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VOIR HOLDINGS BERHAD (Incorporated In Malaysia) (765218-V) ANNUAL REPORT 2016

ANNUAL VOIR HOLDINGS BERHAD - ChartNexusir.chartnexus.com › voir › doc › ar › ar2016.pdf · OIR HOLDINGS BERHAD (765218V) // annuaL report 2016 1 Board of directors dato’

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Page 1: ANNUAL VOIR HOLDINGS BERHAD - ChartNexusir.chartnexus.com › voir › doc › ar › ar2016.pdf · OIR HOLDINGS BERHAD (765218V) // annuaL report 2016 1 Board of directors dato’

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16

VOIR HOLDINGS BERHAD (Incorporated In Malaysia)

(765218-V)ANNUAL REPORT

2016

www.voir.com.my

Page 2: ANNUAL VOIR HOLDINGS BERHAD - ChartNexusir.chartnexus.com › voir › doc › ar › ar2016.pdf · OIR HOLDINGS BERHAD (765218V) // annuaL report 2016 1 Board of directors dato’

B VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

CONTENTS1 CORPORATE INFORMATION

2 CORPORATE STRUCTURE

3 FINANCIAL HIGHLIGHTS

4 CHAIRMAN’S STATEMENT

6 PROFILE OF DIRECTORS

10 MANAGEMENT DISCUSSION & ANALYSIS

14 STATEMENT ON CORPORATE GOVERNANCE

24 AUDIT COMMITTEE REPORT

28 STATEMENT ON RISK MANAGEMENT

AND INTERNAL CONTROL

30 DIRECTORS’ RESPONSIBILITIES STATEMENTS

32 REPORTS AND FINANCIAL STATEMENTS

95 LIST OF PROPERTIES

96 ADDITIONAL INFORMATION

97 ANALYSIS OF SHAREHOLDINGS

100 ANALYSIS OF WARRANT HOLDINGS

102 NOTICE OF ANNUAL GENERAL MEETING

FORM OF PROXY

Page 3: ANNUAL VOIR HOLDINGS BERHAD - ChartNexusir.chartnexus.com › voir › doc › ar › ar2016.pdf · OIR HOLDINGS BERHAD (765218V) // annuaL report 2016 1 Board of directors dato’

1VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

Board of directors

dato’ Zarul ahmad Bin Mohd Zulkifli (Chairman/Non-Independent Non-Executive)Mr. seow Khim soon (Executive Deputy Chairman)Mr. Ham Hon Kit (Managing Director)dato’ Lee chee Hoe (Executive Director)Mr. ibrahim Bin sahari (Executive Director)Mr. Wong Kwai Wah (Executive Director)Mr. shaari Bin Haron (Independent Non-Executive Director) dato’ abdullah sani Bin ab Hamid (Independent Non-Executive Director)dato’ Mah siew Kwok (Independent Non-Executive Director)Mr. Mohd Hatim Bin abdullah (Independent Non-Executive Director)Mr. Yee Yit Yang (Independent Non-Executive Director)

audit coMMittee

Mr. Yee Yit YangEn. Shaari Bin Haron En Mohd Hatim Bin Abdullah

coMpanY secretaries

Ms. Chin Li Thing (MAICSA 7044467)

registered office

B-3-9, 3rd Floor, Block B, Megan Avenue IINo. 12, Jalan Yap Kwan Seng50450 Kuala LumpurTel: 03-2715 5569Fax: 03-2715 1511

sHare registrar

ShareWorks Sdn. Bhd.No. 2-1, Jalan Sri Hartamas 8Sri Hartamas, 50480 Kuala LumpurTel: 03-6201 1120Fax: 03-6201 3121

auditors

HLB Ler Lum (AF 0276)Chartered Accountants(A member of HLB International)B-7-7, Megan Avenue IINo.12, Jalan Yap Kwan Seng50450 Kuala LumpurTel: 03-2161 2113Fax: 03-2161 2119

stocK excHange Listing

Main Market of Bursa Malaysia Securities Berhad Stock Name: VOIR / VOIR-WAStock Code: 7240 / 7240WA

CORPORATE INFORMATION

Page 4: ANNUAL VOIR HOLDINGS BERHAD - ChartNexusir.chartnexus.com › voir › doc › ar › ar2016.pdf · OIR HOLDINGS BERHAD (765218V) // annuaL report 2016 1 Board of directors dato’

2 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

CORPORATE STRUCTURE

sYsteM BoundarY sdn. BHd.

MiLLion tWiLigHt sdn. BHd.

KuMpuLan Voir sdn. BHd.

appLeMints appareLs sdn. BHd.

green point sdn. BHd.

gracefuL HaLL sdn. BHd.

radicaL MarKeting sdn. BHd.

coVo cosMetics sdn. BHd.

VisuaL JoY sdn. BHd.

strong reacH sdn. BHd.

tripLe a sports sdn. BHd.

Voir HoLdings BerHad

100%

100%

100%

100%

100%

70%

100%

100%

50.1%

100%

100%

Page 5: ANNUAL VOIR HOLDINGS BERHAD - ChartNexusir.chartnexus.com › voir › doc › ar › ar2016.pdf · OIR HOLDINGS BERHAD (765218V) // annuaL report 2016 1 Board of directors dato’

3VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

FINANCIAL HIGHLIGHTS 2016

2012rM’000

2013rM’000

2014rM’000

2015rM’000

2016rM’000

Revenue 183,256 181,849 172,785 160,895 168,852

Profit / (Loss) before tax 6,538 1,713 (777) (3,926) 1,036

Profit / (Loss) attributable to owners 3,886 271 (1,264) (4,205) 675

Equity attributable to owners 88,319 88,589 87,068 88,863 89,538

revenue(rM’000)

profit/ (Loss) before tax (rM’000)

profit/ (Loss) attributable to owners (rM’000)

equity attributable to owners (rM’000)

190,000

180,000

170,000

160,000

150,000

185,000

175,000

165,000

155,000

145,000

11,000

3,000

(3,000)

7,000

0

9,000

1,000

(5,000)

5,000

(1,000)

9,000

0

5,000

(3,000)

1,000

7,000

(1,000)

3,000

(5,000)

90,000

83,000

87,000

89,000

82,000

86,000

88,000

85,000

84,000

2016 2016

2016 2016

2014 2014

2014 2014

2015 2015

2015 2015

2013 2013

2013 2013

2012 2012

2012 2012

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4 Voir HoLdings BerHad (765218-V) / / ANNUAL REPORT 2016

CHAIRMAN’S STATEMENTOn behalf of the Board of Directors, I am pleased to present the Annual Report and the Audited Financial Statements of Voir Holdings Berhad and its Group of Companies (“the Group”) for the year ended 31 December 2016.

overview

In 2016, the Malaysian economy recorded an overall growth of 4.2% (2015: 5.0%) despite various external and domestic headwinds. Domestically, the economy continued to face challenges from the higher cost of living amid soft employment conditions. Concurrently, business and consumer sentiments were affected by a confluence of global and domestic factors, including the heightened volatility in financial markets and the significant underperformance of the ringgit.

2016 was quite a challenging but exciting year for the Group. Despite many external and domestic factors affected the local retail environment, the Group turnover has grown 4.9% mainly contributed by its apparels and accessories segment, and also turned the Group result into profit, I would like to thank the management team for putting in tremendous effort and hard work to achieve improved results.

financial results

For the financial year ended 31 December 2016, the Group recorded total turnover of RM168.9 million (2015: RM160.9 million), and a pre-tax profit of RM1.0 million (2015: pre-tax loss of RM3.9 million). The turnaround of the Group’s performance mainly resulted from the effectiveness of business rationalization initiative from the fashion retail segment coupled with the decision to close down both the loss making food & beverage and beauty & wellness businesses.

Business review & development

The Group remain focus on its core fashion retailing business, our fashion business segment has undertaken series of rationalization activities in 2016, including realigned respective brands’ price point and brand positioning strategies, revamped certain brands’ fashion direction and marketing strategies, improved on our products and services quality control, repositioning target market segments by introducing more affordable merchandises with lower price points, target to achieve better sell through and lower stocks holding.

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5VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

CHAIRMAN’S STATEMENT

In 2016, as part of the Group’s streamlining and rationalization exercise, we have closed 7 non-profitable outlets and many counters which performed below minimum expectation. However, new outlets and counters were cautiously opened in certain strategic and potential shopping locations to improve access to wider market, and to increase greater brand awareness at the same time.

2016 also saw the Group’s maiden foray into construction activities through its wholly owned subsidiary, Million Twilight Sdn Bhd which was awarded a RM25.4 million structure and architecture works to complete 500 units of apartments in Kota Setar, Alor Setar, Kedah under the “Program Perumahan Rakyat”. It is envisaged that the Group will continuously pursue new construction works , where opportunities arise to enhance further the stakeholders’ value .

The Board and the Management will continue to review the Group operations and their performance, consolidation and improving its resources utilization.

dividends

The Board of Directors did not recommend any final dividend for the current financial year ended 31 December 2016.

future outlook

The overall global economy is expected to improve in 2017, with the pro-growth policies in advanced and emerging market economies and the gradual improvement in global growth, recovery in global commodity prices and the continued growth of domestic demand are expected to collectively support Malaysia’s growth performance.

Nonetheless, the Malaysian and global economy will continue to be subjected to several downside risks, such as potential retreat from globalization and free trade in the regional and advanced economies, politically stability and uncertainty in Asia, UK, EU and new International policies adopted by the newly elected president of US.

According to Bank Negara Malaysia report, The Malaysian economy is projected to register a sustained growth of 4.3% - 4.8% in 2017. Domestic demand will continue to be the principal driver of growth. Notwithstanding the higher inflation, private consumption growth is expected to be sustained by continued wage growth and the increase in disposable income due to selected Government measures and higher global commodity prices. In an environment of cautious business sentiment and continued uncertainty in the economy, we will remain

cautiously optimistic about the Group’s performance while continue going through business and operational rationalization exercises in 2017 and beyond.

As part of its business expansion plan, the Group will continue to explore other business opportunities and potential diversified segments and realign its business development strategies in order to achieve better results and enhance value for the shareholders in the near future.

acknowledgement

On behalf of the Board, I would like to express my sincere appreciation to the Management and all of the staffs for their hard works and enthusiasm towards the Group’s sustainability achievement in the challenging era. We are also very thankful to our valuable consumers, business partners, shareholders, bankers and advisers for their continued support and confidence in the Group.

Lastly, I would like to record my heartfelt gratitude to my fellow members of the Board for their hard works and continuing support.

dato’ Zarul ahmad Bin Mohd Zulkifli Chairman/ Non-Independent Non-Executive6 April 2017

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6 Voir HoLdings BerHad (765218-V) / / ANNUAL REPORT 2016

dato’ ZaruL aHMad Bin MoHd ZuLKifLi(Chairman/Non-Independent Non-Executive)

Dato’ Zarul Ahmad Bin Mohd Zulkifli, aged 58, Malaysian was appointed to the Board on 31 May 2016 as Executive Director and was subsequently redesignated to the current post on 17 August 2016.

He is a visionary business mogul with more than 17 years’ of experience in managing public and private companies. A results driven, self-motivated and resourceful leader with a proven ability to develop and strengthen management teams in order to maximize company profitability and efficiency, he possess an outstanding capability in leading and growing all sectors of a business to make it a dynamic and progressive organization. Applying his excellent communication skills, he is able to establish sustainable and profitable relationships with clients, consultants and stakeholders across the region. A member and graduate of ICSA holding an MBA from University of Ballarat, Australia, today Dato’ Zarul Ahmad has soared to great heights undertaking the role as the Chairman of ZENITH Group of Companies ,Chairman of Asia Freight Rail Sdn Bhd, Director of China Railway Construction Corporation (Malaysia) Berhad and various other companies operating in diverse areas of business. Outside his professional engagements, Dato’ Zarul Ahmad is active in charity activities and keen in giving to the ones in need but chooses to keep it understated.

.................................................................................................................

seoW KHiM soon(Executive Deputy Chairman)

Mr. Seow Khim Soon, aged 55, Malaysian, is currently the Executive Deputy Chairman of the Group. He was appointed to the Board on 17 August 2007 and he is also a member of the Remuneration Committee. Mr. Seow joined the family business in 1977. He was brought up in a family involved in the fashion and apparel industry. He was one of the founders of Kumpulan Voir Sdn. Bhd. when he set up the company together with his mother in 1988. Now, he is responsible for the overall strategic direction and management policy of the Group. He has played an instrumental role in expanding the Group’s business to its current level.

.................................................................................................................

HaM Hon Kit(Managing Director)

Mr. Ham Hon Kit, aged 55, Malaysian, is the Managing Director of the Group. He was appointed to the Board on 17 August 2007. He is currently responsible for the financial, business development as well as corporate affairs of the Group. He holds a Bachelor of Arts (Economics) degree from University of Malaya.

Upon graduation, he started his working career in banking and has more than 10 years of experience in banking and finance from his stint with various reputable Malaysian and international banks. He joined Kumpulan Voir Sdn Bhd. in 1996, as a Senior General Manager, before being promoted to Executive Director in 2001 and was later promoted as Managing Director in 2007. He played an instrumental role in propelling the Group to its current size. He holds numerous directorships in the companies within the Group.

PROFILE OF DIRECTORS

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7VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

dato’ Lee cHee Hoe(Executive Director)

Dato’ Lee Chee Hoe, aged 41, Malaysian, was appointed to the Board on 31 May 2016. He is an idealistic leader bringing nearly 18 years of experience in establishing operational organization in the engineering industry in both national and international operations. He began his career as an Executive in Consortium Telekom Sapura focusing on the SMART SCHOOL PROJECT upon graduating with a BBA from University of Tasmania, Australia. Recognised for talents in technical operations and providing corporate vision, he applied his talents in managing his own Xin Engineering Resources in 2004 with a few completed key projects including Kuala Lumpur Municipal, Wawasan Building, Sunway Pyramid 2 and The Pavilion Shopping Centre. Upon joining Beijing Urban Construction Group (Malaysia), he converted strategic plans into tactical reality in achieving success of projects including the construction of ‘The Pearl Tower’ at Jalan Stonor. His ability to adapt to challenging environments, wear different hats and interact with diverse group of individuals across the world are the qualities that makes him a respected businessman by many.

Currently, he is also the Senior Executive Director of Consortium Zenith Construction Sdn Bhd (Formerly known as Consortium Zenith BUCG Sdn Bhd), the company undertaking the Penang ring roads and undersea tunnel project, Director of Zenith Construction Sdn Bhd and Director of Asia Freight Rail Sdn Bhd. .....................................................................................................................................................................................

iBraHiM saHari(Executive Director)

Mr Ibrahim Sahari, aged 53, Malaysian, was appointed to the Board on 19 July 2016. Upon graduating from the MARA University of Technology (UiTM), he started his career with Maybank Group in 1985 serving in various capacities including Assistant Chief Executive Officer of Uzbekleasing International A.O and Chief Representative of Maybank Representative Officer in the Republic of Uzbekistan. Upon his return to Malaysia in 2002, he served as the Head of Compliance and Supervision of the International Banking Division. He subsequently resigned from Maybank and joined Southern Finance Berhad as Assistant General Manager before leaving as Chief Operating officer in 2005. With two decades of experience including the banking sector, both local and international, automobile, transportation and construction, Ibrahim Sahari has proven his ability in financial operations, creation of business as well its growth and productivity.

Currently, he is also the Senior Executive Director of Consortium Zenith Construction Sdn Bhd (Formerly known as Consortium Zenith BUCG Sdn Bhd), the company undertaking the Penang ring roads and undersea tunnel project and Director of Asia Freight Rail Sdn Bhd.

.....................................................................................................................................................................................

Wong KWai WaH(Executive Director)

Mr. Wong Kwai Wah, aged 60, Malaysian, was appointed to the Board on 19 July 2016 and is also a member of Remuneration Committee. He is a member of New Zealand Institute of Chartered Accountants, a member of Malaysian Institute of Accountants and a member of Chartered Tax Institute of Malaysia.

He began his career with Messrs Ernst & Young upon graduating with a Bachelor of Commerce from University of Canterbury, New Zealand. Geared with a proven ability to constantly challenge and improve existing processes and systems, he subsequently moved on to hold several key positions such as Finance Director in Australian Group, Goodman Fielder Wattie in Malaysia and Senior General Manager of Larut Consolidated Bhd which was principally involved in the provision of property development and construction activities. Having excellent communications skills and the ability to communicate professionally with clients and colleagues on detailed financial issues, he subsequently took on the position of Chief Executive Officer of Jackley Holdings Limited, a Hong Kong Public Listed Company.

