combination achieved in stages, previously held equity interests in the acquiree are re-measured
to fair value at the acquisition date and any corresponding gain or loss is recognised in profit or loss.
Components of non-controlling interests in the acquiree that are present ownership interests and entitle their
holders to a proportionate share of the entitys net assets in the event of liquidation (if any) are initially
measured at the present ownership instruments proportionate share in the recognised amounts of the
acquirees identifiable net assets. All other components of non-controlling interests shall be measured at
their acquisition-date fair values, unless another measurement basis is required by MFRSs. The choice of
measurement basis is made on a combination-by-combination basis. Subsequent to initial recognition, the
carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the
non-controlling interests share of subsequent changes in equity.
Any excess of the sum of the fair value of the consideration transferred in the business combination, the
amount of non-controlling interest in the acquiree (if any), and the fair value of the previously held equity
interest of the Group in the acquiree (if any), over the net fair value of the acquirees identifiable assets and
liabilities is recorded as goodwill in the statement of financial position. In instances where the latter amount
exceeds the former, the excess is recognised as a gain on bargain purchase in profit or loss on the acquisition
date.
4.4 Property, plant and equipment and depreciation
All items of property, plant and equipment are initially measured at cost. Cost includes expenditure that is
directly attributable to the acquisition of the asset.
Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate,
only when the cost is incurred and it is probable that the future economic benefits associated with the asset
would flow to the Group and the cost of the asset could be measured reliably. The carrying amount of parts
that are replaced is derecognised. The costs of the day-to-day servicing of property, plant and equipment are
recognised in profit or loss as incurred. Cost also comprises the initial estimate of dismantling and removing
the asset and restoring the site on which it is located for which the Group is obligated to incur when the asset
is acquired, if applicable.
(contd)
Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost
of the asset and which has different useful life, is depreciated separately.
After initial recognition, property, plant and equipment except for freehold land and capital work in progress
are stated at cost less any accumulated depreciation and any accumulated impairment losses.
Depreciation is calculated to write off the cost of the assets to their residual values on a straight line basis over
their estimated useful lives. The principal depreciation periods are as follows:
Freehold land has unlimited useful life and is not depreciated. Capital work in progress is stated at cost and
is not depreciated until such time when the asset is available for use.
At the end of each reporting period, the carrying amount of an item of property, plant and equipment is
assessed for impairment when events or changes in circumstances indicate that its carrying amount may not
be recoverable. A write down is made if the carrying amount exceeds the recoverable amount (see Note 4.9
to the financial statements on impairment of non-financial assets).
The residual values, useful lives and depreciation method are reviewed at the end of each reporting period
to ensure that the amount, method and period of depreciation are consistent with previous estimates and the
expected pattern of consumption of the future economic benefits embodied in the items of property, plant
and equipment. If expectations differ from previous estimates, the changes are accounted for as a change in
an accounting estimate.
The carrying amount of an item of property, plant and equipment is derecognised on disposal or when no
future economic benefits are expected from its use or disposal. The difference between the net disposal
proceeds, if any, and the carrying amount is included in profit or loss.
4.5 Intangible assets
Intangible assets are recognised only when the identifiability, control and future economic benefit probability
criteria are met.
The Group recognises at the acquisition date separately from goodwill, an intangible asset of the acquiree,
irrespective of whether the asset had been recognised by the acquiree before the business combination. Inprocess research and development projects acquired in such combinations are recognised as an asset even if
subsequent expenditure is written off because the criteria specified in the policy for research and development
is not met.
Intangible assets are initially measured at cost. The cost of intangible assets recognised in a business
combination is their fair values as at the date of acquisition.
After initial recognition, intangible assets are carried at cost less any accumulated amortisation and any
accumulated impairment losses. The useful lives of intangible assets are assessed to be either finite or
indefinite. Intangible assets with finite lives are amortised on a straight line basis over the estimated economic
useful lives and are assessed for any indication that the asset could be impaired. If any such indication exists,
the entity shall estimate the recoverable amount of the asset. The amortisation period and the amortisation
method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period.
The amortisation expense on intangible assets with finite lives is recognised in profit or loss and is included
within the other operating expenses line item.
53
50 years
25 years
5 years
3 - 5 years
3 - 5 years
Freehold buildings
Leasehold building
Motor vehicles
Furniture and fixtures
Office equipment and tools
(contd)
15 years
5 years
Expenditure on an intangible item that is initially recognised as an expense is not recognised as part of the
cost of an intangible asset at a later date.
An intangible asset is derecognised on disposal or when no future economic benefits are expected from its
use. The gain or loss arising from the derecognition, which is determined as the difference between the net
disposal proceeds, if any, and the carrying amount of the asset is recognised in profit or loss when the asset
is derecognised.
54
(contd)
55
A subsidiary is an entity in which the Group and the Company are exposed, or have rights, to variable returns
from its involvement with the subsidiary and have the ability to affect those returns through its power over
the subsidiary.
(contd)
Cost is determined on a weighted average basis. The cost comprises all costs of purchase plus other costs
incurred in bringing the inventories to their present location and condition.
56
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs
of completion and the estimated costs necessary to make the sale.
4.11 Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one enterprise and a financial
liability or equity instrument of another enterprise.
A financial asset is any asset that is cash, an equity instrument of another enterprise, a contractual right to
receive cash or another financial asset from another enterprise, or a contractual right to exchange financial
assets or financial liabilities with another enterprise under conditions that are potentially favourable to the
Group.
A financial liability is any liability that is a contractual obligation to deliver cash or another financial asset to
another enterprise, or a contractual obligation to exchange financial assets or financial liabilities with another
enterprise under conditions that are potentially unfavourable to the Group.
Financial instruments are recognised on the statement of financial position when the Group has become a party
to the contractual provisions of the instrument. At initial recognition, a financial instrument is recognised at
fair value plus, in the case of a financial instrument not at fair value through profit or loss, transaction costs
that are directly attributable to the acquisition or issuance of the financial instrument.
An embedded derivative is separated from the host contract and accounted for as a derivative if, and only
if the economic characteristics and risks of the embedded derivative is not closely related to the economic
characteristics and risks of the host contract, a separate instrument with the same terms as the embedded
derivative meets the definition of a derivative, and the hybrid instrument is not measured at fair value through
profit or loss.
(a) Financial assets
A financial asset is classified into the following four (4) categories after initial recognition for the purpose
of subsequent measurement:
(i) Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss comprise financial assets that are held for trading
(i.e. financial assets acquired principally for the purpose of resale in the near term), derivatives
(both, freestanding and embedded) and financial assets that were specifically designated into this
classification upon initial recognition.
(contd)
Financial assets classified as held-to-maturity comprise non-derivative financial assets with fixed
or determinable payments and fixed maturity that the Group has the positive intention and ability to
hold to maturity.
Subsequent to initial recognition, financial assets classified as held-to-maturity are measured at
amortised cost using the effective interest method. Gains or losses on financial assets classified
as held-to-maturity are recognised in profit or loss when the financial assets are derecognised or
impaired, and through the amortisation process.
(iii) Loans and receivables
Financial assets classified as loans and receivables comprise non-derivative financial assets with
fixed or determinable payments that are not quoted in an active market.
Subsequent to initial recognition, financial assets classified as loans and receivables are measured at
amortised cost using the effective interest method. Gains or losses on financial assets classified as
loans and receivables are recognised in profit or loss when the financial assets are derecognised or
impaired, and through the amortisation process.
(iv) Available-for-sale financial assets
Financial assets classified as available-for-sale comprise non-derivative financial assets that are
designated as available-for-sale or are not classified as loans and receivables, held-to-maturity
investments or financial assets at fair value through profit or loss.
Subsequent to initial recognition, financial assets classified as available-for-sale are measured at
fair value. Any gains or losses arising from changes in the fair value of financial assets classified
as available-for-sale are recognised directly in other comprehensive income, except for impairment
losses and foreign exchange gains and losses, until the financial asset is derecognised, at which time
the cumulative gains or losses previously recognised in other comprehensive income are recognised
in profit or loss. However, interest calculated using the effective interest method is recognised in
profit or loss whilst dividends on available-for-sale equity instruments are recognised in profit or
loss when the right of the Group to receive payment is established.
Cash and bank balances include cash and cash equivalents, bank overdrafts, fixed deposits pledged to
financial institutions, deposits and other short term, highly liquid investments with original maturities
of three (3) months or less, which are readily convertible to cash and are subject to insignificant risk of
changes in value.
57
(contd)
A regular way purchase or sale of financial assets shall be recognised and derecognised, as applicable,
using trade date accounting.
58
(contd)
(c) Equity
An equity instrument is any contract that evidences a residual interest in the assets of the Group and the
Company after deducting all of its liabilities. Ordinary shares are classified as equity instruments.
Ordinary shares are recorded at the nominal value and proceeds in excess of the nominal value of shares
issued, if any, are accounted for as share premium. Both ordinary shares and share premium are classified
as equity. Transaction costs of an equity transaction are accounted for as a deduction from equity, net of
any related income tax benefit. Otherwise, they are charged to profit or loss.