He is currently the Senior Executive Director of Consortium Zenith Construction Sdn Bhd (Formerly known as Consortium Zenith BUCG Sdn Bhd), the company undertaking the Penang ring roads and undersea tunnel project.

Currently, he is also the Executive Director of Vizione Holdings Berhad (Formerly known as Astral Supreme Berhad) and Director of Asia Freight Rail Sdn Bhd.

PROFILE OF DIRECTORS

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8 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

sHaari Bin Haron(Independent Non-Executive Director)

Mr Shaari Bin Haron, aged 66, Malaysian, is an Independent Non-Executive Director of the Company and a member of the Audit Committee. He was appointed to the Board on 17 August 2007. Mr Shaari obtained his Bachelor of Law (Honours) degree from the International Islamic University in 1991. He started his career with the Royal Malaysian Police Force in 1971. In 1992, he opted for early retirement from the Police Force to practice law and was called to the Bar in 1993. Currently, he is a Senior Partner in Messrs Abu Bakar & Yong. In the corporate sector he is also an Independent Director of EP Manufacturing Berhad, a company listed on the Main Board of Bursa Malaysia Securities Berhad. .....................................................................................................................................................................................

dato’ aBduLLaH sani Bin aB HaMid(Independent Non-Executive Director)

Dato’ Abdullah Sani Bin Ab Hamid, aged 65, Malaysian, was appointed to the Board on 15 February 2017 and is also the Chairman of Nomination Committee. He holds a Masters in Public Administration from the America University, United States, as well as a Bachelor of Science in Political Science from Universiti Sains Malaysia. His previous invaluable experience in both public and private sectors include serving as Director- General of the Legal Affairs Division in the Prime Minister’s Department, Director of Amanah Raya Berhad, Assistant District Officer in Port Dickson, Assistant Secretary of Negeri Sembilan State Government, Senior Assistant Director, Office of Director-General Federal Land and Minerals Department, Principal Assistant Secretary of Negeri Sembilan (Protocol) and Deputy President of Seremban Municipal Council and as Director of Negeri Sembilan Foundation, State Financial Officer, Negeri Sembilan and State Secretary of Negeri Sembilan to name a few. .....................................................................................................................................................................................

dato’ MaH sieW KWoK(Independent Non-Executive Director)

Dato’ Mah Siew Kwok, aged 68, Malaysian, was appointed to the Board as Independent Non-Executive Director on 15 February 2017. Dato’ Mah qualified in law and was called to the English Bar in 1972. He was the founder and senior partner of Messrs Mah& Partners in 1975, specialising in Corporate Law, Banking Law and Land Law. He remained in practice for ten years before venturing into the commercial sector. From 1983 to 1994 he served as Managing Director of South Malaysia Industries Berhad.

Currently, he is also the Non-Executive Vice Chairman of Omesti Berhad, Chairman of Diversified Gateway Solutions Berhad and Kian Joo Can Factory Berhad and as Deputy Chairman of Ho Hup Construction Company Berhad. He also serves on the board of several private companies. He is Deputy Chairman of Chong Hwa Independent High School and a trustee and member of Chong Hwa KL Foundation. He is also a member of the Board of Trustees of Kwan Inn Teng Foundation. He has been elected as Executive Committee Member of the Inns of Court Malaysia.

PROFILE OF DIRECTORS

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9Voir HoLdings BerHad (765218-V) / / ANNUAL REPORT 2016

MoHd HatiM Bin aBduLLaH(Independent Non-Executive Director) Mr Mohd Hatim Bin Abdullah, aged 64, Malaysian, was appointed to the Board on 15 February 2017 and is also a member of Audit Committee and Nomination Committee. He obtained his Bachelor of Arts (Business Management) from Marymount Manhattan College, New York. He also passed the MFORR Exam from the Malaysian Futures & Options Registered Representative and Federation of Malaysia Unit Trust Managers (FMUTM). He is also a Licensed Member of Financial Market Association Malaysia (formerly known as ACI Malaysia) and a Licensed Member of FMUTM. He held senior positions in few of MGIC Berhad subsidiaries (1986-2007) and was the Senior Manager of Malaysia Discounts Berhad (1985 - 1986). He also worked for Bank Bumiputra (M) Bhd as Chief Dealer of Kuala Lumpur,Singapore, New York and senior position of London branch (1977-1985).Currently, he is also the Executive Director of Harlow’s & MGI Sdn Bhd. .....................................................................................................................................................................................

Yee Yit Yang(Independent Non-Executive Director)

Mr. Yee Yit Yang, aged 50, Malaysian, was appointed to the Board on 15 February 2017, and is also the Chairman of Audit Committee and a member of Nomination Committee. He holds a Bachelor of Economics and is a member of the Australian CPA and Malaysian Institute of Accountants. He began his career with an international accounting firm and then moved on to an investment bank in which he was involved with various corporate restructuring exercises. Currently, he is attached with a private consultancy firm. Currently, he is also the Independent and Non-Executive Director of Key Alliance Berhad, Accsoft Technology Berhad (Formerly known as Oriental Media Group Berhad), Mlabs Systems Berhad and EKA Noodles Berhad.

PROFILE OF DIRECTORS

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10 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

oVerVieW of Business operations

VOIR Group is basically one of the well-known fashion retail players in the domestic fashion retail industry with over 30 years presence in Malaysia.

The Group retails a comprehensive range of products which include ladies, men and children apparels and accessories which are competitively priced and thus, accessible to people from different income levels. Its product ranges are also diversified in order to cater for not only the mainstream consumers but also for other niche markets such as trendy wear for children and over-sized ladies’ wear. This is a result of the Group’s approach to achieve its growth through various expansion strategies over the years.

Under the Group’s apparels and accessories portfolio, it carries house brands such as VOIR, Applemints, SODA, South China Sea and G&H. It also holds an exclusive license to produce and distribute an international sports brand, Diadora from Italy. All these brands can be found in shopping malls of major towns and major departmental stores in Malaysia.

In mid-2016, the Group ceased its Garden Café business under the Food and Beverage (‘F&B’) segment and later in October 2016, the Group also ceased its beauty & wellness business. Both these F&B and beauty & wellness business have been incurring losses before their closure.

In the last quarter of 2016, the Group has ventured into construction activities through its wholly owned subsidiary, Million Twilight Sdn Bhd which was awarded a RM25.4 million structure and architecture works to complete 500 units of apartments in Kota Setar, Alor Setar, Kedah under the “Program Perumahan Rakyat”.

Business structure

The Group is currently operating principally in Malaysia only. As a leading Malaysian corporation in the fashion-retail business, VOIR Group offer a wide variety of stylish, quality, fashionable and casual apparels and accessories for ladies, men and children.

VOIR Group mainly focuses in producing exciting, beautifully designed quality clothing, accessories, presented in collections that reflected the aspirations of the customers. We pride ourselves in : -

• Strongbrandequity• Extensivedistributionnetwork• Experiencedmanagementanddesignteam• Competitivecoststructureduetoeconomiesofscale• Widevarietyofproductscateringformainstreamaswellasnichemarket

The Group’s Board of Directors regularly reviews the internal management reports to ensure that the performance is well monitored. The Management believes that this is a good practice to evaluate the performance of the Group.

MANAGEMENTDISCUSSION & ANALYSIS

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11VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

MANAGEMENTDISCUSSION & ANALYSIS

strategic direction

In order to turn around the group, the following were done;

1) Certain brands in the group were being repositioned either in the fashion direction and/or changing the price points to face the market competition.

2) Implemented a more rigorous supply chain management which included amongst others, up-to-date designs, suitable fabric choices and very stringent Quality Controls.

3) Stringent stock management.4) Network rationalization. 5) Re-energizing our A & P programs.

The above together with our strong customers’ centric culture and optimizing resource allocations has managed to turn around the group.

financiaL resuLts and conditions

review of company results and financial Highlights

In 2016, the Group’s overall revenue grew by 4.9% from RM160.89 million in 2015 to RM168.85 million. The Group has turned around from a loss before tax of RM3.93 Million in 2015 to a profit before tax of RM1.04 million in 2016.

The segmental result analysis:

apparels, footwear & accessories

rM

food, beverage &

eventrM

Beauty & wellness

rMconstruction

rMtotalrM

2016Turnover 165,306,590 2,155,133 871,546 172,468 168,852,385Profit/(loss) before tax 1,172,400 (40,967) (95,736) 2,823 1,036,489Segmental total assets 128,648,129 (48,476) 762,185 5,112,664 134,474,502

2015Turnover 156,581,596 2,578,544 1,534,022 160,894,517Profit/(loss) before tax (2,651,194) 78,270 (1,353,343) (3,926,267)Segmental total assets 130,981,620 1,553,170 1,266,729 133,801,519

The improvements in results are mainly contributed by higher sales achieved from its apparels and accessories segment, lower operating cost resulted from its on-going and effective rationalization exercise, coupled with the saving on losses incurred from both the loss making food & beverage and beauty & wellness business segments.

income tax

With the profit before tax in financial year 2016, the taxation charges of RM0.42 million was RM0.07 million higher compared to the preceding financial year. The high effective tax rate (40.25%) for the financial year of 2016 was mainly due to profits of certain subsidiaries which for income tax purposes cannot be set-off against losses incurred by other subsidiaries, and also the permanent tax losses and certain expenses which were disallowed for taxation purpose during the financial period under review.

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12 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

cash and Bank Balances

As at 31 December 2016, the Group’s cash and bank balances amounted to RM5.05 million compared to RM7.57 million in the last financial year. The usage of cash in the financial year of 2016 for working capital purposes is higher compared to previous financial year was mainly to payoff the bank borrowings.

employees

As at 31 December 2016, there are 953 personnel employed under VOIR Group. Employees are remunerated on the basis of their job scope, experience, performance and prevailing industry practices.

The implementation of the revised minimum wages from RM900 to RM1,000 has insignificant financial impact to our operational expenses. During implementation, that category of staff’s wage level was already quite close to the minimum wage set by the Government.

reVieW of operating actiVities

In 2016, the industry was faced with:

a) higher product costs as a result of the weak Ringgit,b) high operating costs due to the higher inflation rate;c) weak consumer sentiment due to their lower purchasing power as a result of certain removal of Government

subsidies

These major factors had resulted retailers soaping into a more difficult trading environment.

In order to mitigate the above, the Group implemented the turnaround plan as already described above.

risKs and exposure

The Group adopted certain administrative, operational, treasury and business policies on financial risk management for different risk exposures. The purpose of these policies is to enable the Management to prevent and contain those risks in order to avoid any financial pitfalls. The following are the main financial risks that may have an impact on the Group’s financial management and operation:

administrative and operational risks

The Group has implemented administrative and operational standard operating procedures (‘SOP’) in order to have a more transparent, guided and correct ways of doing things in order to avoid unnecessary errors, risk and negligence. Regular audits were done to ensure SOPs are being adhered to.

credit risk

The Group has adopted a policy by extending credit to the entities that are credit worthy based on careful evaluation of the customers’ financial condition and credit history. The Group uses the major customer financial information that are publicly available to evaluate and monitor its customers’ credit worthiness.

Liquidity risk

The Group practises prudent liquidity risk management policies and maintains sufficient levels of cash and credit facilities for working capital and contingent funding requirements. It will have sufficient liquidity to meet its liabilities when they fall due.

interest rate risk

The Group is exposed to interest rate risk because companies in the Group borrow funds at floating interest rates. The Group manages interest rate risk by obtaining the most favourable interest rates available.

MANAGEMENTDISCUSSION & ANALYSIS

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currency fluctuations

The Group is exposed to foreign currency risk primarily through the outstanding amount from its trade payable accounts of which the portion of foreign currency trade payables are very small. The Group does not hedge its currency exposures. During the financial year 2016 under review, foreign currency exchange rates were unfavourable compared to the previous financial year.

capitaL

capital equity & structure

The Company’s paid and issued capital comprises of 132,000,000 ordinary shares and a market price of RM0.67 per share bringing market capitalization value of RM88.4 million as at 31 December 2016.

capital commitments

As at 31 December 2016, the Company has no capital commitments.

contingent Liabilities

As at 31 December 2016, the Company has no contingent liabilities.

outLooK

The uncertain business environment and the expected increase in inflation will continue to impact the Group’s performance. With the weak market sentiment, the Group will continue to be vigilant and strive to focus on improving its operational efficiency, to continue improving its sales and market share in order to sustain its growth momentum.

We strongly believe in the importance of continuously investing in branding and expanding our network to achieve sustainable and better growth.

13Voir HoLdings BerHad (765218-V) / / ANNUAL REPORT 2016

MANAGEMENTDISCUSSION & ANALYSIS

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CORPORATEGOVERNANCE STATEMENT

The Board believes that the principles of good corporate governance such as integrity, transparency, accountability and responsible conduct are important to achieve a sustainable growth; they must be supported by a comprehensive framework of policies, guidelines and internal controls.

The Group’s corporate governance framework is set based on the following guidelines:

• theprinciplesand recommendationsof theMalaysianCodeonCorporateGovernance2012 (“MCCG”) issuedby theSecuritiesCommissionMalaysia;

• thecorporategovernancerequirementsoftheMainMarketListingRequirements(“ListingRequirements”)ofBursaMalaysiaSecuritiesBerhad(“Bursa”);

• CorporateGovernanceGuide: TowardsBoardroomExcellence, and theCorporateDisclosureGuide issued byBursaSecurities.

ThisCorporateGovernanceStatement(“Statement”)setsoutthemannerinwhichtheGrouphasapplieditscorporategovernanceframework, in particular, the principles and recommendations articulated in the MCCG, during the financial year ended 31December2016.TheBoardapprovedthisStatementon6April2017andbelievesthatithasinallmaterialaspectscompliedwiththeprinciplesandrecommendationsoutlinedintheMCCG.

ESTABLISH CLEAR ROLE AND RESPONSIBILITY

Clear Function of the Board and Management

TheBoard’sTermsofReferenceclearlysetouttheframeworkoffunctions,rolesandresponsibilitiesoftheBoard,itservesasaguide for good corporate governance practices. It is to ensure there is a clear separation of function between the Board and the Management.

ThemanagementexecutesthecorporateandbusinessplanformularizedbytheBoard,conductmeetingonregularbasis, todiscuss and review matters such as:• BusinessstrategiesinlinewiththecorporatedirectionandreporttotheBoard;• Strategiesadoptedinbusinessoperations;• Importantissueshappeninginoperations;• Highlightedimportantissuesoneffectivenessandefficiencyofthesystemofriskmanagementandinternalcontrolthathas

impacttothefinancialresults.

Clear Roles and Responsibilities

TheBoardmustensurethattheDirectorsareawareoftheirrolesandresponsibilitiesasoutlinedbytheTermsofReference,theprincipal responsibilities of the Board are as follows: • reviewandadoptthestrategicplanfortheGroup,includingsettingthegoal,determinetheGroup’sbusinessstrategiesto

promote sustainability;• approvemanagementmajorproposalandmonitoringtheimplementationofstrategicplanbymanagement,reviewand

evaluatekeypoliciesadoptedbytheCompany;• AppointChiefOfficersandworkcloserwiththemtoformalizeandfocusonbusinessandoperationalstrategies,reviewthe

results from time to time to achieve the intended results;• oversee theconductof theGroup’sbusinessandoperations,andevaluatewhether itsbusinessesarebeingproperly

managed;• identifyprincipalbusinessrisksfacedbytheGroupandensuretheimplementationofappropriateriskmanagementand

internal control framework and mitigating measures to address such risks;

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CORPORATEGOVERNANCE STATEMENT

• ensurethatallcandidatesappointedtotheBoardareofsufficientcaliber, includingsuccessionof themembersof theBoard and diversity;

• establishBoardcommitteesandberesponsibleforalldecisionsmadebythecommittees;• reviewtheadequacyandintegrityoftheGroup’sinternalcontrolandmanagementinformationsystems,includingsystems

forcompliancewithapplicablelaws,regulations,rules,directivesandguidelinesonaquarterlybasis;• deliberateonproposalspresentedandrecommended,includingthoseproposedbyitscommitteesonaquarterlybasis;• reviewingtheCompany’sperformanceonaquarterlybasis;• receivingupdatesonvariousbusinessoperationsfromtheManagement;• bringingindependent judgmentandscrutinytodecisionstakenbytheBoardandprovidingobjectivechallengestothe

Management;• approvingthedeclarationofdividendsandapprovaloffinancialstatements,includingaccountingpoliciesoftheGroup.

Board will also involve in deliberation and decision making process to ensure the direction and control of the Group’s businesses areingoodhands.Amongstothers:• reviewingandadoptionofCompany’sstrategicplanandreviewandapprovalofannualbudget;• acquisitionanddisposalorclosureofbusinesses;• declarationofdividendsandapprovaloffinancialstatements;• establishmentofnewordiversifiedbusinesses;• materialcapitalinvestmentanddisposaloftangibleassetsfromexistingbusinessestothirdparty;• increaseorreductionofsubsidiary’sauthorizedorissuedcapital;• anycorporaterestructuringnotcoveredbytheabovementionedparagraphs;

The Board monitors progress of Group’s strategies and performance, ensures key management continuity with proper succession plan, reviews internal control and risk management system. The Board delegates some of these responsibilities to Board CommitteessuchastheAuditCommittee,theNominationCommitteeandtheRemunerationCommittee.

Board’sactivitiesfortheFinancialYearEnded31December2016comprisedthefollowing:• reviewandapprovethe2016quarterlyresults;• approvetheDirectors’ReportandAuditedAccountsforthefinancialyearended31December2016;• approve the reports of the Audit, Nomination and Remuneration Committees and to note theminutes of the Board

Committeesmeetingsonaquarterlybasis;• reviewtheCompany’sstrategiesandplans;• receive quarterly updates from theGroupManagingDirector on significant changes in the business and the external

environment, which affects the businesses and operations;• approvetheGeneralBudgetandCapitalExpenditurebudget;• review the riskmanagement frameworkof theCompany andupdateonmanagement ofmajor business risksby the

Companyonaquarterlybasis;• approvethere-appointmentoftheGroup’sexternalauditorsandensurethattheexternalauditorsmeetthecriteriaprovided

byParagraph15.21oftheListingRequirements;• approvetheAnnualReport2015;• approvethedraftCirculartoShareholdersinrelationtotheproposedRenewalofShareholders’MandatesforRecurrent

RelatedPartyTransactionsofrevenueortradingnature;• notethesemi-annualreturnsoftheCompany;• notetheamendmentstotheBursaMalaysiaListingRequirements;• reviewoftheeffectivenessoftheBoardmeetings.

TheCompanyhasvariousdepartmentsandmanagementteamstomanagethebusinesses,theirrolesandresponsibilitiesareclearlydefined,intheeventofresignationfromanykeymanagementpersonnel,replacementwillbesoughtwithinandoutsidetheGroup during the notice period, failing which internal coordination will be carried out to mitigate the risk of shorthanded and miss match of skilled personnel.

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16 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

Same goes with the Board, the Board is made up of members from different skills and professions that will contribute to the Group progress,NominationCommitteewilltakeresponsibilitytofindreplacementinsuccessionplanningfortheBoardmembers.

Shareholdersareencourage toprovide theirviewandexpectation to theBoard, theBoardconductsdialogwithsomemajorshareholdersfromtimetotime,shareholdersarealsogivenopportunitytoexpresstheirviewduringAnnualGeneralMeetings,theyalsocanexchangetheirpointofviewsthroughourofficialweb.

Formalizing Ethical Standard through a Code of Conduct

TheBoardhasacollectiveresponsibilityforthemanagementoftheGroup.TheNon-ExecutiveDirectorsareresponsibleforbringingindependentjudgmentandscrutinytodecisionstakenbytheBoardandprovidingobjectivechallengestotheManagementTeam.

TheCompanyassessesthe independenceof theDirectors inaccordancewiththecriteriastipulated inparagraph1.01of theListingRequirement,whichstatesthatadirectorneedstobeindependentfrommanagementandfreefromanybusinessorotherrelationshipwhichcouldinterferewithhisindependentjudgmentorabilitytoactobjectivelyandinthebestinterestoftheCompany.

AllIndependent,Non-ExecutiveDirectorsdonotparticipateintheday-to-daymanagementoftheGroupanddonotengageinanybusinessdealingorotherrelationshipwiththeGroup.Thisistoensurethattheyarecapableofexercisingjudgmentobjectivelywhilst acting in the best interest of the Group, its stakeholders and shareholders, including minority shareholders.

Whistleblowing

Whistleblowing Policy and Procedure is being placed for the employees to raise concern about illegal, unethical or any fraud actionstotheCompanywithouttheriskofreprisal.ItcouldhelpaCompanytoenhanceandgenerateabalancesystem.

Strategies Promoting Sustainability

TheCompanypromotessustainability through itseffortsonproducingqualitycontrol, rejectsharmfulmaterialand ingredient,participates in charitable events, improving customer satisfaction, diversifying business segments and channels, reviewing the segmentalbusinessperformanceonaperiodicallybasisandstrategizebusinessplan,improvingemployees’welfareandretainingprograms,withpolicymentionedabovetheCompanywillbeableworktowardsabetterresultsandimproveonsustainability.

Access to Information and Advice

TheDirectorshaveindividual,unrestrictedandindependentaccesstomanagementstaffsinordertoobtainrelevantinformationon issues under respective portfolio.

TheBoardmayalsoseekforindependentprofessionaladvicewhennecessary,undercompanyexpensetodischargetheirdutywhennecessary.Priortoengaginganindependentadviser,approvalmustbeobtainedfromtheChairmanand,whereapplicable,theChairmanmaybringuptherequestfortheBoard’sevaluationontheneedforexternaladvice.

ManagementreportaresubmittedtoExecutiveDirectorsforreviewonfixedintervals,draftquarterlyresultsareprovidedtoBoardmembers prior to the Board meetings in order for them to comment and deliberate, and prepare themselves for the Board meeting.

Support from Qualified and Competent Company Secretary

TheBoardissatisfiedwiththeperformanceandsupportgivenbytheCompanySecretarywhoremainsasaprofessionalroleinprovidingvaluableandrelevantadviceinordertosupporttheDirectorsonmaintaininggoodcorporategovernancecontrol.

CORPORATEGOVERNANCE STATEMENT

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17VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

AllDirectorshaveunrestrictedaccesstotheadviceandservicesoftheCompanySecretarytoenablethemtodischargetheirdutieseffectively.TheCompanySecretary,whoisqualified,experiencedandcompetent,ensurecomplianceofrelevantregulatoryrequirementsandbestpracticesandadvisestheBoardonupdatesrelatingtonewstatutoryandregulatoryrequirementspertainingto thedutiesand responsibilitiesof theDirectors, their impactand implication to theCompany, includingfiduciarydutiesandresponsibilities.

TheCompanySecretaryorganizesandattendsallBoardandBoardCommitteemeetingsandensuresmeetingsareproperlyconvened, follows up on matters arising and ensure accurate and proper records of the proceedings and resolutions passed are maintainedaccordinglyattheregisteredofficeoftheCompany.

TheCompanySecretaryisalsoresponsibletomaintainthedocumentationoftheBoardsuchasmeetingpapersandminutesoftheBoardanditscommitteestobeproducedforinspection,ifrequired.

Board Charter

TheBoardCharterprovidesclarityonBoardpractices inupholdingcorporategovernanceandservesasareferencepointforBoard activities which including the following key areas:• TheBoardprincipalroleandresponsibilities;• TheBoardstructure,includingBoardbalanceandDirectors’tenure;• TheBoardmembers,Boardcommittees,keymanagementofficers,companysecretaryrolesandresponsibilities;• TheBoardgovernanceprocesses,includingmeetings,appointment,reappointmentandremovalofDirectors;• TheBoardCommittees,includingthetermsandreferencesoftheAudit,NominationandRemunerationCommittees.

Thelastreviewwasconductedon6April2017.

STRENGTHEN COMPOSITION

TheBoardhasestablishedthefollowingcommitteestoassisttheBoardindischargingitsdutiesandresponsibilities:-

The Audit Committee duringthefinancialyearended31December2016comprises:-

Mr.YeohChinHoe(Chairman) Independent Non-Executive Director En.ShaariBinHaron Independent Non-Executive Director Mr.LeeYuetSum Independent Non-Executive Director

ThesummarytermsofreferenceoftheAuditCommittee(includingitskeyfunction,rolesandresponsibilities)havebeenapprovedbytheBoard,andthesummaryofAuditCommittee’sactivitiesforthefinancialyearended31December2016canbefoundintheAuditCommitteeReport.

The Nomination Committeeduringthefinancialyearended31December2016comprises:-

Mr.LeeYuetSum(Chairman) Independent Non-Executive Director Mr.YeohChinHoe Independent Non-Executive Director Dr.MohdAmirSharifuddinB.Hashim Non-Independent Non-Executive Director

TheNominationCommittee,underitstermsofreference,performsannualreviewontherequiredmixofcompetencies,commitmentandperformanceofBoardmembersandtheeffectivenessoftheBoardandCommitteesasawholeandreviewBoardsuccessionplan.

CORPORATEGOVERNANCE STATEMENT

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18 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

WhenselectingnewDirectors,theNominationcommitteeisresponsibleforassessingthecandidatefortheproposeddirectorshipand submits their recommendations to the Board for decision. When the candidate is approved by the nomination committee, the candidateswillthenbeproposedtotheBoard.TheBoardwillassesstheskillssetrequirementsfortheBoardanddiscussthroughthefitnessbasedontheselectionfactorsandskillsofthecandidatesandmakethefinaldecisionsforapprovalofthecandidates.

Board and Committees Assessment

TheCommitteehasestablishedaformalevaluationprocesstoassesstheeffectivenessoftheBoardandBoardCommitteesinterm of their composition, independency, effectiveness and accountability, and the contribution and performance of individual DirectorsandChiefExecutiveincludingtheirrolesandresponsibilities,competencyandexpertise.

ThemainactivitiescarriedoutbytheNominationCommitteein2016areasfollow:• reviewedtherequiredmixofskillsandexperienceandotherqualitiesoftheDirectorsandtoassesstheeffectivenessofthe

Board as a whole;• discussedanddeterminethedirectorsretiringbyrotationinaccordancewiththeArticlesofAssociationoftheCompany;• reviewedtrainingsattendedbytheDirectors,assessthetrainingneedsandrecommendsuitableorientation,education,

trainingprogrammeforthecontinuousdevelopmentofeachDirectors.

Chairman

The Company’s Chairman is not an independent director. The Chairman plays an important role for the Company, with hisleadershipskillwhichallowshimtogivetherightjudgmentandopinionsthatbenefitstheCompany’sfunctionandoperations.

Gender diversity

TheCompanywilllookintodiversitymixtureofgenderintheboardandwilltrytolookforsuitablecandidatestoachieveinbestpractice.

The Remuneration Committeemembersare:-

Mr.LeeYuetSum(Chairman) Independent Non-Executive Director Mr.YeohChinHoe Independent Non-Executive Director Mr.SeowKhimSoon Executive Director

TheRemunerationCommitteeisresponsibleforestablishingaformalandtransparentpolicyonExecutiveDirector’sremunerationandtofixtheremunerationofindividualdirectors.TheExecutiveDirectorsabstainfromparticipatingindiscussionsanddecisionson matters directly involving them to avoid any conflict of interest.

TherangeandaggregateremunerationreceivedbyDirectorsforthefinancialyearended31December2016issetoutintheNotesto the Financial Statements.

TheBoarddeterminestheDirectors’remunerations includingfeestotheDirectors,which issubjecttoshareholders’approvalduringtheAnnualGeneralMeeting.

CORPORATEGOVERNANCE STATEMENT

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19VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

TheattendancesofDirectorswhoaremembersofBoardCommitteeduringthefinancialyearended31December2016areasfollow:

Directors Designation Audit CommitteeNomination Committee

Remuneration Committee

Dato’ZarulAhmadBinMohdZulkifli

Non-IndependentNon-ExecutiveChairman

Nonmember Nonmember Nonmember

Mr.SeowKhimSoon ExecutiveDeputyChairman

Nonmember Nonmember 1/1

Dr.MohdAmirSharifuddinB.Hashim

Non-IndependentNon-ExecutiveDirector

Nonmember 1/1 Nonmember

Mr.HamHonKit ManagingDirector Nonmember Nonmember Nonmember

Dato’LeeCheeHoe ExecutiveDirector Nonmember Nonmember Nonmember

Mr.WongKwaiWah ExecutiveDirector Nonmember Nonmember Nonmember

En.IbrahimBinSahari ExecutiveDirector Nonmember Nonmember Nonmember

WongSeowMooi(f) ExecutiveDirector Nonmember Nonmember Nonmember

En.ShaariBinHaron Independent Non-ExecutiveDirector

4/5 Nonmember Nonmember

Mr.YeohChinHoe Independent Non-ExecutiveDirector

4/4 1/1 1/1

Mr.LeowBockLim Independent Non-ExecutiveDirector

5/5 1/1 1/1

Mr.LeeYuetSum Independent Non-ExecutiveDirector

1/1 Nonmember Nonmember

Forthefinancialyearended31December2016,theBoardwassatisfiedthattheBoardandBoardCommitteeshavedischargedtheirdutiesandresponsibilitieseffectively.TheBoardwasalsosatisfiedthattheBoardcompositionintermsofsize,thebalancebetweenexecutive,non-executiveandindependentDirectorsandmixofskillswereadequate.

REINFORCE INDEPENDENCE

Annual Assessment of Independence

TheBoardassessestheindependenceofIndependentNon-ExecutiveDirectorsannually,andtakesintoaccounttheindividualDirector’sabilitytoexerciseindependentjudgmenttoboarddeliberationsandeffectivefunctioningoftheBoard.

The Board is of the view that tenure should not form part of the independence assessment criteria, as it believes that the ability of aDirectortoserveeffectivelyisdependentonhiscaliber,qualifications,experienceandpersonalqualities,inparticular,integrityandobjectivity.

CORPORATEGOVERNANCE STATEMENT

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Composition of Board and Independence

TheBoardhas11members.5ofthemareindependentnon-executivemembers.ThecompositionoftheBoardcompliedwithparagraph15.02oftheMainMarketListingRequirementofBursaMalaysiaSecuritiesBerhad.TheBoardisledbyDato’ZarulAhmadBinMohdZulkifli, a non-independentnon-executiveDirector,who remainsobjective in expressinghis views inboarddeliberations,andthisdoesnotinterferewiththeirabilitytoactinthebestinterestoftheCompany.

InaccordancewiththeCompany’sArticlesandAssociations(“theArticles”),atleastone-third(1/3),orthenumbernearestone-third(1/3)oftheremainingdirectors includingManagingDirectorsshallretirefromofficeandbeeligibleforre-electionateachAnnualGeneralMeetingprovidedthatallDirectorsshallretirefromofficeatleastonceineverythreeyearsbutshallbeeligibleforre-election.DirectorswhoareovertheageofseventyyearsshallretireateveryAGMandmayofferthemselvesforre-appointmenttoholdofficeuntiltheconclusionofthenextAGM.

Independence – tenure of Independent Director who serves more than 9 years

AccordancetoMCCG2012,an independentdirectorshouldnotexceedaccumulativetermsofnine(9)yearsandrecognizesthatthetenureisnottheabsoluteindicatorofaDirector’sindependenceandobjectivitywhereinthespirit,intention,purposeandattitude should also be considered.

However,oneoftheDirectors,hadbeenservingtheCompanyasIndependenceDirectorformorethannine(9)years.Anindividual’sindependence cannot be determined by arbitrarily on the basis of a set of period of time. The Board believes that the continue tenurewillbringconsiderablestabilitytotheBoardandCompany,andacknowledgesthatthefactsthatisgreatlybenefitstheCompanypresencebytheDirector,whohasovertimegainedvaluableinsightsintotheGroupanditsmarket.TheBoardallowsthedirectortocontinuetobedesignatedasanIndependenceNon-ExecutiveDirector.

BasedonthecriteriaprescribedundertheBursalowestrequirementinwhichadirectorshouldbeindependentandfreefromanybusinessorotherrelationshipthatcouldinterferewiththeexerciseofindependentjudgmentortheabilitytoactinthebestinterestsoftheCompany.TheIndependenceDirectordeclaresthattheywillcontinuetobringindependentandobjectivejudgmenttotheBoardduringthereviewofDirectors’independence.

Relationship with the Auditors

TheAuditCommitteemaintainsaformalandtransparentrelationshipwiththeGroup’sauditors,bothinternalandexternal.TheAuditCommitteehasexplicitauthoritytocommunicatedirectlywiththeexternalandinternalauditors.TheexternalandinternalauditorsareinvitedtobepresentatalloftheAuditCommitteemeetings.

FOSTER COMMITMENT

Time Commitment

TheBoardandBoardCommitteemeetingsarescheduledwellinadvance,i.e.inthelastQuarteroftheprecedingfinancialyear,tofacilitatetheDirectorsinplanningaheadandtoensurethatthedatesoftheBoardandBoardCommitteesmeetingsarebookedintheirrespectiveschedules.Additionalmeetingsareconvenedwhenurgentandimportantdecisionsneedtobemadeinbetweenscheduled meetings.