Interim dividends to shareholders are recognised in equity in the period in which they are declared. Final
dividends are recognised upon the approval of shareholders in a general meeting.
The Group measures a liability to distribute non-cash assets as a dividend to the owners of the Company
at the fair value of the assets to be distributed. The carrying amount of the dividend is remeasured at the
end of each reporting period and at the settlement date, with any changes recognised directly in equity
as adjustments to the amount of the distribution. On settlement of the transaction, the Group recognises
the difference, if any, between the carrying amounts of the assets distributed and the carrying amount of
the liability in profit or loss.
When the Group repurchases its own shares, the shares repurchased would be accounted for using the
treasury stock method.
Where the treasury stock method is applied, the shares repurchased and held as treasury shares shall be
measured and carried at the cost of repurchase on initial recognition and subsequently. It shall not be
revalued for subsequent changes in the fair value or market price of the shares.
The carrying amount of the treasury shares shall be offset against equity in the statement of financial
position. To the extent that the carrying amount of the treasury shares exceeds the share premium
account, it shall be considered as a reduction of any other reserves as may be permitted by the Main
Market Listing Requirements.
No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the own
equity instruments of the Company. If such shares are issued by resale, any difference between the sales
consideration and the carrying amount is shown as a movement in equity.
59
Recognised insurance liabilities are only removed from the statement of financial position when, and
only when, it is extinguished via a discharge, cancellation or expiration.
At the end of each reporting period, the Group assesses whether its recognised insurance liabilities are
adequate, using current estimates of future cash flows under its insurance contracts. If this assessment
shows that the carrying amount of the insurance liabilities is inadequate, the entire deficiency shall be
recognised in profit or loss.
(contd)
The Group collectively considers factors such as the probability of bankruptcy or significant financial
difficulties of the receivable, and default or significant delay in payments by the receivable, to determine
whether there is objective evidence that an impairment loss on loans and receivables has occurred. Other
objective evidence of impairment include historical collection rates determined on an individual basis
and observable changes in national or local economic conditions that are directly correlated with the
historical default rates of receivables.
60
If any such objective evidence exists, the amount of impairment loss is measured as the difference
between the financial assets carrying amount and the present value of estimated future cash flows
discounted at the financial assets original effective interest rate. The impairment loss is recognised in
profit or loss.
The carrying amount of loans and receivables is reduced through the use of an allowance account.
If in a subsequent period, the amount of the impairment loss decreases and it objectively relates to
an event occurring after the impairment was recognised, the previously recognised impairment loss
is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the
reversal date. The amount of impairment reversed is recognised in profit or loss.
(b) Available-for-sale financial assets
The Group collectively considers factors such as significant or prolonged decline in fair value below
cost, significant financial difficulties of the issuer or obligor, and the disappearance of an active trading
market as objective evidence that available-for-sale financial assets are impaired.
If any such objective evidence exists, an amount comprising the difference between the financial assets
cost (net of any principal payment and amortisation) and current fair value, less any impairment loss
previously recognised in profit or loss, is transferred from equity to profit or loss.
Impairment losses in respect of unquoted equity instrument that is carried at cost is recognised in profit
or loss and is measured as the difference between the financial assets carrying amount and the present
value of estimated future cash flows discounted at the current market rate of return for a similar financial
asset.
Impairment losses on available-for-sale equity investments are not reversed in profit or loss in the
subsequent periods. Instead, any increase in the fair value subsequent to the impairment loss is recognised
in other comprehensive income.
4.13 Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualified asset
is capitalised as part of the cost of the asset until when substantially all the activities necessary to prepare
the asset for its intended use or sale are complete, after which such expense is charged to profit or loss. A
qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use
or sale. Capitalisation of borrowing cost is suspended during extended periods in which active development
is interrupted.
The amount of borrowing costs eligible for capitalisation is the actual borrowing costs incurred on the
borrowing during the period less any investment income on the temporary investment of the borrowing.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
(contd)
Deferred tax is recognised for all temporary differences, unless the deferred tax arises from the initial
recognition of an asset or liability in a transaction which is not a business combination and at the time of
transaction, affects neither accounting profit nor taxable profit.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits would
be available against which the deductible temporary differences, unused tax losses and unused tax credits
can be utilised. The carrying amount of a deferred tax asset is reviewed at the end of each reporting
period. If it is no longer probable that sufficient taxable profits would 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 would be
reduced accordingly. When it becomes probable that sufficient taxable profits would be available, such
reductions would be reversed to the extent of the taxable profits.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current
tax assets against current tax liabilities and when the deferred income taxes relate to the same taxation
authority on either:
(i) The same taxable entity; or
(ii) Different taxable entities which intend either to settle current tax liabilities and assets on a net
basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which
significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Deferred tax would be recognised as income or expense and included in the profit or loss for the period
unless the tax relates to items that are credited or charged, in the same or a different period, directly to
equity, in which case the deferred tax would be charged or credited directly to equity.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when
the asset is realised or the liability is settled, based on the announcement of tax rates and tax laws by the
Government in the annual budgets which have the substantive effect of actual enactment by the end of
each reporting period.
4.15 Provisions
Provisions are recognised when there is a present obligation, legal or constructive, as a result of a past event,
when it is probable that an outflow of resources embodying economic benefits would be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation.
61
Deferred tax is recognised in full using the liability method on temporary differences arising between the
carrying amount of an asset or liability in the statement of financial position and its tax base.
(contd)
62
Provision for restoration costs is included in the carrying amounts of furniture and fixtures. This provision
is recognised in respect of the obligation of the Group to restore leased outlets to its original state upon the
expiry of tenancy agreements.
4.16 Contingent liabilities and contingent assets
A contingent liability is a possible obligation that arises from past events whose existence would be confirmed
by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group
or a present obligation that is not recognised because it is not probable that an outflow of resources would
be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a
liability that cannot be recognised because it cannot be measured reliably. The Group does not recognise a
contingent liability but discloses its existence in the financial statements.
A contingent asset is a possible asset that arises from past events whose existence would be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group. The
Group does not recognise contingent assets but disclose its existence where inflows of economic benefits are
probable, but not virtually certain.
In the acquisition of subsidiaries by the Group under business combinations, contingent liabilities assumed
are measured initially at their fair value at the acquisition date.
4.17 Employee benefits
(a) Short term employee benefits
Wages, salaries, social security contributions, paid annual leave, paid sick leave, bonuses and nonmonetary benefits are measured on an undiscounted basis and are expensed when employees rendered
their services to the Group.
Short term accumulating compensated absences such as paid annual leave are recognised as an expense
when employees render services that increase their entitlement to future compensated absences. Short
term non-accumulating compensated absences such as sick leave are recognised when the absences
occur and they lapse if the current periods entitlement is not used in full and do not entitle employees to
a cash payment for unused entitlement on leaving the Group.
Bonuses are recognised as an expense when there is a present, legal or constructive obligation to make
such payments, as a result of past events and when a reliable estimate can be made of the amount of the
obligation.
(contd)
63
Items included in the financial statements of each of the entities of the Group are measured using the
currency of the primary economic environment in which the entity operates (the functional currency).
The consolidated financial statements are presented in Ringgit Malaysia, which is the functional and
presentation currency of the Company.
(contd)
The Group reports separately information about each operating segment that meets any of the following
quantitative thresholds:
64
(a) Its reported revenue, including both sales to external customers and intersegment sales or transfers, is ten
percent (10%) or more of the combined revenue, internal and external, of all operating segments.
(b) The absolute amount of its reported profit or loss is ten percent (10%) or more of the greater, in absolute
amount of:
(i) The combined reported profit of all operating segments that did not report a loss; and
(ii) The combined reported loss of all operating segments that reported a loss.
(c) Its assets are ten percent (10%) or more of the combined assets of all operating segments.
Operating segments that do not meet any of the quantitative thresholds may be considered reportable, and
separately disclosed, if the management believes that information about the segment would be useful to users
of the financial statements.
Total external revenue reported by operating segments shall constitute at least seventy-five percent (75%) of
the revenue of the Group. Operating segments identified as reportable segments in the current financial year
in accordance with the quantitative thresholds would result in a restatement of prior period segment data for
comparative purposes.
4.21 Revenue recognition
Revenue is measured at the fair value of the consideration received or receivables, net of discounts and
rebates.
Revenue is recognised to the extent that it is probable that the economic benefits associated with the
transaction would flow to the Group, and the amount of revenue and the cost incurred or to be incurred in
respect of the transaction can be reliably measured and specific recognition criteria have been met for each
of the activities of the Group as follows:
(a) Sale of goods
Revenue from sale of goods is recognised when significant risk and rewards of ownership of the goods has
been transferred to the customer and where the Group does not have continuing managerial involvement
over the goods, which coincides with the delivery of goods and services and acceptance by customers.
(b) Commission income
Commission income is recognised at the fair value of the consideration receivable upon the sales of
goods.