TheBoardissatisfiedwiththeleveloftimecommitmentcontributedbytheDirectorsindischargingtheirrolesandresponsibilitiesasDirectorsoftheCompany.

CORPORATEGOVERNANCE STATEMENT

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CORPORATEGOVERNANCE STATEMENT

Duringthefinancialyearended31December2016,eight(8)Boardmeetingswereheld.ThedetailsoftheDirectors’attendancesare as follows:

Directors Designation Meetings Attended %

Dato’ZarulAhmadBinMohdZulkifli Non-IndependentNon-ExecutiveChairman

2/3 67

Mr.SeowKhimSoon ExecutiveDeputyChairman 5/8 63

Dr.MohdAmirSharifuddinB.Hashim

Non-IndependentNon-ExecutiveDirector

8/8 100

Mr.HamHonKit ManagingDirector 8/8 100

Dato’LeeCheeHoe ExecutiveDirector 2/3 67

Mr.WongKwaiWah ExecutiveDirector 2/2 100

En.IbrahimBinSahari ExecutiveDirector 2/2 100

Mdm.WongSeowMooi ExecutiveDirector 6/6 100

En.ShaariBinHaron Independent Non-ExecutiveDirector

7/8 88

Mr.YeohChinHoe Independent Non-ExecutiveDirector

8/8 100

Mr.LeowBockLim Independent Non-ExecutiveDirector

6/6 100

Mr.LeeYuetSum Independent Non-ExecutiveDirector

8/8 100

Training

InorderfortheDirectorstoenhancetheirbusinessacumenandprofessionalismindischargingtheirdutiestotheGroup,alltheDirectorsareencouragedtoattendcourseswhether in-houseorexternalaspartofcontinuedevelopment ingainingrelevantknowledgeandupdates.Duringthefinancialyearended31December2016,TheCompanyprovides internalbriefingsto theDirectors on key corporate governance developments and salient changes to the Listing Requirements of Bursa, laws andregulations.TheDirectorsarealsobriefedonmattersrelevanttotheoperationsandactivitiesoftheCompany.

Fromtimetotime,theDirectorsareprovidedwithhardcopiesofreadingmaterialspertainingtothelatestdevelopmentsinareasrelatingtotheDirectors’rolesandresponsibilities,andtheyareencouragedtoattendappropriateexternaltrainingsonsubjectmattersthataidtheDirectorsinthedischargeoftheirdutiesasDirectors.

TheexternalauditorsalsocontinuouslybrieftheAuditCommitteeonanychangestotheMalaysianFinancialReportingStandardsthataffecttheGroup’sfinancialstatementsduringtheyear.

Inaddition,theCompanySecretaryalsoreceivesregularupdatesontrainingprogrammesfromvariousorganisationsincludingtheregulators.TheseupdatesarecirculatedtotheDirectorsfortheirconsideration.

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22 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

Directorswhomhadattendedexternaltrainingduringthefinancialyearended31December2016areasfollow:

Directors Seminar/Training Attended

Dato’ZarulAhmadBinMohdZulkifli MandatoryAccreditationProgramme(MAP)Training

Dr.MohdAmirSharifuddinB.Hashim AmendmentstoBursaMalaysiaListingRequirements–withlatestcasesonDirectors’duties.

Dato’LeeCheeHoe MandatoryAccreditationProgramme(MAP)Training

Mr.WongKwaiWah FinancialInsightandReportingforPublicCompany

En.IbrahimBinSahari MandatoryAccreditationProgramme(MAP)Training

OtherDirectorswhodidnotattendexternal trainingprogramdueto theirbusytravellingscheduleshadgainedother relevantknowledge through reading material and relevant trade discussion and functions conducted both locally and internationally.

UPHOLD INTEGRITY IN FINANCIAL REPORTING

Compliance with Applicable Financial Reporting Standards

Toassistinthedischargeofitsdutiesonfinancialreporting,theBoardhasestablishedanAuditCommittee,theAuditCommitteeassiststheBoardinreviewingthefinancialstatementswhicharepreparedinaccordancewiththeprovisionsofCompanyAct,1965and theapplicableaccountingstandards inMalaysia, andensures that theygiveanaccurate,adequateandcompletereportinginorderfortheBoardtopresentduringquarterlyresultsandannualauditedresultsannouncements.

Assessing the Suitability and Independence of External Auditors

TheAuditCommitteeconductsannualreviewofthesuitabilityandindependenceofExternalAuditors,TheAuditCommitteemeetswithExternalAuditorsatleasttwiceayeartodiscussauditplan,findingsandfinancialstatements,atleastoneofthesemeetingsiswithoutthepresenceofanyExecutiveDirectorandtheManagement.TheExternalAuditorsalsomadearepresentationintheir2015GroupAuditPlantoreaffirmtheirindependencyoftheirengagement.

RECOGNISE AND MANAGE RISKS

Risk Management Framework

Inrecognizingtheimportanceofriskmanagementandinternalcontrols,theBoardhasestablishedaRiskManagementworkinggroupcomprisingtheExecutiveDirectorandManagementstaffs to identify, thisworkinggroupwillconductregular reviewoninternal control system, policy and procedure of respective business units, aim to identify, evaluate, control, monitor and report the principalbusinessrisksfacedbytheGrouponanon-goingbasis,toassisttheBoardtomanagerisksandpromotesustainabilitythrough a structural risk management framework.

Internal Audit Function

The internal audit function of theGroup is out-sourced to a professional firmwhich adopts a risk based audit approachingdischarging their responsibilities. They review company’s system of internal control, review of effectiveness of corporate governance, riskmanagement,regulatorycompliancesandreportonitsadequacyandefficiencytotheAuditCommittee.

CORPORATEGOVERNANCE STATEMENT

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ENSURE TIMELY AND HIGH QUALITY DISCLOSURE

Corporate Disclosure Policy

TheCompanyaims tomaintainaclear, transparentand informedcommunicationchannelwith itsshareholdersandpotentialinvestors.TheCompanyhasdelegatedcertainExecutiveDirectorsandManagementstaffstobethespoke-personsonofficialbusiness,corporateeventsandannouncements.Thereisalsoa“ContactUs”iconinourCorporateWebsitetoallowanyinquiryto be communicated to the right channel and obtain a response within a reasonable time.

WhiletheCompanyendeavorstoprovideasmuch informationaspossibleto itsshareholdersandstakeholders,theBoard ismindful of the legal and regulatory framework governing the release of material and price sensitive information.

Leveraging on Information Technology for Effective Dissemination of Information

Anofficial“InvestorRelations”(“IR”)sectionisincorporatedintheCompany’swebsite,itprovidesrelevantinformationonCompany’sannouncement on a timely basis.

STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS

Encourage Shareholder Participation at General Meetings

TheCompanyservesamplenoticetoshareholdersregardingdetailsofGeneralMeetings,theirrightsandentitlementstoattendthemeetings.TheCompanyalsoencouragesshareholderstoattendorappointappropriateproxieswithnoqualificationrestrictionwhowillhaveequalrightsasmemberstospeakatthemeetings.

Encourage Poll Voting

TheChairmanwillinformshareholdersoftheirrighttodemandforpollvotingintheGeneralMeetings.TheCompanywillconductpollvotingifsorequestedbyshareholdersinthemeetings.

Effective Communication and Proactive Engagement with Shareholders

TheCompany,Boardmembersandseniormanagementwillactivelyandpromptlycommunicatewithkeyshareholders,minorityshareholders and potential institutional and public investors about the development of company business plan and results

Throughtimelyofficialpublicannouncementandmeetings,tounderstandshareholders’concernsandexpectationsinordertoplan,formalizeandrealigncorporatedirectioninachievingtheperformanceandcommongoalsexpectedbyshareholders,Boardmembers and the management.

CORPORATEGOVERNANCE STATEMENT

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24 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

MEMBERS OF THE AUDIT COMMITTEE

ThemembersoftheAuditCommittee(“theCommittee”)areasfollows:-

• YeeYitYang(Chairman) Independent Non-Executive Director

• ShaariBinHaron Independent Non-Executive Director

• MohdHatimBinAbdullah Independent Non-Executive Director

TERMS OF REFERENCE

TheCommitteeisgovernedbythefollowingtermsofreference:

1. Composition

TheCommitteeshallbeappointedfromamongsttheboardandshallcompriseatleastthree(3)members,amajorityofwhomshallbeindependentdirectors.AllmembersoftheCommitteeshallbenon-executivedirectors.

AllmembersoftheCommitteeshallbefinanciallyliterateandatleastoneshallbeamemberoftheaccountingassociationor body.

Allmembersof theCommittee, including thechairman,will holdofficeonly so longas they serveasdirectorsof theCompany.ShouldanymemberofthecommitteeceasestobeadirectoroftheCompany,hismembershipinthecommitteewould cease forthwith.

In the event of any vacancy with the result that the number of members is reduced to below three, the vacancy must be

filledwithinthree(3)months.

2. Chairman

Thechairman,whoshallbeelectedbytheCommittee,mustbeanindependentdirector. 3. Secretary

ThecompanysecretaryshallbethesecretaryoftheCommitteeandshallberesponsible,inconjunctionwiththechairman,for drawing up the agenda and circulating it prior to each meeting.

ThesecretaryshallalsoberesponsibleforkeepingtheminutesofmeetingsoftheCommitteeandcirculatingthemtotheCommitteemembers.

AUDIT COMMITTEE REPORT

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25VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

4. Meetings

Thequorumforameetingshallbetwo(2)members,providedthatthemajorityofmemberspresentatthemeetingshallbe independent.

The finance director, the representative of internal audit and the external audit shall normally attendmeetings. Otherboardmembersmayattendmeetingsupon the invitationof theCommittee.However, theCommitteeshallbeable toconvenemeetingswiththeexternalauditors,theinternalauditorsorboth,excludingtheattendanceofotherdirectorsandemployees of the company, whenever deemed necessary.

ThechairmanoftheCommitteeshallengageonacontinuousbasiswithseniormanagement,suchasthechairman,thechiefexecutiveofficer,thefinancedirector,theheadofinternalauditandtheexternalauditorsinordertobekeptinformedofmattersaffectingtheCompany.

Meetingsshallbeheldfour(4)timesayearoratafrequencytobedecidedbytheCommittee.

5. Rights

TheCommitteeshall:- (a) haveexplicitauthoritytoinvestigateanymatterwithinitstermsofreference;(b) havethenecessaryresourceswhichitneedstoperformitsduties;(c) havefullandunrestrictedaccesstoanyinformationwhichitrequiresinthecourseofperformingitsduties;(d) haveunrestrictedaccesstothechiefexecutiveofficerandthechieffinancialofficer;(e) havedirectcommunicationchannelswiththeexternalauditorsandinternalauditors;and(f) be able to obtain independent professional or other advice in theperformanceof its duties at the cost of the

Company.

6. Duties

ThedutiesoftheCommitteeshallincludeareviewof:-

(a) thenominationofexternalauditors;(b) theadequacyofexistingexternalauditarrangements,withparticularemphasisonthescopeandqualityof the

audit; (c) theadequacyandeffectivenessoftheinternalcontrolandmanagementinformationsystems;(d) thefinancialstatementsoftheCompanywithboththeexternalauditorsandmanagement;(e) theexternalauditors’auditreport;(f) anymanagement lettersentbytheexternalauditorstotheCompanyandthemanagement’sresponsetosuch

letter; (g) anyresignationoftheCompany’sexternalauditors;(h) theassistancegivenbytheCompany’sofficerstotheexternalauditors;(i) all areas of significant financial and operational risks and the arrangements in place to contain those risks to

acceptable levels; (j) allrelated-partytransactionsandpotentialconflictofinterestssituations;and(k) theinternalauditfunctionincluding:-

i. theadequacyofthescope,functions,competencyandresourcesoftheinternalauditfunction,andthatithas the necessary authority to carry out its work; and

ii. the internal audit program and the results of the internal audit process and, where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit function.

AUDIT COMMITTEE REPORT

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26 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

ATTENDANCE OF MEETINGS

Therewerefivemeetingsheldduringthefinancialyearended31December2016(“FY2016”).ThedetailsofattendanceofeachmemberattheCommitteemeetingsheldduringthefinancialyeararestatedbelow:

Directors DirectorshipMeetingsAttended %

YeohChinHoe(Chairman) IndependentNon-ExecutiveDirector 5/5 100

LeeYuetSum IndependentNon-ExecutiveDirector 2/2 100

ShaariBinHaron IndependentNon-ExecutiveDirector 4/5 80

LeowBockLim IndependentNon-ExecutiveDirector 3/3 100

Thepartneroftheexternalauditors,ExecutiveDirectorandrelevantmembersofseniormanagementteamattendedthemeetingsupontheinvitationoftheCommittee.

DeliberationsduringtheCommittee’smeetingincludingissuesdiscussedanddecisionswererecorded.MinutesoftheCommittee’smeetingswouldbetabledforconfirmationatthenextCommittee’smeetingandsubsequentlytabledattheBoardmeetingfornotation.

SUMMARY OF ACTIVITIES

TheactivitiescarriedoutbytheCommitteeduringtheFY2016including:-

(a) Reviewedtheinterimfinancialresults,analyzetrendoffinancialnumbers,queryonsignificantissuesandindicatorsbeforerecommending the same for the Board’s approval.

(b) ReviewedtheannualauditedfinancialstatementsoftheGrouptogetherwiththeexternalauditorsbeforerecommendingthe same for the Board’s approval.

(c) Reviewedtheauditplanofinternalandexternalauditors.

(d) Reviewed the relatedparty transactionswithin theGroup for compliancewithBursaMalaysiaSecuritiesBerhadMainMarketListingRequirements.

(e) ConsideredandrecommendedtheauditfeespayabletotheinternalandexternalauditorsfortheBoard’sapproval.

(f) Reviewed the internal audit reports, audit recommendations made and the Management’s response to theserecommendations.Where appropriate, the Committee had directed theManagement to ratify or improve the currentsystem based on the internal auditors’ recommendation for improvement.

(g) Reviewoftheadequacyandcompetencyoftheinternalauditfunctionandtheprofilesoftheinternalauditors.

(h) ReviewedandapprovedtheAuditCommitteeReportfortheinclusionintheCompany’sAnnualReport.

(i) HeldmeetingwithExternalAuditorstwicethisyearwithoutthepresenceofanyExecutiveDirectorsandtheManagementtodiscussauditandfinancialmatters.

AUDIT COMMITTEE REPORT

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27VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

INTERNAL AUDIT FUNCTION

TheAuditCommitteeevaluatedtheauditplanfromHLBLerLumforthefinancialyearended31December2016.AuditCommitteemetwiththeexternalauditorswithoutthepresenceofanymembersoftheBoard,inordertoreviewanddiscussonmattersofinterestfortheCompany.DuringthemeetingwithHLBLerLum,theAuditCommitteealso:

• Reviewanddiscussthenecessarysoughtexplanationsontheresultsoftheiraudit;• Discussedonchangesinaccountingstandards;• Discussedonissuesimpactingthefinancialstatements;• Soughtexplanationsontheregulatoryrequirementsandresponsibilities.

TheExternalAuditors hadconfirmed their independency in their 2016GroupAuditPlan and theBoard is satisfiedwith thatstatement.

TheAuditCommitteeandtheBoardaresatisfiedwiththeperformanceandeffectivenessoftheexternalauditors,HLBLerLumandthefeesquotedarewithintheaffordablerange.

INTERNAL AUDIT FUNCTION

Theinternalauditfunctionhasbeenoutsourced,whichreportsdirectlytotheAuditCommittee.TheAuditCommitteewillreviewandadvicetheInternalAuditorstodofurtherworkstoascertainareasofsignificantimportanttotheseniormanagementtorectify,andfollowuponareaofnon-complianceandareasforimprovement.AFollowupauditwillbeconductedattherequestofAuditCommitteetoensuretheissuesarerectifiedorimprovedaccordingly.

TheprimaryresponsibilityoftheinternalauditfunctionistoreviewtheCompany’ssystemofcontrolandreportonitsadequacy,effectivenessandefficiencytotheCommittee.Theinternalauditfunctionadoptsariskbasedauditapproachinauditingobjectivelyto provide assurance that risks are mitigated to acceptable levels.

SummaryofInternalAuditactivitiesfortheFY2016were:

1. DevelopingtheannualinternalauditplanandproposingthisplantotheCommittee.

2. Conductingscheduled internalauditengagements,using the riskbasedauditapproachand focusingprimarilyon theassessmentoftheeffectivenessofinternalcontrols.Theinternalauditors’findingsarehighlightedinthefollowingthree(3)categories:-

a) Findingsofsignificantimportanceforseniormanagement’sattention.b) Non-compliance.c) Areasforimprovement.

Managementresponsetheretowereobtainedandincludedintheinternalauditreport.

3. Conductingfollow-upreviewstoassessifappropriateactionhasbeentakentoaddressissueshighlightedinpreviousauditreports.

4. PresentingauditfindingstotheCommitteeforconsideration.

TheAuditCommitteeandInternalAuditorswillhaveseparatemeeting

ThetotalcostincurredfortheGroup’sinternalauditfunctionduringthefinancialyearwasapproximatelyRM31,667.00.

AUDIT COMMITTEE REPORT

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28 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

Responsibility

TheBoardofDirectors(“TheBoard”)assistedbytheAuditCommitteeisresponsibleandaccountablefortheeffectivenessandadequacy inmaintainingtheGroup’soverallsystemofRiskManagementand InternalControl (“RMIC”), inordertoreviewtheadequacyandeffectivenessofthesystemsofRMICintheGroupandensuresthatappropriatemethodsandproceduresareusedtoobtainthelevelofassurancerequiredbythetosafeguardshareholders’investmentsandtheGroup’sassets.

The Board recognizes that a sound system of risk management and internal control is an integral part of good corporate governance. The systemof riskmanagement and internal control covers not only financial controlsbut operational, risk andcompliance controls as well. The management assists the Board in the implementing the Board’s policies and procedures on risk and control by identifying and assessing the risks faced, and designing suitable internal controls to mitigate and manage these risks.

In view of the limitations inherent in any system of internal control, this system is designed to manage, rather than eliminate, the riskoffailurearisingfromnon-achievementoftheGroup’spolicies,goalsandobjectives.Suchsystemsprovidereasonable,ratherthan absolute, assurance against material misstatement or loss.

Key Activities for RMIC

TheGroup’skeyactivitiesthathavebeenestablishedforcontinuereviewingandevaluatingtheeffectivenessandadequacyoftheRMICsysteminclude:

• TheExecutiveBoardconductregularmeetingswithallbusinessunitheadsfromtimetotimetoensureallGroup’soperationsareinaccordancewiththecorporateobjective,businessdirection,policiesandstrategiesapprovedbytheBoard;

• TheAuditCommitteemembers are IndependentNon-ExecutiveDirectors. TheCommittee has full access to the keymanagementstaffs,internalandexternalauditors;

• Clear defined delegation of responsibilities and Business Code of Conduct have been provided to Executive Boardmembers and key management staffs, to ensure that they are guided by appropriate risk management, control policies and procedures;

• Operationalstructurewithdefinedlinesofreporting,responsibility,delegationofauthorityandaccountabilityareinplace;• ARiskManagementworkinggroupisformedtoconductregularreviewtheriskmanagementframeworkandupdateofthe

respectiveriskprofiles;• The Executive Board receive periodic performance reports from the respective business units, these reports include

financial and operational information to monitor the achievement progress of corporate objectives set as well as complianceoftherequiredstandardsandguidelinessetbytherespectiveregulatorybodies.

• Periodicinternalaudithasbeenconductedbyanindependentpartytomonitorcompliancewithoperatingpoliciesandproceduresaswellascodeofcorporategovernance,alwayshighlightedsignificantrisk,areaofweaknessesandnon-compliances,expectingforimmediaterectificationorfurtherenhancement;

• ExecutiveDirectors active involvement in daily operations enable control of operational procedures are observed andadhered;

• Top-levelreviewsandanalysesofactualoperationalresultsversusorganizationalgoalsorplansandotherkeyperformanceindicators(KPIs);

• RegularBoardMeetingshighlightanddiscussimportantissues.SuchmeetingsallowtheBoardofDirectorssupervisesandimplementsappropriatecontrolsandregularlyreviewstheadequacyofsuchcontrolonkeyareafromtimetotime;

Internal Audit Function

TheBoardofDirectorshadoutsourcedtheinternalauditfunctionoftheGrouptoanindependentexternalparty(“IEP”)toassisttheAuditCommitteetoprovideassurancetoManagementandtheBoardthatall internalcontrolsareinplace,adequate,andfunctioningeffectivelywithintheacceptablelevelofexpectations.

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

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29VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

ActivitiesofIEPareguidedbytheAnnualAuditStrategyPlanningMemorandumwhichisreviewedandapprovedbytheAuditCommitteeona yearlybasis. The risk-basedauditplan isdeveloped tocoveroperational and functional controls aswell asfinancialmanagementthataresignificanttotheoverallperformanceoftheGroup.

TheresponsibilitiesoftheIEPauditinclude:

• reviewingcompliancewith theGroupstandardoperatingpoliciesandprocedures,guidelines,andapplicable lawsandregulations;

• assessingandreportingon theoperationalefficiencyofvariousbusinessunitsanddepartmentswithin theGroupandidentifying area for improvement;

• assessingandreportingontheeffectivenessoftheriskmanagementandinternalcontrolsystems;• assessingandreportingonthereliabilityofsystemsandreportinginformation;

TheresultsofIEPinternalauditsarereportedonaquarterlybasistotheAuditCommitteeandthereportoftheAuditCommitteeisapermanentagendainthemeetingoftheBoard.TheManagementTeam’sresponseoneachinternalauditrecommendationandactionplanstherein,areregularlyreviewedandfollowedupbytheAuditCommittee.

TheBoardandtheManagementwillcontinueputtingeffortstoensurecompletionofremedialactionsandimprovementontheinternal control system in response to the recommendations highlighted in the internal audit reports.

Review of the Statement by External Auditors

TheexternalauditorshavereviewedthisStatementonRiskManagementandInternalControlforinclusionintheAnnualReportforthefinancialyearended31December2016incompliancewithparagraph15.23oftheListingRequirements,andreportedto the Board that nothing has come to their attention that causes them to believe that the statement is inconsistent with their understandingoftheprocessadoptedbytheBoardinreviewingtheadequacyandintegrityofthesystemofinternalcontrol.

Conclusion

TheBoardhadreceivedassurancefromtheGroupManagingDirectorandtheFinancialControllerduringtheAuditCommitteemeetingheldon27February2017,thattheGroup’sriskmanagementandinternalcontrolsysteminplaceisoperatingadequatelyand effectively in all material aspects.

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

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30 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

a) TheDirectorsarerequiredbytheCompaniesAct,2016(“theAct”)topreparefinancialstatementsforeachfinancialyearwhichhavebeenmadeoutinaccordancewiththeprovisionsoftheActandMalaysianFinancialReportingStandardsandInternationalFinancialReportingStandards.

b) TheDirectorsareresponsibletotakereasonablestepstoensurethatthefinancialstatementsgiveatrueandfairviewofthestateofaffairsoftheGroupandoftheCompany,andoftheresultsoftheoperationsandcashflowsoftheGroupandoftheCompanyforthefinancialperiod.

c) Inpreparingthefinancialstatements,theDirectorshave:

• adoptedsuitableaccountingpoliciesandappliedthemconsistently;• madejudgementsandestimatesthatarereasonableandprudent;and• preparedfinancialstatementsonagoingconcernbasis.

d) TheDirectorsareresponsibletoensurethattheGroupandtheCompanymaintainaccountingrecordswhichdisclosewithreasonableaccuracythefinancialpositionoftheGroupandoftheCompany,andwhichenablethemtoensurethatthefinancialstatementscomplywiththeAct.

e) TheDirectorsarealsoresponsiblefortakingreasonablestepstosafeguardtheassetsoftheGroup,andtodetectandprevent fraud and other irregularities.

DIRECTORS’ RESPONSIBILITIES STATEMENTS FOR THE ANNUAL AUDITED FINANCIAL STATEMENTS

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FINANCIALSTATEMENTS32 DIRECTORS’ REPORT

36 STATEMENT BY DIRECTORS

36 STATUTORY DECLARATION

37 INDEPENDENT AUDITORS’ REPORT

41 STATEMENTS OF PROFIT OR LOSS AND

OTHER COMPREHENSIVE INCOME

42 STATEMENTS OF FINANCIAL POSITION

44 CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

46 STATEMENTS OF CASH FLOWS

48 NOTES TO THE FINANCIAL STATEMENTS

94 SUPPLEMENTARY INFORMATION - DISCLOSURE

OF REALISED AND UNREALISED PROFITS

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32 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

The Directors hereby submit their Report together with the audited financial statements of the Group and of the Company for the financial year ended 31 December 2016.

PRINCIPAL ACTIVITIES

The Company is principally engaged in investment holding. The principal activities of the subsidiaries are described in Note 12 to the Financial Statements.

There have been no significant changes in the nature of these activities during the financial year.

FINANCIAL RESULTS

GroupRM

CompanyRM

Profit / (Loss) for the year attributable to :-

Owners of the Company 674,668 (657,804)

Non-controlling interests (55,398) -

619,270 (657,804)

DIVIDEND

No dividend has been paid or declared by the Company since the end of the previous financial year.

The Board of Directors does not recommend any final dividend for the current financial year ended 31 December 2016.

RESERVES AND PROVISIONS

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

WARRANTS 2014/2024

The warrants were constituted under the Deed Poll dated 11 March 2014. No warrant was exercised during the financial year and the total number of warrants that remain unexercised were 60,000,000 as at the reporting date.

The salient terms of the warrants are disclosed in Note 18 to the Financial Statements. Details of warrants issued to Directors are disclosed in the section on Directors’ interests in this report. DIRECTORS

The Directors who served on the Board of the Company during the financial year and during the period commencing from the end of the financial year to the date of the report are :-

DIRECTORS’ REPORT

Dato’ Zarul Ahmad Bin Mohd Zulkifli (appointed on 31 May 2016)Seow Khim SoonHam Hon KitShaari Bin HaronDato’ Lee Chee Hoe (appointed on 31 May 2016) Ibrahim Bin Sahari (appointed on 19 Jul 2016)Wong Kwai Wah (appointed on 19 Jul 2016)Dato’ Abdullah Sani Bin Ab Hamid (appointed on 15 Feb 2017)

Dato’ Mah Siew Kwok (appointed on 15 Feb 2017)Mohd Hatim Bin Abdullah (appointed on 15 Feb 2017)Yee Yit Yang (appointed on 15 Feb 2017)Mohd. Amir Sharifuddin Bin Hashim (resigned on 15 Feb 2017) Yeoh Chin Hoe (resigned on 15 Feb 2017)Lee Yuet Sum (resigned on 15 Feb 2017)Wong Seow Mooi (resigned on 19 Jul 2016)Leow Bock Lim (resigned on 7 Jun 2016)

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33VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

DIRECTORS’ INTERESTS

The Directors holding office at the end of the financial year and their interests in the share capital of the Company and of the holding company during the financial year were as follows:-

Ordinary shares

The CompanyBalance at

1.1.2016 Acquired DisposedBalance at 31.12.2016

Seow Khim Soon - indirect 66,933,056 - (66,933,056) -

Ham Hon Kit - direct 800,000 - - 800,000

Dato' Zarul Ahmad Bin Mohd Zulkifli - direct - 2,200,000 - 2,200,000

- indirect - 66,935,588 - 66,935,588

Dato' Lee Chee Hoe - direct - 990,000 - 990,000

Wong Kwai Wah - direct - 4,200,000 - 4,200,000

Ibrahim Bin Sahari - direct - 2,360,000 - 2,360,000

Number of Warrants in the Company

The CompanyBalance at

1.1.2016 AcquiredExercised /

SoldBalance at 31.12.2016

Dato’ Zarul Ahmad Bin Mohd Zulkifli - indirect - 33,467,799 - 33,467,799

Ham Hon Kit - direct 400,000 - - 400,000

Ordinary shares of RM1 each

Balance at 1.1.2016 Acquired Disposed

Balance at 31.12.2016

Holding company

- Vista Lestari Development Sdn. Bhd.

Dato’ Zarul Ahmad Bin Mohd Zulkifli - indirect - 66,935,588 - 66,935,588

By virtue of Dato’ Zarul Ahmad Bin Mohd Zulkifli’s interests in the holding company, he is deemed to be interested in the shares of the Company and all the subsidiaries of the Company to the extent of the Company’s interests in the respective subsidiaries as disclosed in Note 12 to the Financial Statements.

None of the other Directors holding office as at 31 December 2016 had any interest in the shares of the Company and its related corporations during the financial year.

DIRECTORS’ BENEFITS

During and at the end of the financial year, no arrangement subsisted to which the Company or any of its subsidiaries is a party, with the object or objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

Since the end of the previous financial year, no Director has received or become entitled to receive any benefit (other than the benefits shown under Directors’ Remuneration) 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 except as disclosed in the notes to the financial statements.

DIRECTORS’ REPORT

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34 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

DIRECTORS’ REMUNERATION

Details of Directors’ remuneration are set out in Note 7 to Financial Statements.

HOLDING COMPANY

The Directors regard Vista Lestari Development Sdn. Bhd., a company incorporated in Malaysia as the Company’s holding company.

SUBSIDIARIES

Details of subsidiaries are set out in Note 12 to the Financial Statements. None of the auditors’ report on the accounts of subsidiaries is qualified. None of the subsidiaries hold shares in the holding company and other related corporations.

STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS

Before the financial statements of the Group and of the Company were prepared, the Directors took reasonable steps :-

(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that all known bad debts have been written off and that adequate allowance has been made for doubtful debts; and

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

At the date of this Report, the Directors are not aware of any circumstances :-

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

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

(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

At the date of this Report, there does not exist :-

(a) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year which secures the liability of any other person; or

(b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.

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

DIRECTORS’ REPORT

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35VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

OTHER STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS

The Directors state that :-

At the date of this Report, they are not aware of any circumstances not otherwise dealt with in this Report or the financial statements of the Group and of the Company which would render any amount stated in the respective financial statements misleading.

In their opinion,

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

(b) there has not arisen in the interval between the end of the financial year and the date of this Report any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and of the Company for the financial year in which this Report is made.

AUDITORS’ REMUNERATION

Details of auditors’ remuneration are set out in Note 7 to the Financial Statements.

SIGNIFICANT EVENTS AFTER REPORTING PERIOD

Details of significant events after reporting period are set out in Note 29 to the Financial Statements.

AUDITORS

The auditors, Messrs. HLB Ler Lum, Chartered Accountants, have expressed their willingness to accept re-appointment as auditors.

Signed on behalf of the Board in accordance with a resolution of the Directors,

__________________________________Seow Khim Soon

Dated : 6 April 2017 __________________________________Kuala Lumpur Ham Hon Kit

DIRECTORS’ REPORT

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36 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

We, SEOW KHIM SOON and HAM HON KIT, being two of the Directors of VOIR HOLDINGS BERHAD, do hereby state that, in the opinion of the Directors, the accompanying financial statements are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2016 and of their financial performance and cash flows for the year then ended.

The supplementary information set out in the financial statements has been prepared in accordance with the 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 (“Bursa Malaysia”) Listing Requirements, as issued by the Malaysian Institute of Accountants and the directive of Bursa Malaysia.

Signed on behalf of theBoard in accordance witha resolution of the Directors,

__________________________________Seow Khim Soon

Dated : 6 April 2017 __________________________________Kuala Lumpur Ham Hon Kit

I, TANG KIAN HIONG, being the officer primarily responsible for the financial management of VOIR HOLDINGS BERHAD, do solemnly and sincerely declare that to the best of my knowledge and belief the accompanying financial statements are correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared bythe abovenamed TANG KIAN HIONG at __________________________________Kuala Lumpur on 6 April 2017 Tang Kian Hiong

Before me :

_____________________________________Commissioner for Oaths

STATEMENT BY DIRECTORS

STATUTORYDECLARATION

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37VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF VOIR HOLDINGS BERHAD

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of VOIR HOLDINGS BERHAD, which comprise the Statements of Financial Position as at 31 December 2016 of the Group and of the Company, and the Statements of Profit or Loss and Other Comprehensive Income, Statements of Changes in Equity and Statements of Cash Flows of the Group and of the Company for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, as set out on pages 32 to 93.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and of the Company as at 31 December 2016, and of their financial performance and their cash flows for the year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia.