(contd)
The Group measures the fair value of an asset or a liability by taking into account the characteristics of the
asset or liability if market participants would take these characteristics into account when pricing the asset or
liability. The Group has considered the following characteristics when determining fair value:
(a) The condition and location of the asset; and
(b) Restrictions, if any, on the sale or use of the asset.
The fair value measurement for a non-financial asset takes into account the ability of the market participant
to generate economic benefits by using the asset in its highest and best use or by selling it to another market
participant that would use the asset in its highest and best use.
65
Revenue from customer loyalty points is recognised when the obligation in respect of the awards is
fulfilled.
(contd)
66
The Group and Company adopted the following Standards of the MFRS Framework that were issued by the
Malaysian Accounting Standards Board (MASB) during the financial year.
Title
Effective Date
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
There is no material effect upon the adoption of the above Standards during the financial year other than:
(a) MFRS 12, which is mandatory for annual periods beginning on or after 1 January 2013.
This Standard prescribes the disclosure requirements relating to interests of an entity in subsidiaries, joint
arrangements, associates and structured entities. This Standard requires a reporting entity to disclose
information that helps users to assess the nature and financial effects of the relationship of the reporting
entity with other entities.
Following the adoption of this Standard, the Group has disclosed the requirements applicable to the
Group in Note 10 to the financial statements.
(b) MFRS 13, which is mandatory for annual periods beginning on or after 1 January 2013.
This Standard is now the sole MFRS containing the framework for determining the measurement of fair
value and the disclosure of information relating to fair value measurement, when fair value measurements
and/or disclosures are required or permitted by other MFRSs.
As a result, the guidance and requirements relating to fair value measurement that were previously
located in other MFRSs have now been relocated to MFRS 13.
PADINI HOLDINGS BERHAD
(50202-A)
(contd)
Whilst there have been some rewording of the previous guidance on MFRS 13, there are very few
changes to the previous fair value measurement requirements. Instead, MFRS 13 is intended to clarify the
measurement objective, harmonise the disclosure requirements, and improve consistency in application
of fair value measurement.
MFRS 13 did not materially impact any fair value measurements of the assets or liabilities of the Group.
It has only a presentation and disclosure impact and therefore, has no effect on the financial position or
performance of the Group.
Title
Effective Date
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
IC Interpretation 21 Levies
1 January 2014
1 July 2014
1 July 2014
1 July 2014
Deferred
Deferred
Deferred
Deferred
1 January 2016
1 January 2016
1 January 2016
1 January 2016
1 January 2017
The Group is in the process of assessing the impact of implementing these Standards, since the effects would
only be observable for the future financial years.
67
The following are Standards of the MFRS Framework that have been issued by the Malaysian Accounting
Standards Board (MASB) but have not been early adopted by the Group and the Company.
5.2 New MFRSs that have been issued, but only effective for annual periods beginning on or after 1
January 2014
(contd)
(a) Classification between investment property and property, plant and equipment
68
The Group has developed certain criteria based on MFRS 140 in making judgement whether a property
qualifies as an investment property. Investment property is a property held to earn rentals or for capital
appreciation or both.
Some properties comprise a portion that is held to earn rentals or for capital appreciation and another
portion that is held for use in the production or supply of goods or services or for administrative purposes.
If these portions could be sold separately (or leased out separately under a finance lease), the Group
would account for the portions separately. If the portions could not be sold separately, the property is an
investment property only if an insignificant portion is held for use in the production or supply of goods or
services or for administrative purposes. Judgement is made on an individual property basis to determine
whether ancillary services are so significant that a property does not qualify as investment property.
(b) Significant influence
Significant influence is presumed to exist when an entity holds twenty percent (20%) or more of the
voting rights of another entity, unless it can be clearly demonstrated otherwise.
The Group holds a forty percent (40%) interest in Cassardi Corporation Sdn. Bhd. (Cassardi) for which
the Group has determined that it does not hold significant influence over Cassardi as:
(i) The Group does not have any representative on the board of directors of Cassardi, and is therefore
unable to participate in policy-making processes of Cassardi;
(ii) There are no material transactions between the Group and Cassardi; and
(iii) There is no interchange of managerial personnel and provision of essential technical information
between the Group and Cassardi.
Based on this, the Group considers that it does not have the power to exercise significant influence and
has treated its interest in Cassardi as a simple investment in unquoted shares.
(c) Operating lease commitments the Group as lessor
The Group has entered into commercial property leases on its investment property portfolio. The Group
has determined that it retains all the significant risks and rewards of ownership of this property which is
leased out as operating leases due to the lease period of two (2) years out of the investment propertys
economic life of seventy five (75) years.
(d) Contingent rental
The Group has entered into tenancy agreements for the lease of outlets, which contain contingent rental
features based on predetermined revenue thresholds. The Group has determined that these contingent rental
features are not embedded derivatives to be separately accounted for due to the economic characteristics
and risks of these contingent rental features are closely related to the economic characteristics and risks
of the underlying tenancy agreements. There are no leverage features contained within these contingent
rental features.
(contd)
69
Term loan agreements entered into by the Group include repayment on demand clauses at the discretion of
financial institutions. The Group believes that in the absence of a default being committed by the Group,
these financial institutions are not entitled to exercise its right to demand for repayment. Accordingly,
the carrying amount of the term loans have been classified between current and non-current liabilities
based on their repayment period.
(contd)
70
Significant judgement is required in determining the capital allowances, deductibility of certain expenses
and taxability of certain income during the estimation of the provision for income taxes. There are
transactions during the ordinary course of business for which the ultimate tax determination is uncertain.
The Group recognises tax liabilities based on estimates of whether additional taxes would be due. Where
the final tax outcome is different from the amounts that were initially recorded, such differences would
impact the income tax and deferred tax provisions in the period in which such determination is made.
(g) Fair values of borrowings
The fair values of borrowings are estimated by discounting future contractual cash flows at the current
market interest rates available to the Group for similar financial instruments. Sensitivity analysis of the
effects of interest rate risk has been disclosed in Note 35(c) to the financial statements.
(h) Provision for restoration costs
The Group estimates provision for restoration costs based on historical costs incurred per square feet
of sales area. The estimated provision for restoration costs are reviewed periodically and are updated
if expectations differ from previous estimates due to changes in cost factors. Where expectations differ
from the original estimates, the differences would impact the carrying amount of provision for restoration
costs.
(i) Deferred revenue for customer loyalty points
The Group maintains a customer loyalty program that allows its members to accumulate customer
loyalty points on the purchases of the Groups products sold in its own retail outlets. These customer
loyalty points are then converted into rebate vouchers and sent to the customers based on the terms and
conditions in force.
The Group treats the loyalty program as a separate component of the sales transaction in which they are
granted. The Group has estimated the fair value of the unredeemed rebate vouchers issued to members
and the unconverted loyalty points and has accounted for it as deferred revenue. This deferred revenue
is recognised as revenue when the issued rebate vouchers are redeemed in the Groups own retail outlets
or when the rebate vouchers have expired without being redeemed.
(j) Impairment of investments in subsidiaries
Management reviews the investments in subsidiaries for impairment when there is an indication of
impairment.
The recoverable amounts of the investments in subsidiaries are assessed by reference to the higher of the
fair values less cost to sell and the value in use of the respective subsidiaries.
Estimating a value in use requires management to make an estimate of the expected future cash flows to
be derived from continuing use of the asset and from its ultimate disposal, expectations about possible
variations in the amount, timing of those cash flows, the time value of money, price for inherent
uncertainty risk and other relevant factors.
(contd)
The Group measures these elements in the financial statements at fair value:
(i) Investment property, Note 9 to the financial statements; and
(ii) Financial instruments, Note 34 to the financial statements.
71
The Group engages a professional valuer to perform valuation on an investment property as disclosed in
Note 9 to the financial statements. This valuation report would be tabled annually to the Audit Committee
for approval, where applicable.
The classification of an item into the above levels is based on the lowest level of the inputs used in the
fair value measurement of the item. Transfers of items between levels are recognised in the period they
occur.