Basis for Opinion

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

Independence and Other Ethical Responsibilities

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

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

Valuation and existence of inventories(Refer to Note 3(K) and 15 to the Financial Statements)

As at year end, the carrying amount of inventories amounted to RM78,828,239. These inventories mainly consist of inventories in the outlets, consignment counters and warehouse. Inventories are stated in the Financial Statements at the lower of cost and net realisable value. Sales in the fashion industry can be extremely volatile with consumer demand changing significantly based in current trends. This in combination with the significant share of inventories as part of total assets, made us conclude that existence and valuation of inventories are a key audit matter of our audit.

How our audit address this matter

Our audit procedures to test the existence of the inventories mainly consist of testing the relevant internal control procedures, specifically by testing the inventory cycle counts performed by management. We have attended the inventory cycle count in stores, counters and warehouse, to validate counts performed by the Company. We compared our count results with the result of the counts by Company’s representatives.

To validate the valuation of inventories, we• understood and assessed the effectiveness of internal controls in place to assess the valuation of inventory.• performed test of details on actual margins and valuation of inventories. We assessed whether there were inventories

which were sold with a (consistent) negative margin by evaluating recent sales subsequent to year ended to validate management’s assessment and decision whether inventories should or should not be provided for.

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38 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

INDEPENDENT AUDITORS’ REPORTTO THE MEMBERS OF VOIR HOLDINGS BERHAD

Information Other than the Financial Statements and Auditors’ Report Thereon

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

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

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

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

Responsibilities of the Directors for the Financial Statements

The Directors of the Company are responsible for the preparation of financial statements of the Group and of the Company that give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 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 of the Group and of the Company that are free from material misstatement, whether due to fraud or error.

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

Auditors’ Responsibilities for the Audit of the Financial Statements

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and of the Company’s internal control.

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

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39VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF VOIR HOLDINGS BERHAD

Auditors’ Responsibilities for the Audit of the Financial Statements (cont’d)

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

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

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

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

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

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

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 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 15 to the Financial Statements.

(c) We are satisfied that the accounts of the subsidiaries that have been consolidated with the Company’s financial statements are in form and content appropriate and proper for the purposes of the preparation of theb financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes.

(d) Our 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.

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40 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

Other Reporting Responsibilities

The supplementary information set out in page 90 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 266 of the Companies Act 2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

HLB LER LUM (AF 0276) Chartered Accountants

LUM TUCK CHEONGDated : 6 April 2017 01005/03/2019 J Kuala Lumpur Chartered Accountant

INDEPENDENT AUDITORS’ REPORTTO THE MEMBERS OF VOIR HOLDINGS BERHAD

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41VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

Group Company

Note2016

RM2015

RM2016

RM2015

RM

Revenue 4 168,852,385 160,894,517 - -

Cost of sales 5 (97,068,228) (87,026,786) - -

Gross profit 71,784,157 73,867,731 - -

Other operating income 293,777 1,291,448 - -

Selling & distribution costs (59,641,787) (66,890,817) - -

Administration expenses (10,449,694) (10,529,760) (657,804) (459,152)

Finance costs 6 (949,964) (1,664,869) - -

Profit/ (Loss) before tax 7 1,036,489 (3,926,267) (657,804) (459,152)

Income tax expense 8 (417,219) (346,935) - -

Profit/ (Loss) for the year 619,270 (4,273,202) (657,804) (459,152)

Other comprehensive income, net of tax - - - -

Total comprehensive income / (expense) for the year 619,270 (4,273,202) (657,804) (459,152)

Profit / (Loss) and total comprehensiveincome / (loss) attributable to:

Owners of the Company 674,668 (4,205,250) (657,804) (459,152)

Non-controlling interests (55,398) (67,952) - -

619,270 (4,273,202) (657,804) (459,152)

Earnings / (Loss) per share for the year attributable to owners of the Company (sen) - Basic 9 0.51 (3.19)

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

STATEMENTS OF PROFIT OR LOSS AND OTHER

COMPREHENSIVE INCOMEFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016

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42 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

Group Company

Note2016

RM2015

RM2016

RM2015

RM

ASSETS

Non-current assets

Property, plant & equipment 10 10,955,253 11,945,569 - -

Investment properties 11 2,386,794 2,447,148 - -

Investment in a subsidiaries 12 - - 72,512,682 73,135,552

Other investments 13 17,484 17,484 - -

Intangible assets 14 430,720 505,344 - -

Deferred tax assets 22 601,000 190,000 - -

14,391,251 15,105,545 72,512,682 73,135,552

Current assets

Inventories 15 78,828,239 76,695,759 - -

Trade receivables 16 21,461,019 22,234,035 - -

Other receivables, deposits & prepayments 16 14,366,688 12,051,534 16,970 16,897

Amount due from a contract customer 16 a 172,468 - - -

Income tax assets 200,000 148,749 - -

Cash & bank balances 5,054,837 7,565,897 28,288 33,777

120,083,251 118,695,974 45,258 50,674

Total assets 134,474,502 133,801,519 72,557,940 73,186,226

EQUITY AND LIABILITIES

Equity

Share capital 18 66,000,000 66,000,000 66,000,000 66,000,000

Share premium 19 101,898 101,898 101,898 101,898

Retained earnings 23,435,897 22,761,229 6,354,682 7,012,486

Equity attributable to owners of the Company 89,537,795 88,863,127 72,456,580 73,114,384

Non-controlling interests 21,948 77,346 - -

Total equity 89,559,743 88,940,473 72,456,580 73,114,384

Non-current liabilities

Borrowings 20 820,926 1,188,193 - -

820,926 1,188,193 - -

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

STATEMENTS OF FINANCIAL POSITIONAS AT 31 DECEMBER 2016

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43VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

Group Company

Note2016

RM2015

RM2016

RM2015

RM

Current liabilities

Trade payables 23 19,608,000 12,402,444 - -

Other payables, deposits & accruals 23 6,889,890 7,865,332 101,360 71,842

Borrowings 20 16,995,604 23,261,849 - -

Income tax liabilities 600,339 143,228 - -

44,093,833 43,672,853 101,360 71,842

Total liabilities 44,914,759 44,861,046 101,360 71,842

Total equity and liabilities 134,474,502 133,801,519 72,557,940 73,186,226

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

STATEMENTS OF FINANCIAL POSITION

AS AT 31 DECEMBER 2016

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44 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

Attributable to owners of the Company

Non-distributable Distributable

Share capital

RM

Share premium

RM

Retained earnings

RMTotal

RM

Non-controlling

interestsRM

Total equity

RM

Balance at 1 january 2015 60,000,000 101,898 26,966,479 87,068,377 145,767 87,214,144

Changes in composition of the Group - - - - (469) (469)

Additional issued and paid up share capital 6,000,000 - - 6,000,000 - 6,000,000

Total comprehensive expense for the year - - (4,205,250) (4,205,250) (67,952) (4,273,202)

Balance at 31 December 2015 66,000,000 101,898 22,761,229 88,863,127 77,346 88,940,473

Total comprehensive income/(expense) for the year - - 674,668 674,668 (55,398) 619,270

Balance at 31 December 2016 66,000,000 101,898 23,435,897 89,537,795 21,948 89,559,743

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016

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45VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

Attributable to owners of the Company

Non-distributable DistributableShare

capitalRM

Share premium

RM

Retained earnings

RM

Total equity

RM

Balance at 1 January 2015 60,000,000 101,898 7,471,638 67,573,536

Additional issued and paid up share capital 6,000,000 - - 6,000,000

Total comprehensive income for the year - - (459,152) (459,152)

Balance at 31 December 2015 66,000,000 101,898 7,012,486 73,114,384

Total comprehensive income for the year - - (657,804) (657,804)

Balance at 31 December 2016 66,000,000 101,898 6,354,682 72,456,580

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

STATEMENT OF CHANGES IN EQUITY

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016

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46 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

Group Company

2016RM

2015RM

2016RM

2015RM

Cash flows from operating activities

Profit / (Loss) before tax 1,036,489 (3,926,267) (657,804) (459,152)

Adjustment for:-

Allowance for impairment on receivables 1,700 157,835 - -Amortisation 74,624 74,624 - -Bad debts written off 40,732 - - -Depreciation 5,420,924 7,397,104 - -Dividend income (233) (231) - -Inventories written down 177,158 - - -Inventories written off 2,471,702 304,470 - -Interest expenses 949,964 1,664,869 - -Loss on derecognition of associated company - 30,903 - -Gain on disposal of property, plant & equipment

and investment property (70,666) (1,125,210) - -Property, plant & equipment written off 461,980 361,380 - -Reversal for impairment no longer required (156,985) - - -Unrealised gain on foreign exchange - net (245) (1,014) - -

Operating profit/(loss) before working capital changes 10,407,144 4,938,463 (657,804) (459,152)

Decrease/(Increase) in inventories (4,781,340) 7,809,522 - -Decrease/(increase) in receivables (3,618,954) 1,825,245 (73) 5,441(Decrease)/increase in payables 6,200,642 (8,004,135) 29,517 (13,277)Changes in inter-company balances - - 622,871 (5,799,638)

Cash generated from/ (absorbed by) operations 8,207,492 6,569,095 (5,489) (6,266,626)

Dividends received 233 231 - -Interest received - - - -Interest paid (989,779) (1,671,957) - -Income tax paid (363,860) (897,812) - -Income tax refunded - 262,296 - 239,358

Net cash from operating activities 6,854,086 4,261,853 (5,489) (6,027,268)

Cash flows from investing activities

Investment in subsidiary - (20,100) - (4)Proceeds from disposal of property,

plant & equipment 2,019,747 73,105 - -Purchase of property, plant & equipment (4,583,626) (2,662,039) - -

Net cash used in investing activities (2,563,879) (2,609,034) - (4)

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016

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47VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

Group Company

2016RM

2015RM

2016RM

2015RM

Cash flows from financing activities

Proceed from issue of share capital - 6,000,000 - 6,000,000Proceeds from borrowings - 1,586,846 - -Repayment of borrowings (7,410,401) (4,215,890) - -

Net cash from / (used in) financing activities (7,410,401) 3,370,956 - 6,000,000

Net changes in cash and cash equivalents (3,120,194) 5,023,775 (5,489) (27,272)

Effect of exchange rate change on cash held 245 1,014 - -

Cash and cash equivalents brought forward 7,464,129 2,439,340 33,777 61,049

Cash and cash equivalents carried forward 4,344,180 7,464,129 28,288 33,777

NOTES TO THE STATEMENTS OF CASH FLOWS

(a) Cash and cash equivalents comprise:-

Cash & bank balances 5,054,837 7,565,897 28,288 33,777

Bank overdrafts (710,657) (101,768) - -

4,344,180 7,464,129 28,288 33,777

(b) Analysis of foreign currency exposure profile of cash and cash equivalents is as follows:-

Ringgit Malaysia (RM) 4,339,694 7,458,677 28,288 33,777United States Dollar (USD) 4,486 5,452 - -

4,344,180 7,464,129 28,288 33,777

(c) Analysis of purchase of property, plant & equipment:-

Cash 4,583,626 2,662,039 - -Finance lease arrangements - - - -Other accruals 274,989 26,386 - -

4,858,615 2,688,425 - -

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016

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48 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

1 GENERAL INFORMATION

The Company is principally engaged in investment holding. The principal activities of the subsidiaries are described in Note 12 to the Financial Statements.

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 (“Bursa Securities”).

The address of the registered office of the Company is as follows :-

B-3-9, 3rd Floor, Block BMegan Avenue II12, Jalan Yap Kwan Seng50450 Kuala Lumpur

The address of the principal place of business of the Company is as follows :-

Lot 1878, Jalan KPB 9Kawasan Perindustrian Kampung Baru BalakongOff Jalan Balakong43300 Seri KembanganSelangor Darul Ehsan

2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group’s operations are subject to a variety of financial risks, including market risk (which comprises of equity price risk, interest rate risk and foreign currency risk), credit risk and liquidity risk.

The Group’s financial risk management policy seeks to ensure that adequate resources are available to manage the above risks and to create value for its shareholders. The Board regularly reviews these risks and approves treasury policies, which covers the management of these risks. It is not the Group’s policy to engage in speculative transactions.

(a) Credit risk

Credit risk is the potential exposure of the Group to losses in the event of non-performance by counterparties. The Group is exposed to credit risk mainly from its receivables and advances. The Group minimises credit risk by extending credit to the entities that are creditworthy. The Group uses the available financial information supplied by independent rating agencies to rate its major customers where available and, to base upon its own established credit evaluation and monitoring guidelines.

The detailed information regarding the ageing of trade receivables is disclosed in Note 16 to the Financial Statements.

(b) Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting its financial obligations as result of funds shortage. The Group practises prudent liquidity risk management policies and maintains sufficient levels of cash and credit facilities for working capital and contingent funding requirements.

The maturity analysis of the Group’s and the Company’s financial liabilities based on undiscounted contractual payments are as disclosed in Note 27 to the Financial Statements.

NOTES TO THE FINANCIAL STATEMENTS

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49VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont’d)

(c) Interest rate risk

Interest rate risk is the risk that the value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Group is exposed to interest rate risk because companies in the Group borrow funds at floating interest rates. The Group manages interest rate risk by obtaining the most favourable interest rates in the market.

The sensitivity analyses is determined based on the exposure to interest rate for the Group’s and the Company’s borrowings (excluding finance lease obligations) at end of the reporting period. The analysis is prepared assuming the amount of the borrowings was outstanding for the whole year. An increase/decrease of 50 basis points in interest rate and all other variables were held constant, it would result a variance of approximately RM87,250 (2015: RM120,650) in the Group’s profit before tax.

(d) Equity price risk

Equity price risk is the risk that the value of an equity instrument will fluctuate as a result of changes in market prices. The Group is exposed to equity price risk through the holding of quoted shares.

The Group manages its exposure to fluctuation in prices by monitoring the movement in the quoted price. The Group does not face significant exposure to equity price risk due to relatively small value in its investment in quoted shares.

(e) Foreign currency risk

Foreign currency risk is the risk that the value of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group is exposed to foreign currency risk primarily through the outstanding amount from its trade payable accounts.

The Group does not hedge its currency exposures. The carrying amounts of tradepayables which are unhedged are as disclosed in Note 23 to the Financial Statements.

The sensitivity analysis includes outstanding foreign currency denominated monetary items and adjusts their translation at the period end. A 5% strengthening/weakening of Ringgit Malaysia (“RM”) against the relevant foreign currencies would has increased/decreased the Group’s profit before tax by approximately RM15,510 (2015: RM31,510).

3. SIGNIFICANT ACCOUNTING POLICIES

(A) Basis of preparation

The financial statements of the Group and of the Company have been prepared under the historical cost convention (unless stated otherwise in the significant accounting policies below) and comply with Malaysian Financial Reporting Standards (“MFRS”), International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia.

The preparation of financial statements in conformity with MFRS and the Companies Act 1965 in Malaysia, requires the Directors to make estimates and exercise of judgement that affect the reported amounts of assets and liabilities and disclosure of contingent assets, liabilities, revenue and expenses. Actual results could differ from those estimates.

NOTES TO THE FINANCIAL STATEMENTS

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50 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(A) Basis of preparation (cont’d)

The areas involving a higher degree of judgment or complexity or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3(B) to the Financial Statements.

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

(B) Change in accounting policies

The accounting policies and method of computation adopted are consistent with those of the previous financial year except for the adoption of of the amendments to MFRSs and IC Intepretation(“IC Int”) that are applicable to the Group and to the Company for the financial year beginning 1 January 2016.

The adoption of these amendments to MFRSs and IC Int does not have any significant impact to the Group and the Company.

(C) Significant accounting estimates and judgments

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the reported amounts of assets, liabilities, income and expenses within the next financial year are discussed below :-

(i) Estimated residual values and useful lives of property, plant & equipment

The Group’s businesses are fairly capital intensive. The depreciation charges form a component of the total cost of the profit or loss. The Group reviews the residual values and useful lives of property, plant & equipment at each reporting date in accordance with the accounting policy. The review is based on factors such as expected level of usage, business plans and strategies and future regulatory changes. The estimation of the residual values and useful lives involves significant judgment. Changes in the expected useful lives could impact the future depreciation charges.

The carrying amount of the Group’s property, plant and equipment is as disclosed in Note 10 to the Financial Statements. A variance of 5% in depreciation charge based on carrying amount of the Group’s property, plant & equipment as at reporting date would affect the Group’s profit or loss by approximately RM547,760 (2015: RM597,280).

(ii) Impairment of loans and receivables

The Group assesses at each reporting date whether there is objective evidence that a financial asset has been impaired. Impairment loss is calculated based on a review of the current status of existing receivables and historical collections experience.

The carrying amount of the Group’s loans and receivables (other than cash & bank balances) at the reporting date are disclosed in Note 28 to the Financial Statements. If the present value of estimated future cash flows varies by 1% from management’s estimates, the Group’s allowance for impairment will be increased by approximately RM324,740 (2015: RM341,200).