72
Written off
Translation adjustments
Disposals
Written off
Translation adjustments
(50202-A)
12,240
Carrying amount
Accumulated depreciation
12,240
Disposals
31,942
5,280
745
4,535
37,222
37,222
RM000
RM000
12,240
buildings
Freehold
land
Freehold
Additions
At cost
Group
1,334
579
58
516
1,913
21
1,892
RM000
building
Leasehold
1,604
4,611
(396)
658
4,349
6,215
(396)
879
5,732
RM000
vehicles
Motor
38,306
78,357
(9,457)
13,942
73,872
116,663
(10,199)
29,340
97,522
RM000
fixtures
Furniture and
Office
23,291
36,985
(3,160)
(56)
7,333
32,867
60,276
(3,399)
(57)
13,919
49,812
RM000
and tools
equipment
108,717
125,812
(12,617)
(452)
22,736
116,139
234,529
22
(13,598)
(453)
44,138
204,420
RM000
Total
(50202-A)
Written off
Reclassifications
Translation adjustments
Disposals
Written off
Reclassifications
Translation adjustments
32,687
4,535
744
3,791
37,222
1,376
516
87
427
1,892
(6)
10
1,888
RM000
building
Leasehold
1,383
4,349
(179)
711
3,817
5,732
(183)
589
5,326
RM000
vehicles
Motor
23,650
73,872
73
3,046
(6,359)
12,392
64,793
97,522
4,041
(6,435)
(1)
10,135
89,782
RM000
and fixtures
Furniture
12,240
Carrying amount
Accumulated depreciation
12,240
Disposals
37,222
RM000
12,240
buildings
land
Freehold
RM000
Additions
At cost
Group
Freehold
16,945
32,867
(3,046)
(1,162)
7,452
29,623
49,812
(4,041)
(1,220)
(1)
5,899
49,175
RM000
and tools
equipment
(8)
RM000
in progress
Capital work
Total
88,281
116,139
(7,521)
(179)
21,386
102,451
204,420
(6)
(8)
(7,655)
(185)
16,633
195,641
RM000
74
Disposals
12,240
Carrying amount
Accumulated depreciation
12,240
Disposals
31,267
4,790
721
4,069
36,057
36,057
RM000
RM000
12,240
buildings
Freehold
Freehold land
Additions
At cost
Company
(54)
54
(54)
54
RM000
vehicles
Motor
11
3,214
12
3,202
3,225
3,225
RM000
fixtures
Furniture and
10
1,674
1,671
1,684
10
1,674
RM000
and tools
Office
equipment
43,528
9,678
(54)
736
8,996
53,206
(54)
10
53,250
RM000
Total
(50202-A)
(50202-A)
Disposals
31,988
4,069
721
3,348
36,057
75
54
(53)
107
54
(53)
107
RM000
vehicles
Motor
12,240
Carrying amount
Accumulated depreciation
12,240
Disposals
36,057
RM000
12,240
buildings
RM000
Freehold
Freehold land
Additions
At cost
Company
23
3,202
12
3,190
3,225
3,223
RM000
fixtures
Furniture and
1,671
1,664
1,674
1,674
RM000
and tools
Office
equipment
Total
44,254
8,996
(53)
740
8,309
53,250
(53)
53,301
RM000
(contd)
76
Company
2014
2013
2014
2013
RM000
RM000
RM000
RM000
44,138
16,633
10
(766)
(412)
(1,744)
(104)
41,628
16,117
10
(b) The carrying amounts of the property, plant and equipment of the Group held under hire purchase and lease
creditors at the end of the reporting period are as follows:
Group
Motor vehicles
2014
2013
RM000
RM000
1,299
868
Details of the terms and conditions of the finance leases arrangements are disclosed in Notes 19 and 35 to the
financial statements respectively.
(c) Certain freehold land and buildings have been pledged as securities to banks for financing facilities granted to
the Group and the Company as disclosed in Note 18(b) to the financial statements with carrying amounts as
follows:
Group
Freehold land
Freehold buildings
Company
2014
2013
2014
2013
RM000
RM000
RM000
RM000
4,892
4,892
4,892
4,892
18,919
19,337
18,244
18,638
23,811
24,229
23,136
23,530
(contd)
8. INTANGIBLE ASSETS
System,
applications
Computer
and products
software
Total
RM000
RM000
RM000
7,030
2,170
9,200
Additions
491
491
Written off
(7)
(7)
7,030
2,654
9,684
1,445
1,082
2,527
469
425
894
(4)
(4)
1,914
1,503
3,417
5,116
1,151
6,267
Group
At cost
Balance as at 1 July 2013
7,030
1,962
8,992
Additions
282
282
Written off
(82)
(82)
7,030
2,170
9,200
976
837
1,813
469
327
796
(82)
(82)
1,445
1,082
2,527
5,585
1,088
6,673
Written off
Balance as at 30 June 2013
Carrying amount
Balance as at 30 June 2013
77
Accumulated amortisation
(contd)
2013
RM000
RM000
82
Written off
(82)
82
Written off
(82)
Company
At cost
Accumulated amortisation
78
Carrying amount
Balance as at 30 June 2014/2013
9. INVESTMENT PROPERTY
Group
2014
2013
RM000
RM000
Workshop, at valuation
2,911
2,591
167
318
Translation adjustments
30
3,108
2,911
(a) Direct operating expenses arising from the investment property generating rental income during the financial
year are as follows:
Group
2014
2013
RM000
RM000
14
13
(contd)
Level 2
Level 3
Total
RM000
RM000
RM000
RM000
3,108
3,108
2,911
2,911
2014
Workshop
2013
Workshop
(iii) The fair value measurement of the investment property is based on the highest and best use, which does not
differ from their actual use.
10. INVESTMENTS IN SUBSIDIARIES
Company
2014
2013
RM000
RM000
Unquoted shares
259,369
259,369
(11,282)
(11,282)
248,087
248,087
At cost:
79
(ii) Investment property at Level 2 fair value was determined by an external and independent property
valuer, who is a member of The Hong Kong Institute of Surveyors. The professional valuer has adopted
the comparison approach, making reference to relevant comparable transactions in the market, and the
investment approach whereby the market value was calculated on the basis of capitalisation of the net
income receivable with due allowance for reversion income potential. In arriving with the valuation, the
independent professional valuer has made adjustment for factors, which would affect the market value of
the investment property including but not limited to views, size, floor levels and time factor. The valuation
had resulted in a fair value gain of RM167,000 (2013 : RM318,000) to the Group to reflect its fair value of
RM3,108,000 or equivalent to HKD7,500,000 (2013: RM2,911,000 or equivalent to HKD7,100,000).
(i) There were no transfers between Level 1 and Level 2 fair value measurements during the financial years
ended 30 June 2014 and 30 June 2013.
(contd)
Name of company
80
Country of
incorporation
Effective equity
interest
2014
2013
%
%
Principal activities
Malaysia
100
100
Malaysia
100
100
Malaysia
100
100
Malaysia
100
100
Malaysia
100
100
Malaysia
100
100
Hong Kong
100
100
Malaysia
100
100
Dormant
Malaysia
100
100
Dormant
Non-current
2014
RM000
Group
2013
RM000
Company
2014
2013
RM000
RM000
560
175
560
175
560
560
735
735
560
560
73,781
12,323
22,233
12,323
74,516
13,058
22,793
12,883
Current
(a) Information on the fair value hierarchy is disclosed in Note 34(d) to the financial statements.
(b) Information on financial risks of other investments is disclosed in Note 35 to the financial statements.
(contd)
2014
2013
RM000
RM000
(1,053)
(693)
(652)
(360)
(1,705)
(1,053)
648
1,306
(2,353)
(2,359)
(1,705)
(1,053)
(b) The components and movements of deferred tax assets and liabilities during the financial year prior to offsetting
are as follows:
Deferred tax assets of the Group
Other
deductible
Unabsorbed
capital
Deferred
temporary
allowances
revenue
differences
Total
RM000
RM000
RM000
RM000
958
644
1,602
(39)
(64)
(103)
919
580
1,499
Set-off of tax
(851)
648
176
1,108
606
1,890
(176)
(150)
38
(288)
958
644
1,602
(296)
1,306
81
(contd)
(2,655)
(549)
(3,204)
Set-off of tax
82
851
(2,353)
(2,583)
(72)
(2,655)
Set-off of tax
296
(2,359)
(c) The amounts of temporary differences for which no deferred tax assets have been recognised in the statements
of financial position are as follows:
Group
Company
2014
2013
2014
2013
RM000
RM000
RM000
RM000
4,926
4,926
811
811
811
811
(3)
22
(3)
22
5,734
5,759
808
833
Deferred tax assets of the Company has not been recognised in respect of these items as these items were derived
from different business sources and it is not probable that taxable profits of the Company from the same business
source would be available against which the deductible temporary differences could be utilised.
Deferred tax assets of certain subsidiaries have not been recognised in respect of these items as it is not probable
that taxable profits of the subsidiaries would be available against which the deductible temporary differences
could be utilised.
The deductible temporary differences do not expire under current tax legislation.
(contd)
13. INVENTORIES
2014
RM000
At cost
Completed garments, shoes and accessories
Raw materials and manufacturing accessories
Group
2013
RM000
213,974
136,458
163
188
214,137
136,646
7,929
7,192
7,929
7,192
222,066
143,838
(a) During the financial year, inventories of the Group recognised as cost of sales amounted to RM451,205,000
(2013: RM404,974,000). The amounts of write down and write off of inventories and inventory losses recognised
as cost of sales during the financial year are as follows:
2014
RM000
Inventory losses
Inventories written down to net realisable values
Group
2013
RM000
5,038
6,460
480
1,554
1,960
1,957
7,478
9,971
2013
RM000
2014
RM000
Company
2013
RM000
21,580
23,124
10,132
70,497
2014
RM000
Trade receivables
Third parties
Group
181
78
24,808
21,058
71
71
24,989
21,136
10,203
70,568
46,569
44,260
10,203
70,568
8,588
5,349
49
53
55,157
49,609
10,252
70,621
Prepayments
Prepayments
83
(contd)
Group
84
Ringgit Malaysia
US Dollar
Company
2014
2013
2014
2013
RM000
RM000
RM000
RM000
43,989
39,830
10,203
70,568
2,503
4,343
46
56
Chinese Renminbi
31
31
46,569
44,260
10,203
70,568
(d) The ageing analysis of trade receivables of the Group are as follows:
Group
2014
2013
RM000
RM000
14,944
16,603
1 to 30 days
3,602
5,234
31 to 60 days
1,538
837
61 to 90 days
734
268
762
182
6,636
6,521
21,580
23,124
(contd)
Group
2013
RM000
Company
2014
2013
RM000
RM000
97,450
12
206,214
12
3,880
39,926
97,462
206,226
3,880
39,926
(a) Information on financial risks of cash and bank balances is disclosed in Note 35 to the financial statements.