NOTES TO THE FINANCIAL STATEMENTS

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51VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(C) Significant accounting estimates and judgments (cont’d)

(iii) Estimated net realisable value of inventories

When assessing inventories, estimates for their recoverability that arise from the expected consumption of the corresponding items are neccessary. The adjustments for the inventories are calculated for each item using a stock coverage analysis. The parameters are checked annually and modified if necessary. Changes in sales or other circumstances can lead to the book value having to be adjusted accordingly.

(D) Property, plant & equipment and depreciation

Property, plant & equipment are stated at cost less accumulated depreciation and accumulated impairment lossess. Cost includes expenditure that is directly attributable to the acquisition of the items. The cost of certain property, plant & equipment include the cost of dismantling, removal and restoration, the obligation of which was included as a consequence of installing the asset.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial year in which they are incurred.

Property, plant & equipment retired from active use and held for disposal are stated at the lower of net book value and net realisable value.

Depreciation on property, plant & equipment is calculated on the straight line basis at rates required to write off the cost of the property, plant & equipment over their estimated useful lives. Capital in progress is not depreciated until the asset is ready for its intended use.

The principal annual rates of depreciation used are as follows :-

Long term leasehold land Over the remaining period of the respective leases

Freehold building 2%

Leasehold building 2%

Leasehold condominium 2%

Counter equipment, furniture & fittings 10% - 33.33%

Furniture & fittings 10% - 33.33%

Motor vehicles 10% - 20%

Office equipment 10% - 33.33%

Renovation & improvement 10% - 33.33%

Tools & equipment 20% - 33.33%

Residual value, useful life and depreciation method of assets are reviewed at each reporting date 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 & equipment.

Gains and losses on disposals are determined by comparing net disposal proceeds with net carrying amount and are recognised in profit or loss.

NOTES TO THE FINANCIAL STATEMENTS

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52 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(E) Investment properties

Investment properties consist of land and buildings that are held for long-term either to earn rental income or for capital appreciation and are not occupied by the Group. Investment properties are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the investment properties.

Investment in freehold land is not depreciated as it has an indefinite life. Depreciation on other investment properties is calculated using the straight line basis at rates required to write off the cost of the investment properties over their estimated useful lives as follows:

Long term leasehold land Over the remaining period of the respective leasesFreehold building 2%Leasehold building 2%

Gain or loss on the retirement or disposal of an investment property is recognised in the profit or loss in the year in which it arises.

(F) Investment in subsidiaries and basis of consolidation

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date control ceases.

Subsidiaries are consolidated using the acquisition method of accounting except for certain business combinations which were accounted for using the merger method as for the acquisition of a subsidiary under common control.

Intragroup transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group.

The gain or loss on disposal of a subsidiary is the difference between net disposal proceeds and the Group’s share of its net assets as of the date of disposal including the cumulative amount of any exchange differences that relate to the subsidiary is recognised in the consolidated profit or loss.

Investment in subsidiaries is measured in the Company’s financial statements at cost less any impairment losses, unless the investment is classified as held for sale or distribution. The cost of investments includes transaction costs.

(i) Acquisition method

Under the acquisition method of accounting, subsidiaries are fully consolidated from the date of which control is transferred to the Group and are de-consolidated from the date that control ceased. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. On an acquisition-by-acquisition basis, the group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. The excess of the cost of acquisition over the fair value of the Group’s share of the subsidiaries’ identifiable net assets acquired is reflected as goodwill. Goodwill is retained in the Consolidated Statement of Financial Position at cost. Where an indication of impairment exists, the carrying amount of the net asset is assessed and written down immediately to its recoverable amount.

NOTES TO THE FINANCIAL STATEMENTS

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53VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

3 SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(F) Investment in subsidiaries and basis of consolidation (cont’d)

(i) Acquisition method (cont’d)

The excess of the fair value of the Group’s share of the subsidiaries’ identifiable net assets over the cost of acquisition at the date of acquisition is recognised directly in the profit or loss.

(ii) Merger method

Acquisition of a subsidiary, Kumpulan Voir Sdn. Bhd., is accounted for using merger accounting principles.

Under the merger method of accounting, the results of subsidiary are presented as if the merger had been effected throughout the current and previous years. The assets and liabilities combined are accounted for based on the carrying amounts from the perspective of the common control shareholder at the date of transfer.

On consolidation, the cost of the merger is cancelled with the values of the shares received. Any resulting credit difference is classified as equity and regarded as a non-distributable reserve. Any resulting debit difference is adjusted against any suitable reserve. Any share premium, capital redemption reserve and any other reserves which are attributable to share capital of the merged enterprises, to the extent that they have not been capitalised by a debit difference, are reclassified and presented as movement in other capital reserves.

(iii) Loss of control

When the Group ceases to have control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

(iv) Non-controlling interests

Non-controlling interests at the end of the reporting period, being the equity in a subsidiary not attributable directly or indirectly to the equity holders of the Company, are presented in the consolidated statement of financial position and statement of changes in equity within equity, separately from equity attributable to the owners of the Company.

Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so causes the non-controlling interests to have a deficit balance.

(v) Acquisition of non-controlling interests

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

NOTES TO THE FINANCIAL STATEMENTS

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54 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

3 SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(G) Associate

Associate is entity, including unincorporated entity, in which the Group has significant influence, but not control, over the financial and operating policies.

Investment in associate is accounted for in the consolidated financial statements using the equity method less any impairment losses, unless it is classified as held for sale or distribution.

The cost of the investment includes transaction costs. The consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income of the associate, after adjustments if any, to align the accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases.

When the Group’s share of losses exceeded its interest in an associate, the carrying amount of that interest including any long-term investments is reduced to zero, and the recognition of further losses is discontinued except to extent that the Group has an obligation or has made payments on behalf of the associate.

When the Group ceases to have significant influence over an associate, it is accounted for as a disposal of the entire interest in that associate, with resulting gain or loss being recognised in profit or loss. Any retained interest in the former associate at the date when significant influence is lost is re-measured at fair value and this amount is regarded as the initial carrying amount of a financial asset.

When the Group’s interest in an associate decreases but does not result in a loss of significant influence, any retained interest is not re-measured. Any gain or loss arising from the decrease in interest is recognised in profit or loss. Any gains or losses previously recognised in other comprehensive income are also reclassified proportionately to the profit or loss.

Investment in an associate is measured in the Company’s financial statements at cost less any impairment losses, unless the investment is classified as held for sale or distribution. The cost of investment includes transaction costs.

(H) Intangible assets

Trademark is recognised as intangible asset if it is probable that the future economic benefits that are attributable to such asset will flow to the enterprise and the costs of such asset can be measured reliably.

Trademarks of the Group are measured at cost less accumulated amortisation and any accumulated impairment losses. Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the trademark to which it relates, all other expenditure is recognised in profit or loss as incurred.

Amortisation is recognised in profit or loss on the straight line basis over the estimated useful lives of the trademarks. Amortisation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if appropriate. The Group’s trademarks are amortised on the straight line basis over its estimated useful lives of 10 years.

The policy for the recognition and measurement of impairment losses is in accordance with Note 3(J) to the Financial

Statements.

(I) Financial instruments

A financial instrument is any contract that gives rise to both a financial asset of one enterprise and a financial liability or equity instrument of another enterprise. The Group and the Company categorise financial instruments as follows:

(i) A financial asset is any asset that is cash, a contractual right to receive cash or another financial asset from another enterprise, a contractual right to exchange financial instruments with another enterprise under conditions that are potentially favourable, or an equity instrument of another enterprise.

NOTES TO THE FINANCIAL STATEMENTS

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55VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

3 SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(I) Financial instruments (cont’d)

(a) Loans and receivables

Loans and receivables category comprises debt instruments that are not quoted in an active market, trade and other receivables and cash and cash equivalents. Subsequent to initial recognition, loans and receivables are measured at amortised cost using effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, and through the amortisation process.

Loans and receivables are classified as current assets, except for those having maturity dates later than twelve months after the reporting date which are classified as non-current.

(b) Available-for-sale financial assets

Available-for-sale category comprises investment in equity, club membership and debt securities instruments that are not held for trading. Available-for-sale financial assets that do not have a quoted market price in an active market and whose fair value can not reliably measured are stated at cost. Other financial assets are subsequently measured at their fair values with the gain or loss recognised in other comprehensive income, except for when the recognition of the fair value is insignificant.

Available-for-sale financial assets are classified as non-current assets unless they are expected to be realised within twelve months after the reporting date.

A financial asset is derecognised when the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss.

Regular way purchases or sales are purchases or sales of financial assets that require the delivery of assets within the period generally established by regulation or convention in the marketplace concerned. All regular way purchases and sales of financial assets are recognised or derecognised on the trade date i.e. the date that the Group and the Company commit to purchase or sell the asset.

(ii) A financial liability is any liability that is a contractual obligation to deliver cash or another financial asset to another enterprise, or to exchange financial instruments with another enterprise under conditions that are potentially unfavourable.

All financial liabilities are subsequently measured at amortised cost other than those categorised as fair value through profit or loss. Fair value through profit or loss category comprises financial liabilities that are held for trading including derivatives (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument) or are specifically designated as such upon initial recognition. Financial liabilities categorised as fair value through profit or loss are subsequently measured at their fair value with the gain or loss recognised in profit or loss.

A financial liability is derecognised when the obligation under the liability is extinguished. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss.

NOTES TO THE FINANCIAL STATEMENTS

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56 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

3 SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(J) Impairment

(i) Financial assets

All financial assets (except for financial assets categorised as fair value through profit or loss, investment in subsidiary and investment in associate) are assessed at each reporting date whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash flows of the assets. Losses expected as a result of future events, no matter how likely, are not recognised. For an equity instrument, a significant decline in the fair value below its cost is an objective evidence of impairment.

An impairment loss in respect of loans and receivables is recognised in profit or loss and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account.

An impairment loss in respect of available-for-sale financial assets is recognised in profit or loss and measured as the difference between the asset’s acquisition cost (net of any principal repayment and amortisation), less any impairment loss previously recognised and the asset’s current fair value. Where a decline in the fair value of an available-for-sale financial asset has been recognised in the other comprehensive income, the cumulative loss in other comprehensive income is classified from equity and recognised to profit or loss.

An impairment loss 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 asset’s carrying amount and the present value of estimated future cash flows discounted at the current rate of return for similar financial asset. Impairment loss recognised in profit or loss for an investment in an equity instrument is not reversed through profit or loss.

If in a subsequent period, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit orloss, the impairment loss is reversed, to the extent that the asset’s carrying amount does not exceed what the carrying amount would have been had the impairment not been recognised at the date the impairment is reversed. The amount of the reversal is recognised in profit or loss.

(ii) Non-financial assets

The carrying values of non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated to determine the amount of impairment loss.

An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost to sell and value-in-use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there is separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

An impairment loss is recognised in profit or loss immediately, unless the asset is carried at revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of previously recognised revaluation surplus for the same asset.

NOTES TO THE FINANCIAL STATEMENTS

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57VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

3 SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(J) Impairment (cont’d)

(ii) Non-financial assets (cont’d)

Any subsequent increase in the recoverable amount of an asset is treated as reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in profit or loss immediately, unless the asset is carried at revalued amount. A reversal of an impairment loss on a revalued asset is credited directly to revaluation surplus. However, to the extent that an impairment loss on the same revalued asset was previously recognised as an expense in profit or loss, a reversal of that impairment loss is recognised as income in profit or loss.

(K) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average method and includes the actual cost of purchase and incidentals in bringing the inventories to their present location and condition.

Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and applicable variable selling expenses.

(L) Finance leases

Leases of property, plant & equipment where the Group assumes substantially all the benefits and risks of ownership are classified as finance leases.

Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased asset and the present value of the minimum lease payments. Lease payments are treated as consisting of a capital element and finance cost, the capital element reducing the obligation to the lessor and finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Leased assets are depreciated over the estimated useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by end of the lease term, the asset is depreciated over the shorter of the estimated useful life and the lease term.

Leasehold land which in substance is a finance lease is classified as property, plant and equipment.

(M) Operating lease

Leases, where the Group does not assume substantially all the risks and rewards of ownership are classified as operating lease. Payments made under operating leases are charged to profit or loss on the straight line basis over the lease period.

(N) Interest-bearing borrowings

Interest-bearing bank loans and overdrafts are recorded at the amount of proceeds received. Subsequently, borrowings are stated at amortised cost using the effective yield method. Borrowing costs are recognised in the profit or loss in the period in which they are incurred.

NOTES TO THE FINANCIAL STATEMENTS

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58 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

3 SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(O) Income tax

Income tax on profit or loss for the financial year comprises current and deferred tax. Current tax is the expected amount of income taxes payable in respect of the taxable profit for the financial year and is measured using the tax rates that have been enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of prior years.

Deferred tax is recognised in full, using the liability method, on temporary differences arising between the amounts attributable to assets and liabilities for tax purposes and their carrying amounts in the financial statements. However, deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.

Deferred tax assets are recognised only to the extent that it is probable that taxable profit will be available against which the temporary differences can be utilised.

Deferred tax is determined using tax rates (and tax laws) that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

(P) Employee benefits

(i) Short term employee benefits

Wages, salaries, social security contributions, paid annual leave, paid sick leave, bonuses and non-monetary benefits are recognised as an expense in the year when employees have rendered their services to the Group.

Short term accumulating compensated absences such as paid annual leave are recognised as expenses 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.

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.

(ii) Post-employment benefits

Defined contribution plan

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity (a fund) and will have no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits relating to employee service in the current and prior periods.

As required by law, companies in Malaysia make contributions to the state pension scheme, the Employees Provident Fund (“EPF”). Such contributions are recognised in profit or loss as incurred. Once the contributions have been paid, the Group has no further payment obligations.

NOTES TO THE FINANCIAL STATEMENTS

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59VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

3 SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(Q) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The specific recognition criteria for revenue are as follows :-

(i) Sale of goods

Revenue from the sale of goods is measured at fair value of the consideration received or receivable, net of returns, trade discounts and commission. Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyers, the associated costs and the amount of revenue can be measured reliably.

Sale of goods that result in award credits for customers are accounted for as multiple element revenue transactions and the fair value of the consideration received or receivable is allocated between the goods supplied and the award credits granted. The consideration allocated to the award credits is not recognised as revenue at the time of the initial sale transaction but is deferred and recognised as revenue when the award credits are redeemed or lapsed and the Group’s obligations have been fulfilled.

(ii) Sale of food and beverages

Revenue is measured at fair value of the consideration received or receivable, net of returns, trade discounts and commission, service tax and service charge. Revenue represents retail sales at the Group’s cafe outlets and is recognised at the point of sales.

Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyers, the associated costs and the amount of revenue can be measured reliably.

(iii) Construction contract

Where the outcome of a construction contract can be reliably estimated, contract revenue and contract costs are recognised as revenue and expenses, respectively by using stage of completion method. The stage of completion is measured by reference to the proportion of contract cost incurred for work performed to date to the estimated total contract costs.

Where the outcome of a construction contract cannot be reliably estimated, contract revenue is recognised to the extent of contract costs incurred that is probable will be recoverable. Contract costs are recognised as expenses in the period in which they are incured.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

Contract revenue comprises the initial amount of revenue agreed in the contract and variations in contract work, claims and incentive payments to the extent that it is probable that they will result in revenue and they are capable of being reliably measured.

When the total of costs incurred on construction contracts plus, recognised profits (net of recognised losses), exceeds progress billings, the balance is classified as amount due from customers on contracts. When progress billings exceed costs incurred plus, recognised profits (net of recognised losses), the balance is classified as amount due to customers on contracts.

NOTES TO THE FINANCIAL STATEMENTS

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60 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

3 SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(Q) Revenue recognition (cont’d)

(iv) Rental income, royalty income and concessionaire fee received & receivable

Revenue is recognised on accrual basis in accordance with the substance of the relevant agreements.

(v) Commission

Revenue is recognised on received and receivable basis unless collectibility is in doubt.

(vi) Dividend income

Revenue is recognised when the shareholders’ right to receive the payment is established.

(vii) Interest income

Revenue is recognised as the interest income accrues, taking into account the effective yield on the asset.

(R) Foreign currency

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains or losses resulting from the settlement of such transactions and from the retranslation at exchange rates at the reporting date of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Non-monetary assets and liabilities denominated in foreign currencies are not retranslated at the end of the reporting date except for those that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined.