(b) The currency exposure profile of cash and bank balances is as follows:
2014
RM000
Ringgit Malaysia
US Dollar
Hong Kong Dollar
Chinese Renminbi
Korean Won
Group
2013
RM000
Company
2014
2013
RM000
RM000
71,829
25,397
68
166
2
184,107
20,927
1,015
168
9
3,880
39,926
97,462
206,226
3,880
39,926
(c) Deposit with a licensed bank of the Group has been pledged as security for transaction costs on banking facilities
granted to a subsidiary.
(d) For the purpose of the statements of cash flows, cash and cash equivalents comprise the following as at the end
of each reporting period:
2014
RM000
Group
2013
RM000
Company
2014
2013
RM000
RM000
97,450
12
206,214
12
3,880
39,926
97,462
(12)
206,226
(12)
3,880
39,926
97,450
206,214
3,880
39,926
85
2014
RM000
(contd)
Number
of shares
000
2014
2013
RM000
Number
of shares
000
1,000,000
100,000
1,000,000
100,000
657,910
65,791
657,910
65,791
RM000
(a) The owners of the parent are entitled to receive dividends as and when declared by the Company and are entitled
to one (1) vote per ordinary share at meetings of the Company. All ordinary shares rank pari passu with regard
to the residual assets of the Company.
86
(b) The shareholders of the Company, by way of a resolution passed at the Annual General Meeting held on 19
December 2013 renewed the authority given to the Directors to repurchase up to 10% of the issued and paid-up
ordinary share capital of the Company (Share Buy-Back). The Directors of the Company are committed to
enhancing the value of the Company to its shareholders and believe that the purchase plan can be applied in the
best interests of the Company and its shareholders.
There was no repurchase of ordinary share during the financial year.
17. RESERVES
2014
RM000
Group
2013
RM000
2014
RM000
Company
2013
RM000
3,772
3,772
3,772
Non-distributable
Share premium
Available-for-sale reserve
Exchange translation reserve
3,772
55
55
(1,051)
(1,236)
2,776
2,591
3,772
3,772
319,097
303,844
247,537
321,039
321,873
306,435
251,309
324,811
Distributable
Retained earnings
(contd)
Company
2014
2013
2014
2013
RM000
RM000
RM000
RM000
360
241
2,556
2,441
1,435
1,372
2,916
2,682
1,435
1,372
31,639
9,793
2,638
6,251
34,277
16,044
37,193
18,726
1,435
1,372
781
447
14,233
16,791
9,544
10,968
15,014
17,238
9,544
10,968
1,141
688
Term loans
16,789
19,232
10,979
12,340
Bankers acceptances
31,639
9,793
2,638
6,251
52,207
35,964
10,979
12,340
Current liabilities
Term loans
Unsecured
Bankers acceptances
Revolving credits
Non-current liabilities
Secured
Hire purchase and lease creditors (Note 19)
Term loans
Total borrowings
Hire purchase and lease creditors (Note 19)
Revolving credits
(a) Bankers acceptances amounting to RM17,933,000 (2013: RM8,162,000) and revolving credits of the Group
are guaranteed by the Company. The remaining bankers acceptances of the Group amounting to RM13,706,000
(2013: RM1,631,000) are guaranteed by certain subsidiaries.
(b) Term loans of the Group and of the Company are secured by way of legal charges over certain property, plant
and equipment of the Group and of the Company as disclosed in Note 7(c) to the financial statements.
87
Secured
(contd)
Company
2014
2013
2014
2013
RM000
RM000
RM000
RM000
2,556
2,441
1,435
1,372
11,119
10,965
6,430
6,149
3,114
5,826
3,114
4,819
16,789
19,232
10,979
12,340
(d) Information on financial risks of borrowings is disclosed in Note 35 to the financial statements.
88
2013
RM000
RM000
404
268
- later than one (1) year but not later than five (5) years
833
472
1,237
740
(96)
(52)
1,141
688
360
241
781
447
1,141
688
Information on financial risks of hire purchase and lease creditors is disclosed in Note 35 to the financial statements.
(contd)
2013
RM000
RM000
5,034
3,904
293
481
Non-current
Provision for restoration costs
Current
Provision for restoration costs
(a) Provision for restoration costs comprises estimates of reinstatement costs for lease outlets upon the expiry of
tenancy agreements.
2014
2013
RM000
RM000
4,385
3,857
1,744
104
416
424
(881)
(337)
5,327
4,385
Company
2014
2013
2014
2013
RM000
RM000
RM000
RM000
81,919
69,445
23,985
12,718
60
18
Accruals
4,277
2,974
238
174
3,680
3,836
12,609
113,861
88,973
298
12,801
Trade payables
Third parties
Other payables
Other payables
(a) Trade payables are non-interest bearing and the normal trade credit terms granted to the Group range from 30 to
90 days (2013: 30 to 90 days) from date of invoice.
(b) In the previous financial year, amount owing to a subsidiary mainly represented payments made on behalf,
which were unsecured, interest-free and payable upon demand in cash and cash equivalents.
89
Group
(contd)
2013
RM000
RM000
3,836
4,435
3,905
3,975
Redemptions
(2,783)
(2,962)
(1,278)
(1,612)
3,680
3,836
90
The deferred revenue arising from customer loyalty points are estimated based on the amount of unredeemed
rebate vouchers and loyalty points outstanding as at the end of each reporting period that are expected to be
redeemed before expiry.
(d) The currency exposure profile of payables (excluding deferred revenue from customer loyalty points) is as
follows:
Group
Company
2014
2013
2014
2013
RM000
RM000
RM000
RM000
108,035
81,083
298
12,801
1,323
3,240
786
810
Singapore Dollar
34
Chinese Renminbi
110,181
85,137
298
12,801
Ringgit Malaysia
US Dollar
Hong Kong Dollar
(e) Included in trade payables of the Group are advance payments received from customers against confirmed
purchase orders amounting to RM1,719,000 (2013: RM2,158,000).
(f) Information on financial risks of trade and other payables is disclosed in Note 35 to the financial statements.
(contd)
RM000
RM000
56,257
48,613
Later than one (1) year but not later than five (5) years
52,033
47,444
108,290
96,057
Certain lease rentals are subject to contingent rental, which are determined based on a percentage of sales generated
from outlets.
23. CONTINGENT LIABILITIES
Company
2014
2013
RM000
RM000
- secured
10,800
10,800
- unsecured
68,275
68,083
24,144
15,754
103,219
94,637
2013
RM000
RM000
Ringgit Malaysia
83,944
75,554
US Dollar
19,275
19,083
103,219
94,637
(b) The Directors are of the view that the chances of the financial institutions and landlords to call upon the corporate
guarantees are remote. Accordingly, the fair values of the above corporate guarantees given to subsidiaries for
banking facilities and to landlords for non-cancellable leases of business premises are negligible.
PADINI HOLDINGS BERHAD
(50202-A)
91
2013
Group
2014
(contd)
24. REVENUE
Group
Company
2014
2013
2014
2013
RM000
RM000
RM000
RM000
863,853
785,492
2,249
3,429
156
599
- other investments
391
245
- subsidiaries
125,190
866,258
789,520
391
125,435
Sales of goods
Commission income
Deferred revenue from customer loyalty points
92
2013
RM000
RM000
451,205
404,974
7,541
5,987
Others
7,478
9,971
466,224
420,932
Inventories sold
Others represent inventory losses, inventories written down and inventories written off.
26. FINANCE COSTS
Group
Company
2014
2013
2014
2013
RM000
RM000
RM000
RM000
- Term loans
814
919
531
587
- Bankers acceptances
743
212
- Revolving credits
189
355
45
42
416
424
20
2,216
1,972
531
587
(contd)
2013
RM000
RM000
RM000
RM000
894
796
184
30
22,736
171
28
136
21,386
40
6
736
38
5
740
197
4,573
3
2,207
5,038
480
1,960
4
135
4,417
1,952
6,460
1,554
1,957
197
531
135
587
135
37
981
885
3
80,943
101
404
134
4
1,740
71,456
608
245
391
245
125,190
167
44
318
62
23
50
47
3,993
14
2,793
2
462
2
217
119
881
1,964
111
2,060
4,794
4,794
13
13
13
And crediting:
Dividend income from:
- other investments
- subsidiaries
Fair value adjustments on:
- investment property
- other investments
Gain on disposal of property, plant and
equipment
Interest income
Rental income from:
- investment property
- premises
Reversal of provision for restoration costs
Royalty income
20
The estimated monetary value of benefits-in-kind received by the Directors otherwise than in cash from the Group
amounted to RM111,000 (2013: RM120,000).
93
2014
2013
Note
Amortisation of intangible assets
Auditors remunerations
- statutory audits
- other services
Bad debt written off
Depreciation of property, plant and equipment
Directors remuneration:
- fees payable by the Company
- other emoluments paid by the subsidiaries
Intangible assets written off
Interest expense
Inventory losses
Inventories written down
Inventories written off
Loss on disposal of other investments
Loss on foreign exchange:
- realised
- unrealised
Property, plant and equipment written off
Other investment written off
Rental of equipment
Rental of motor vehicle
Rental of premises
Company
2014
(contd)
2014
2013
RM000
RM000
111,629
102,146
12,366
11,415
321
208
3,473
2,626
127,789
116,395
Included in the employee benefits of the Group are Executive Directors remunerations amounting to RM4,573,000
(2013: RM4,417,000).
94
Company
2014
2013
2014
2013
RM000
RM000
RM000
RM000
33,763
31,954
1,005
903
276
239
34,039
32,193
1,005
903
115
(283)
85
48
(5)
34,154
31,905
1,090
951
655
(234)
(3)
594
652
360
34,806
32,265
1,090
951
(a) The Malaysian income tax is calculated at the statutory tax rate of twenty-five percent (25%) (2013: twenty-five
percent (25%)) of the estimated taxable profits for the fiscal year.
(b) Tax expense for other taxation authorities are calculated at the rates prevailing in those respective jurisdictions.
(contd)
Company
2014
2013
2014
2013
RM000
RM000
RM000
RM000
125,719
117,658
3,248
128,023
31,430
29,415
812
32,006
(156)
(148)
4,035
3,519
303
322
(609)
(773)
(104)
(31,371)
(6)
(54)
(6)
(54)
Non-allowable expenses
Non-taxable income
Utilisation of previously unrecognised deferred tax assets
34,694
31,959
1,005
903
115
(288)
85
48
(3)
594
34,806
32,265
1,090
951
2013
After tax
RM000
RM000
RM000
RM000
RM000
RM000
55
55
185
185
(2)
(2)
185
185
53
53
95
(contd)
30. DIVIDENDS
Group and Company
2014
2013
2013
Amount
Dividend
of per ordinary
dividend
share
Amount
of
dividend
sen
RM000
sen
RM000
2.5
16,448
2.00
13,158
2.5
16,448
2.00
13,158
Special dividend
1.5
9,868
2.5
16,448
2.00
13,158
2.5
16,448
2.00
13,159
11.5
75,660
8.00
52,633
Dividend
per ordinary
share
96
2014
The Directors do not recommend the payment of any final dividend in respect of the current financial year. On 27
August 2014, the Directors declared a first interim single tier dividend of 2.5 sen per ordinary share amounting to
RM16,448,000 in respect of the financial year ending 30 June 2015, which was paid on 29 September 2014.
31. EARNING PER SHARE
(a) Basic
Basic earnings per ordinary share for the financial year is calculated by dividing the profit for the financial
year attributable to equity holders of the parent by the weighted average number of ordinary shares outstanding
during the financial year.
Group
2014
2013
RM000
RM000
90,913
85,393
657,910
657,910
13.82
12.98
(b) Diluted
Diluted earnings per ordinary share equals basic earnings per ordinary share.
32. RELATED PARTY DISCLOSURES
(a) Identities of related parties
Parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control
the party or exercise significant influence over the party in making financial and operating decisions, or vice
versa, or where the Group and the party are subject to common control or common significant influence. Related
parties could be individuals or other parties.
(contd)
Relationship
Company
2014
2013
RM000
RM000
- Vincci
40,250
- Padini Corporation
58,440
- Seed
8,500
18,000
900
1,178
1,503
1,305
- Seed
605
491
999
1,035
- Mikihouse
254
252
533
533
The related party transactions described above were carried out on terms and conditions not materially different
from those obtainable from transactions with unrelated parties.
Information regarding outstanding balances arising from related party transactions as at 30 June 2014 is disclosed
in Notes 14 and 21 to the financial statements.
97
In addition to the transactions and balances detailed elsewhere in the financial statements, the Group and the
Company had the following transactions with the related parties during the financial year:
(contd)
2014
2013
RM000
RM000
4,089
3,949
484
468
4,573
4,417
98
Brands
(50202-A)
29,378
62,358
160,003
13,406
(1,579)
(313)
(566)
(11,768)
43,163
(31)
(6,070)
(41)
496
(537)
273,422
18,418
54,142
4,436
(1,192)
(77)
(174)
(2,583)
8,296
(18)
(2,345)
(48)
222
(270)
91,374
91,415
(41)
Seed
RM000
99
49,844
121,528
14,363
(1,257)
(593)
(12,051)
44,005
(46)
(6,646)
214
687
(473)
253,327
253,330
(3)
Yee Fong
Hung
RM000
Segment liabilities
104,778
7,180
Segment assets
(644)
(50)
(610)
(4,973)
17,625
(35)
(4,180)
154
206,118
Revenue
Total revenue
Inter-segment revenue
Interest income
Finance costs
206,118
2014
273,436
(14)
Padini
Vincci Corporation
RM000
RM000
8,156
22,050
1,625
(366)
(40)
(17)
(846)
3,052
(5)
(604)
42
61
(19)
29,094
29,094
Miki
RM000
72,048
424,627
3,619
(2,585)
9,341
(759)
(2,891)
1,456
2,006
(550)
12,923
103,307
(90,384)
Others
RM000
240,202
887,128
44,629
(5,038)
(480)
(1,960)
(34,806)
125,482
(894)
(22,736)
1,777
3,993
(2,216)
866,258
956,700
(90,442)
Total
RM000
100
99,649
36,901
Segment liabilities
3,430
Segment assets
(716)
(240)
(846)
(7,602)
29,469
(22)
(3,935)
99
532
(433)
223,727
Revenue
Total revenue
Inter-segment revenue
Interest income
Finance costs
223,728
(1)
2013
(50202-A)
96,575
162,825
4,805
(1,671)
(429)
(412)
(11,262)
40,698
(30)
(5,610)
89
363
(274)
245,771
245,775
(4)
Padini
Vincci Corporation
RM000
RM000
19,357
49,368
1,829
(1,605)
(757)
(160)
(1,118)
3,087
(19)
(2,375)
(44)
188
(232)
86,989
87,026
(37)
Seed
RM000
31,613
71,343
4,038
(1,411)
(95)
(519)
(9,253)
33,060
(46)
(6,023)
59
479
(420)
194,760
194,762
(2)
Yee Fong
Hung
RM000
4,126
15,814
571
(1,057)
(33)
(20)
(808)
2,963
(6)
(463)
29
46
(17)
27,902
27,902
Miki
RM000
105,258
526,557
2,242
(2,222)
133,334
(673)
(2,980)
589
1,185
(596)
10,371
219,602
(209,231)
Others
RM000
293,830
925,556
16,915
(6,460)
(1,554)
(1,957)
(32,265)
242,611
(796)
(21,386)
821
2,793
(1,972)
789,520
998,795
(209,275)
Total
RM000
(contd)
2013
RM000
RM000
956,700
998,795
(90,442)
(209,275)
Revenue of the Group per consolidated statement of profit or loss and other
comprehensive income
866,258
789,520
125,482
242,611
237
(124,953)
125,719
117,658
(34,806)
(32,265)
90,913
85,393
887,128
925,556
(248,087)
(248,087)
(70,151)
(165,124)
568,890
512,345
Tax expense
Profit for the financial year of the Group per consolidated statement of profit or
loss and other comprehensive income
Assets
Total assets for reportable segments
Elimination of investments in subsidiaries
Liabilities
Total liabilities for reportable segments
240,202
293,830
(58,976)
(153,711)
181,226
140,119
Geographical segments
The business of the Group is predominantly operated in Malaysia. As such, information on geographical segment is
not presented.
Major customers
There are no major customers with revenue equal or more than ten percent (10%) of the Group revenue. As such,
information on major customers is not presented.
101
Revenue
(contd)
Pursuant to the requirements of Practice Note No. 17/2005 of the Bursa Malaysia Securities Berhad, the Group is
required to maintain a consolidated shareholders equity of not less than or equals to twenty-five percent (25%)
of the issued and paid-up capital and such shareholders equity is not less than RM40.0 million. The Group has
complied with this requirement for the financial year ended 30 June 2014.
102
Group
30 June 2014
Loans and
receivables
Fair value
through
profit or
loss
Available
forsale
Total
RM000
RM000
RM000
RM000
46,569
46,569
Financial assets
Trade and other receivables, net of prepayments
Other investments
Cash and bank balances
73,781
735
74,516
97,462
97,462
144,031
73,781
735
218,547
Other
financial
liabilities
Total
RM000
RM000
Financial liabilities
Borrowings
Trade and other payables, net of deferred revenue from customer loyalty points
52,207
52,207
110,181
110,181
162,388
162,388
(contd)
30 June 2013
Loans and
receivables
Fair value
through
profit or
loss
Availablefor-sale
Total
RM000
RM000
RM000
RM000
44,260
44,260
12,323
735
13,058
206,226
206,226
250,486
12,323
735
263,544
Other
financial
liabilities
Total
RM000
RM000
Borrowings
35,964
35,964
Trade and other payables, net of deferred revenue from customer loyalty points
85,137
85,137
121,101
121,101
Other investments
Cash and bank balances
Financial liabilities
Company
30 June 2014
Loans and
receivables
Fair value
through
profit or
loss
Availablefor-sale
Total
RM000
RM000
RM000
RM000
10,203
10,203
22,233
560
22,793
3,880
3,880
14,083
22,233
560
36,876
Financial assets
Other receivables, net of prepayments
Other investments
Cash and bank balances
Other
financial
liabilities
Total
RM000
RM000
10,979
10,979
298
298
11,277
11,277
Financial liabilities
Borrowings
Other payables
103
Financial assets
(contd)
Company
Loans and
receivables
Fair value
through
profit or
loss
Availablefor-sale
Total
RM000
RM000
RM000
RM000
70,568
70,568
30 June 2013
Financial assets
Other receivables, net of prepayments
Other investments
104
12,323
560
12,883
39,926
39,926
110,494
12,323
560
123,377
Other
financial
liabilities
Total
RM000
RM000
Financial liabilities
Borrowings
12,340
12,340
Other payables
12,801
12,801
25,141
25,141
(contd)
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Fair value of non-derivative financial liabilities, which are determined for disclosure purposes, are calculated
based on the present value of future principal and interest cash flows, discounted at the market rate of interest at
the end of the reporting period. For other borrowings, the market rate of interest is determined by reference to
similar borrowing arrangements.
Level 3 fair value measurements are those derived from inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
The significant unobservable inputs used in determining the fair value measurements of Level 3 financial
instruments as well as the relationship between key unobservable inputs and fair value, are detailed in the table
below.
Financial instrument
Financial assets
Unquoted shares
Discounted industry price to book The higher the price to book ratio, the higher the
ratio (0.88).
fair value of the unquoted shares would be.
Club memberships
105
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical
assets or liabilities.
106
73,781
Financial liabilities
- Club memberships
73,781
Available-for-sale financial
assets
Financial assets
Group
2014
Level 2
RM000
Level 1
RM000
735
175
560
RM000
Level 3
74,516
175
560
73,781
RM000
Total
RM000
Level 1
1,016
RM000
Level 2
RM000
Level 3
1,016
RM000
Total
1,016
74,516
175
560
73,781
RM000
values
Total fair
1,141
74,516
175
560
73,781
RM000
amount
Carrying
The following tables set out the financial instruments carried at fair values and those not carried at fair values for which fair value is disclosed, together with their fair values
and carrying amounts shown in the statement of financial position.
(50202-A)
(50202-A)
22,233
22,233
Level 3
560
560
RM000
Total
22,793
560
22,233
RM000
RM000
Level 1
RM000
Level 2
107
RM000
Level 3
RM000
Total
Available-for-sale financial
assets
Financial assets
Company
2014
Level 2
RM000
Level 1
RM000
22,793
560
22,233
RM000
values
Total fair
22,793
560
22,233
RM000
amount
Carrying
The following tables set out the financial instruments carried at fair values and those not carried at fair values for which fair value is disclosed, together with their fair values
and carrying amounts shown in the statement of financial position.
108
12,323
Financial liabilities
- Club memberships
12,323
Available-for-sale financial
assets
Financial assets
Group
2013
Level 2
RM000
Level 1
RM000
735
175
560
RM000
Level 3
Total
13,058
175
560
12,323
RM000
RM000
Level 1
616
RM000
Level 2
RM000
Level 3
616
RM000
Total
616
13,058
175
560
12,323
RM000
values
Total fair
688
13,058
175
560
12,323
RM000
amount
Carrying
The following tables set out the financial instruments carried at fair values and those not carried at fair values for which fair value is disclosed, together with their fair values
and carrying amounts shown in the statement of financial position.
(50202-A)
(50202-A)
12,323
12,323
Level 3
560
560
RM000
Total
12,883
560
12,323
RM000
RM000
Level 1
RM000
Level 2
109
RM000
Level 3
RM000
Total
Available-for-sale financial
assets
Financial assets
Company
2013
Level 2
RM000
Level 1
RM000
12,883
560
12,323
RM000
values
Total fair
12,883
560
12,323
RM000
amount
Carrying
The following tables set out the financial instruments carried at fair values and those not carried at fair values for which fair value is disclosed, together with their fair values
and carrying amounts shown in the statement of financial position.
(contd)
Company
2014
2013
2014
2013
RM000
RM000
RM000
RM000
735
684
560
560
(4)
Financial assets
Balance as at 1 July 2013/2012
Written off
Gains or losses recognised in other comprehensive
income
110
55
735
735
560
560
(f) The following table shows the sensitivity analysis for the level 3 fair value measurements.
Group
Company
2014
2013
2014
2013
RM000
RM000
RM000
RM000
- increase by 0.1
80
(80)
- decrease by 0.1
(80)
80
(g) The Group has an established control framework in respect to the measurement of fair values of financial
instruments. The management has overall responsibility for overseeing all significant fair value measurements
and reports directly to the Managing Director of the Group. The management regularly reviews significant
unobservable inputs and valuation adjustments.
35. FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES
The financial risk management objective of the Group is to optimise value creation for shareholders whilst minimising
the potential adverse impact arising from credit risk, liquidity and cash flow risk, interest rate risk, foreign currency
risk and market risk.
The Group operates within an established risk management framework and clearly defined guidelines that are
regularly reviewed by the Board of Directors and does not trade in derivative financial instruments. Financial risk
management is carried out through risk review programmes, internal control systems, insurance programmes and
adherence to the Group financial risk management policies. The Group is exposed mainly to credit risk, liquidity and
cash flow risk, interest rate risk, foreign currency risk and market risk. Information on the management of the related
exposures is detailed below:
(contd)
111
At the end of each reporting period, the maximum exposure of the Group and of the Company to credit risk is
represented by the carrying amount of each class of financial assets recognised in the statements of financial
position.
(contd)
One to five
years
Over five
years
Total
RM000
RM000
RM000
RM000
110,181
110,181
37,939
13,505
3,228
54,672
148,120
13,505
3,228
164,853
298
298
Borrowings
1,892
7,570
3,228
12,690
2,190
7,570
3,228
12,988
As at 30 June 2014
Group
Financial liabilities
Trade and other payables, net of deferred revenue
from customer loyalty points
Borrowings
112
Company
Financial liabilities
Other payables
As at 30 June 2013
Group
Financial liabilities
Trade and other payables, net of deferred revenue
from customer loyalty points
85,137
85,137
Borrowings
19,570
13,502
6,129
39,201
104,707
13,502
6,129
124,338
12,801
12,801
1,892
7,570
5,106
14,568
14,693
7,570
5,106
27,369
(contd)
2014
2013
2014
2013
RM000
RM000
RM000
RM000
174
641
(27)
103
(174)
(641)
27
(103)
The sensitivity is lower in 2014 than in 2013 because of a decrease in cash and bank balances during the
financial year. The assumed movement in basis points for interest rate sensitivity analysis is based on current
observable market environment.
113
Company
Group
114
19
18
18
18
Bankers acceptances
Revolving credits
Term loans
19
15
18
18
18
Bankers acceptances
Revolving credits
Term loans
Floating rates
15
Fixed rates
As at 30 June 2013
15
Floating rates
15
Note
Fixed rates
As at 30 June 2014
Group
(50202-A)
4.60
4.16
3.68
1.95
5.04
3.02
4.60
4.15
3.69
2.01
4.65
2.92
(2,441)
(6,251)
(9,793)
206,214
(241)
12
(2,556)
(2,638)
(31,639)
97,450
(360)
12
RM000
(2,556)
(217)
(2,676)
(283)
RM000
1 - 2 years
(2,676)
(133)
(2,801)
(247)
RM000
2 - 3 years
(2,801)
(90)
(2,933)
(171)
RM000
3 - 4 years
(2,932)
(7)
(2,709)
(80)
RM000
(5,826)
(3,114)
RM000
(19,232)
(6,251)
(9,793)
206,214
(688)
12
(16,789)
(2,638)
(31,639)
97,450
(1,141)
12
RM000
Total
The following table sets out the carrying amounts, the weighted average effective interest rates (WAEIR) as at the end of each reporting period and the remaining
maturities of the financial instruments of the Group and of the Company that are exposed to interest rate risk:
(50202-A)
18
Term loan
18
Term loan
4.50
1.95
4.50
2.01
(1,372)
39,926
(1,435)
3,880
RM000
Within 1 year
(1,435)
(1,501)
RM000
1 2 years
(1,501)
(1,570)
RM000
2 3 years
(1,570)
(1,642)
RM000
(1,643)
(1,717)
RM000
(4,819)
(3,114)
RM000
(12,340)
39,926
(10,979)
3,880
RM000
Total
115
The Group also holds cash and bank balances denominated in foreign currencies for working capital purposes. At the end of each reporting period, such foreign currencies
balances amounted to RM25,633,000 (2013: RM22,119,000) for the Group.
The Group is exposed to foreign currency risk as a result of the foreign currency denominated transactions entered into by the Group during the course of business. The
foreign currency primarily involved is the US Dollar. Transactions in all other foreign currencies are minimal. In addition, the Group does not use foreign exchange
derivative instruments to hedge its transaction risk.
A subsidiary operating in Hong Kong has assets and liabilities with expected cash flows from anticipated transactions denominated in foreign currencies that give rise to
foreign exchange exposures.
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument would fluctuate because of changes in foreign exchange rates.
15
Floating rates
As at 30 June 2013
15
Note
Floating rates
As at 30 June 2014
Company
WAEIR
The following table sets out the carrying amounts, the weighted average effective interest rates (WAEIR) as at the end of each reporting period and the remaining
maturities of the financial instruments of the Group and of the Company that are exposed to interest rate risk:
(contd)
USD/RM
2013
RM000
997
826
(997)
(826)
-strengthen by 5%
-weaken by 5%
116
2014
RM000
Sensitivities of other foreign currencies are not disclosed as they are not material to the Group.
(e) Market risk
Market risk is the risk that the fair value of future cash flows of the financial instruments of the Group would
fluctuate because of changes in market prices (other than interest or exchange rates).
The Group is exposed to market price risks arising from unit trust funds, which are quoted. These instruments
are classified as financial assets designated at fair value through profit or loss.
Sensitivity analysis for market price risk
The following table demonstrates the sensitivity analysis of the Group and of the Company if market quoted
prices of unit trust funds at the end of each reporting period changes by five percent (5%) with all other variables
held constant:
Group
Company
2014
2013
2014
2013
RM000
RM000
RM000
RM000
3,689
616
1,112
616
(3,689)
(616)
(1,112)
(616)
(contd)
Company
2014
2013
2014
2013
RM000
RM000
RM000
RM000
555,910
540,532
247,461
320,971
(6,146)
(5,781)
76
68
- Realised
- Unrealised
534,751
247,537
321,039
(230,907)
319,097
303,844
247,537
321,039
549,764
(230,667)
117
118
Indirect
Direct
289,783,490 *
44.046
1,500,000
0.228
NIL
NIL
1,200,000
0.182
NIL
NIL
1,173,990
0.178
289,263,500 **
43.967
2,019,990
0.307
287,763,500 ^
43.739
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
2,000 ^^
0.000
100,000
0.015
NIL
NIL
NIL
NIL
In addition to the direct/indirect interests disclosed above, Yong Pang Chaun, Yong Lai Wah and Chong Chin Lin are
deemed to be interested in shares of the subsidiary companies to the extent the Company has an interest by virtue of their
interests in the shares of the Company.
*
Deemed interest by virtue of his substantial shareholdings in Yong Pang Chaun Holdings Sdn. Bhd. and via his
spouse, Mdm. Chong Chin Lins direct interest.
** Deemed interest by virtue of her husband, Yong Pang Chauns substantial shareholdings in Yong Pang Chaun
Holdings Sdn. Bhd. and his direct interest in the Company.
^
Deemed interest is held via Yong Pang Chaun Holdings Sdn. Bhd. (By virtue of her shareholding and her brother,
Mr. Yong Pang Chauns shareholdings in Yong Pang Chaun Holdings Sdn. Bhd.)
^^ Deemed interest by virtue of her husband, Chuah Thean Joos direct interest in the Company.
Analysis of Shareholdings
As at 31 October 2014
:
:
:
:
:
RM100,000,000-00
RM65,790,950-00
Ordinary Shares of RM0-10 each
One vote per Ordinary share
4,936
Total Holdings
43
1,170
0.000
909
100 - 1,000
658,258
0.100
2,807
1,001 - 10,000
12,423,621
1.888
884
10,001 - 100,000
26,317,536
4.000
292
100,001 - 32,895,474
330,745,415
50.272
287,763,500
43.739
4,936
TOTAL
657,909,500
100.000
Analysis of Shareholdings
No. of Holders
119
120
1,500,000
2,019,990
1,500,000
287,763,500
Direct
287,763,500
287,763,500
287,763,500
1,500,000
287,763,500
2,019,990
Indirect
All names listed above as substantial shareholders are the beneficial owners even though they may not be the registered holders.
Malaysian
Malaysian
Malaysian
Registered Holder
0.228
0.307
0.228
43.739
Direct
Deemed Interest via his spouse, Madam Chong Chin Lins direct interest.
Deemed Interest via her spouse, Mr Yong Pang Chauns direct interest.
43.739
43.739
43.739
0.228
43.739
0.307
Indirect
Percentage of Shareholding
** Those whose names are preceded by a double asterisk are deemed to have an interest in the shares by virtue of Section 6A(4)(c) of the Companies Act, 1965.
Note :
Malaysian
Nationality
Name
No.
Analysis of Shareholdings
Analysis of Shareholdings
(contd)
As at 31 October 2014
(50202-A)
Analysis of Shareholdings
(contd)
As at 31 October 2014
Name
No. of Shares
287,763,500
43.739
21,354,236
3.246
19,000,000
2.888
17,316,000
2.632
16,518,900
2.511
10,281,500
1.563
8,523,750
1.296
7,921,960
1.204
6,842,290
1.040
10
6,499,950
0.988
11
6,077,650
0.924
12
5,671,400
0.862
13
5,556,300
0.845
121
No.
Analysis of Shareholdings
Analysis of Shareholdings
(contd)
Analysis of Shareholdings
As at 31 October 2014
122
No.
Name
No. of Shares
14
5,385,400
0.819
15
4,541,588
0.690
16
4,467,400
0.679
17
4,229,800
0.643
18
3,945,900
0.600
19
3,754,400
0.571
20
3,723,700
0.566
21
3,651,800
0.555
22
3,450,000
0.524
23
3,439,800
0.523
24
3,372,000
0.513
25
3,330,200
0.506
Analysis of Shareholdings
(contd)
Name
No. of Shares
26
3,303,100
0.502
27
3,237,000
0.492
28
3,182,796
0.484
29
2,537,700
0.386
30
2,500,000
0.380
481,380,020
73.171
TOTAL
123
No.
Analysis of Shareholdings
As at 31 October 2014
Location
124
Description /
Existing Use
Land Area/
Built-up
Area (sq. ft.)
Tenure
Approximate
Age of
Buildings
Net Carrying
Amount @
30.06.2014
(RM)
2-storey Office
cum warehouse
: Corporate
Headquarters &
central warehouse
45,962 /
56,568
Freehold
18.5 years
6,293,121
4-storey Office
cum warehouse
: Corporate
Headquarters &
central warehouse
45,962/
116,337
Freehold
8 year
14,077,519
4-storey Central
Warehouse with
1 Basement Car
park
75,003/
180,070
Freehold
4 year
23,136,154
Retail shoplots
: utilized by a
subsidiary as a
free-standing
retail outlet
1455 / 1455
Freehold
41 years
11,765,000
Workshop B15
10th Floor, Block B
Hong Kong Industrial Centre
489-491 Castle Peak Road,
Kowloon, Hong Kong
Date of acquisition :
12 September 2007
Office Lot/
Workshop:
Management
Office for Padini
International
Limited, Hong
Kong
1,500
Leasehold
75 years
expiring on
30.06.2047
32 years
1,334,573
Workshops B14
10th Floor, Block B
Hong Kong Industrial Centre
489-491 Castle Peak Road,
Kowloon, Hong Kong
Date of acquisition :
12 September 2007
Office Lot/
Workshop:
Rented out
1,424
Leasehold
75 years
expiring on
30.06.2047
32 years
3,108,233
Form of Proxy
AGAINST
______________________________
Signature of Member / Common Seal
(ii)
(iii)
(iv)
A member of the Company entitled to attend and vote at the above meeting, is entitled to appoint a proxy to attend and
vote in his/her stead. A proxy may but need not be a member of the Company and a member may appoint any person
to be his proxy without limitation and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply
to the Company.
Where a member appoints more than one proxy, the appointment shall be invalid unless he/she specifies the proportions
of his/her holdings to be represented by each proxy.
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 corporations seal or under the hand of an officer or
attorney duly authorised.
The instrument appointing a proxy must be completed and deposited at the registered office of the Company at 3rd
Floor, No. 17 Jalan Ipoh Kecil, 50350 Kuala Lumpur not less than forty eight (48) hours before the time appointed
for holding the meeting or adjourned meeting (or in the case of a poll, not less than twenty-four (24) hours before the
time appointed for the taking of the poll).
125
(i)
Form of Proxy
Notes:
Fold here
Stamp
The Secretary
Fold here