(S) Cash and cash equivalents

Cash and cash equivalents consist of cash in hand, bank balances and overdrafts and highly liquid investments which have an insignificant risk of changes in value. For the purpose of the Statements of Cash Flows, cash and cash equivalents are presented net of bank overdrafts.

Cash and cash equivalents (other than bank overdrafts) are categorised and measured as loans and receivables in accordance with policy in Note 3(I) to the Financial Statements.

NOTES TO THE FINANCIAL STATEMENTS

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61VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

4 REVENUE

Group Company

2016RM

2015RM

2016RM

2015RM

Sale of goods 163,826,292 154,874,915 - -

Sale of food & beverages 463,958 1,367,661 - -

Rental income 242,697 359,008 - -

Royalty 93,000 303,656 - -

Concessionaire fee 1,964,879 2,728,747 - -

Commission 2,087,735 1,260,299 - -

Dividend income 233 231 - -

Interest income 1,123 - - -

Construction income 172,468 - - -

168,852,385 160,894,517 - -

5 COST OF SALES

Group

2016RM

2015RM

Cost of inventories 92,912,337 84,973,730

Packaging & consumable materials 186,000 192,733

Inventories written down 177,158 -

Inventories written off 2,471,702 304,470

Royalties 1,183,070 1,555,853

Construction cost 137,961 -

97,068,228 87,026,786

6 FINANCE COSTS

Group

2016RM

2015RM

Bank overdrafts interest 28,050 302,407Bankers’ acceptance/Trust receipts/Letter of credit interest 806,531 1,152,884Finance lease interest 12,281 18,267Term loans interest 103,102 191,311

949,964 1,664,869

NOTES TO THE FINANCIAL STATEMENTS

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62 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

7 PROFIT/(LOSS) BEFORE TAX

Group Company

2016RM

2015RM

2016RM

2015 RM

Profit/(Loss) before tax is stated after charging:-

Selling & distribution costs:

Allowance for impairment on receivables 1,700 - - -Bad debts written off 40,732 - - -Business operators’ commission 783,057 1,744,640 - -Depreciation 4,543,603 6,217,370 - -Hostel rental 107,476 139,325 - -Property, plant & equipment written off 445,313 358,486 - -Rental of counters 15,368,966 16,917,161 - -Rental of equipment 170,236 279,247 - -Staff costs (including key

management personnel)- salaries, commission, bonus,

allowances & others 24,273,863 25,713,852 - -- defined contribution plan expense 2,444,157 2,541,261 - -

Administration expenses:

Auditors’ remuneration

- current 110,100 95,600 21,000 21,000- prior years 14,100 - - -

Amortisation 74,624 74,624 - -Allowance for impairment on receivables - 157,835 - -Depreciation 877,321 1,179,734 - -Directors’ fees 171,083 198,000 145,083 162,000Loss on foreign exchange

- realised (4,396) 159,679 - -- unrealised - - - -

Property, plant & equipment written off 16,667 2,894 - -Rental of premises 1,799,485 1,681,800 1,885 1,800Rental of equipment - 85 - 85Staff costs (including key

management personnel)- salaries, commission, bonus,

allowances & others 4,626,874 4,613,409 112,082 39,250- defined contribution plan expense 502,327 519,558 3,750 -

NOTES TO THE FINANCIAL STATEMENTS

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63VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

7 PROFIT/(LOSS) BEFORE TAX (cont’d)

Group Company2016

RM2015

RM2016

RM2015

RMAnd crediting:-

Bad debts recovered - - - -Gain on disposal of property,

plant & equipment and investment property (70,666) (1,125,210) - -

Gain on goods claimed (11,618) (11,115) - -

Gain on foreign exchange

- realised - - - -- unrealised (245) (1,014) - -

Reversal of allowance for doubtful debts (156,985) - - -

Remuneration of key management personnel of the Group and of the Company are as follows:-

Group Company2016

RM2015

RM2016

RM2015

RM

Directors:Short term employee benefits

- fees 171,083 198,000 145,083 162,000- salaries, allowances & other

remuneration 1,029,214 1,103,765 54,000 39,250

Post employee benefits

- defined contribution plan 99,970 110,908 - -

1,300,267 1,412,673 199,083 201,250

Other key management personnel:Short term employee benefits

- fees - - - -- salaries, allowances & other

remuneration 1,305,000 1,438,844 50,069 -

Post employee benefits

- defined contribution plan 171,214 173,017 3,750 -

1,476,214 1,611,861 53,819 -

2,776,481 3,024,534 252,902 201,250

NOTES TO THE FINANCIAL STATEMENTS

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64 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

7 PROFIT/(LOSS) BEFORE TAX (cont’d)

The details of the nature and amount of remuneration received and receivable by the Directors from the Group for the financial year ended 31 December 2016 are as follows:-

Fee RM

Salaries,allowances

& other remunerations

RM

Defined contribution

planRM

TotalRM

2016

Executive Directors 26,000 971,214 99,970 1,097,184Non-executive Directors 145,083 58,000 - 203,083

171,083 1,029,214 99,970 1,300,267

2015Executive Directors 36,000 1,064,515 110,908 1,211,423Non-executive Directors 162,000 39,250 - 201,250

198,000 1,103,765 110,908 1,412,673

The number of Directors of the Company and their remunerations from the Group categorised within the respective band for the financial year ended 31 December 2016 are as follows:-

2016No. of Directors

2015No. of Directors

Range of remuneration ExecutiveNon-

Executive ExecutiveNon-

Executive

Below RM50,000 - 4 - 4RM50,001 - RM100,000 - 1 - 1RM100,001 - RM150,000 1 - 1 -RM200,001 - RM250,000 - - - -RM250,001 - RM300,000 - - - -RM300,001 - RM350,000 1 - 1 -RM550,001 - RM600,000 1 - 1 -

8 INCOME TAX EXPENSE

Group Company2016

RM2015

RM2016

RM2015

RM

Malaysian income tax based on results for the year 743,200 597,699 - -

Under/(Over) provision in prior years 31,880 (5,927) - -Deferred tax (Note 22) (411,000) (304,657) - -Real property gain tax 53,139 59,820 - -

417,219 346,935 - -

NOTES TO THE FINANCIAL STATEMENTS

Page 67: ANNUAL VOIR HOLDINGS BERHAD - ChartNexusir.chartnexus.com › voir › doc › ar › ar2016.pdf · OIR HOLDINGS BERHAD (765218V) // annuaL report 2016 1 Board of directors dato’

65VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

8 INCOME TAX EXPENSE (cont’d)

A reconciliation of income tax expense applicable to profit/(loss) before tax at the statutory income tax rate to income tax expense at the effective income tax rate of the Group and of the Company is as follows :-

Group Company2016

RM2015

RM2016

RM2015

RM

Profit/(Loss) before tax 1,036,489 (3,926,267) (657,804) (459,152)

Tax calculated at 24% (2015 : 25%) 248,757 (981,567) (157,873) (114,788)

Non-deductible expenses 243,166 957,846 157,873 114,788

Non taxable income (56,388) (283,084) - -

Under/(Over) provision in prior years 31,880 (5,927) - -

Tax effects of unrecognisedtax assets (103,335) 599,847 - -

Real property gain tax 53,139 59,820 - -

417,219 346,935 - -

Subject to agreement with the Inland Revenue Board, the Company has exempt income of RM2,047,000 (2015: RM2,142,000) pursuant to Section 12 of the Income Tax (Amendment) Act 1999, from which tax exempt dividends can be declared.

9 EARNINGS / (LOSS) PER SHARE (EPS / LPS)

Group2016

RM2015

RM

Basic EPS / (LPS)

Profit/(Loss) attributable to owners of the Company (RM) 674,668 (4,205,250)

Weighted average number of ordinary shares in issue 132,000,000 132,000,000

Basic EPS / (LPS) (sen) 0.51 (3.19)

Basic EPS / (LPS) of the Group is calculated by dividing the profit / (loss) attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the financial year.

Diluted loss per ordinary share is not applicable for the financial year as the unexercised warrants issued during the current year were anti-dilutive in nature, this is due to the average market share price of the Company is below the exercise price of the warrants.

NOTES TO THE FINANCIAL STATEMENTS

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66 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 201610

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781,

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1,43

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42,

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290

1,29

9,19

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Bo

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62,

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6,12

8,57

354

3,73

870

5,08

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7,05

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2,98

3-

10,9

55,2

53

NOTES TO THE FINANCIAL STATEMENTS

Page 69: ANNUAL VOIR HOLDINGS BERHAD - ChartNexusir.chartnexus.com › voir › doc › ar › ar2016.pdf · OIR HOLDINGS BERHAD (765218V) // annuaL report 2016 1 Board of directors dato’

67VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

NOTES TO THE FINANCIAL STATEMENTS

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68 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 201610

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821,

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NOTES TO THE FINANCIAL STATEMENTS

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69VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

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7,28

718

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588

6,04

022

9,67

226

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844,

579

97,6

712,

084,

749

NOTES TO THE FINANCIAL STATEMENTS

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70 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

10 PROPERTY, PLANT & EQUIPMENT (cont’d)

(a) Property, plant & equipment under finance lease

The net book value of the property, plant & equipment acquired under finance lease arrangements are as follows :-

Group2016

RM2015

RM

Motor vehicles 705,080 579,280

(b) Security

The net book value of the property, plant & equipment that have been charged to financial institutions for facilities granted to the Group are as follows :-

Group2016

RM2015

RM

Freehold buildings 865,695 886,040

Leasehold land & buildings 1,172,125 1,198,709

2,037,820 2,084,749

11. INVESTMENT PROPERTIES

Group2016

RM2015

RM

Carrying amount:

At 1 January 2,447,148 3,321,319

Depreciation charge (60,354) (73,423)

Disposal - (800,748)

At 31 December 2,386,794 2,447,148

Net Book Value:

Cost 3,271,575 3,271,575

Accumulated depreciation (884,781) (824,427)

At 31 December 2,386,794 2,447,148

Estimated fair value 3,500,000 3,330,000

Investment properties comprise a number of commercial lots that are leased to third parties. The fair values of all investment properties are determined using the comparison method based on the latest valuations performed by an accredited independent firm of professional valuers except for a vacant commercial lot with carrying amount of RM187,531 (2015: RM191,835) where the fair value can not be estimated due to lack of information on the market price for a similar property.

NOTES TO THE FINANCIAL STATEMENTS

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71VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

NOTES TO THE FINANCIAL STATEMENTS

11 INVESTMENT PROPERTIES (cont’d)

The following are recognised in profit or loss in respect of investment properties:

Group2016

RM2015

RM

Rental income 242,697 359,008Direct operating expenses:

Income generating investment properties 31,674 49,087

Non-income generating investment property 33,643 16,095

All investment properties of the Group have been charged to secure banking facilities granted to the Group.

Fair value of investment properties are categorised as follows:

2016Level 1 Level 2 Level 3 Total

GroupFreehold land & buildings - - 450,000 450,000

Leasehold land & buildings - 1,500,000 1,550,000 3,050,000

- 1,500,000 2,000,000 3,500,000

The fair value of an asset to be transferred between levels is determined as of the date of the event or change in circumstances that caused the transfer.

Level 1Fair value is derived from quoted price (unadjusted) in active markets for identical investment properties that the entity can access at the measurement date.

Level 2Fair value is estimated using inputs other than quoted prices included within Level 1 that are observable for the investment property, either directly or indirectly.

Level 2 fair values of land & buildings have been generally derived using the sales comparison approach. Sales price of comparable properties in close proximity are adjusted for differences in key attributes such as property size. The most significant input into this valuation approach is price per square foot of comparable properties.

Level 3Fair value is estimated using unobservable inputs for the investment property. The fair value is derived based on Directors’ estimation who obtained the latest available market condition and market trends relating to the investment properties through enquiries with a property valuer.

There was transfer between Level 2 to Level 3 fair value during the financial year. The fair value of the properties is classified as Level 3 where there have been no recent transactions of similar properties at or near reporting date.

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72 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

12 SUBSIDIARIES

(a) Investment in a subsidiary

Company

2016RM

2015RM

Unquoted shares, at cost 37,137,602 37,137,602

Equity capital contribution 35,375,080 35,997,950

72,512,682 73,135,552

(b) Details of the subsidiaries are as follows :-

Name of company

Country of incorporation and operation Principal activities

Proportion of ownership interest and voting power

2016%

2015%

Subsidiary of the Company:-

Kumpulan Voir Sdn. Bhd. (“KVSB”)

Malaysia Property, investment holdings, designing, branding & retailing of fashionable ladies’ apparels, footwear & accessories

100 100

System Boundary Sdn. Bhd.

Malaysia Inactive 100 100

Million Twilight Sdn. Bhd.

Malaysia Contstruction 100 100

Subsidiaries of KVSB:-

Applemints Apparels Sdn. Bhd.

Malaysia Designing, branding & retailing of fashionable ladies’, men’s & children’s apparels & accessories

100 100

Graceful Hall Sdn. Bhd.

Malaysia Food & beverage and operate as an event 100 100

Covo Cosmetics Sdn. Bhd.

Malaysia Branding and retailing of beauty and wellness products

100 100

Green Point Sdn. Bhd.

Malaysia Inactive 100 100

Strong Reach Sdn. Bhd.

Malaysia Dormant 70 70

Triple A Sports Sdn. Bhd.

Malaysia Wholeselling of casual wear, sportswear, footwear & accessories

50.1 50.1

All subsidiary undertakings are included in the consolidation. The proportion of the voting rights in the subsidiary undertakings held by the parent company do not differ from the proportion of ordinary shares held.

There were no changes during the year in the Group’s ownership interest in its subsidiaries.

(c) Details of non-wholly owned subsidiaries that have material non-controlling interests

No detail of the subsidiaries with non-controlling interests is disclosed as it is immaterial to the Group.

(d) Amount due from/to subsidiaries

The amount due from/to subsidiaries are unsecured, interest free and repayable on demand.

NOTES TO THE FINANCIAL STATEMENTS

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NOTES TO THE FINANCIAL STATEMENTS

13 OTHER INVESTMENTS

Group

2016RM

2015RM

Non-current

Available-for-sale financial assets:

Quoted shares in Malaysia 2,484 2,484

Club membership 15,000 15,000

At cost 17,484 17,484

It was not practicable within the constraint of timeliness and cost to estimate the fair value of other investment reliably.

14 INTANGIBLE ASSETS

Group2016

RM2015

RM

Cost - TrademarkAt beginning/end of the year 747,241 747,241

Accumulated amortisationAt 1 January 262,185 187,561

Amortisation charge 74,624 74,624

At 31 December 336,809 262,185

Net carrying amount 410,432 485,056

Cost - Goodwill

At 1 January/31 December 20,288 20,288

Total 430,720 505,344

Trademarks and goodwill of the Group are tested for impairment annually and whenever indication of impairment exists. No impairment indicators existed during the year and hence there was no impairment charge.

Trademarks and goodwill are allocated to the cash-generating units (“CGU”). The recoverable amount of a CGU was determined based on value-in-use calculations. Cash flow projections used in these calculations were based on the yearly financial budgets approved by the management.

Key assumptions used for value-in-use calculations:

Growth rateThe weighted average growth rates used were consistent with the management’s forecast in comparison with the apparel retailing industry.

Budgeted gross marginManagement determines budgeted gross margin based on past performance on its internal resources efficiency improvements and its expectations of the market development.

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14 INTANGIBLE ASSETS (cont’d)

Discount rateThe discount rate used was pre-tax and reflected specific risks of the Group.

Sensitivity to changes in assumptionsWith regard to the assessment of value-in-use of the CGUs, the management believes that reasonably possible change in any of the above key assumptions would not cause the recoverable amounts of the units to fall significantly below their carrying values.

15 INVENTORIES

Group2016

RM2015

RM

Finished goods 78,828,239 76,682,766

Raw & semi-processed foods and beverages - 12,993

78,828,239 76,695,759

Included in inventories of the Group is amount of RM13,477,692 (2015: RM13,570,350), stated at net realisable value.

16. TRADE AND OTHER RECEIVABLES

Trade

Group2016

RM2015

RM

Trade receivables (a) 21,463,569 22,486,913

Less: Allowance for impairment (i) (2,550) (252,878)

21,461,019 22,234,035(a) Trade receivables

Not past due and not impaired 16,383,677 14,986,778

Past due but not impaired:

1 to 30 days 4,960,389 3,583,102

31 to 60 days 35,623 94,082

61 to 90 days 13,896 54,485

More than 90 days 67,434 3,515,588

Impaired 2,550 252,878

21,463,569 22,486,913

(i) Movement in allowance accounts:At beginning of the year 252,878 95,043

Additions 1,700 157,835

Write-off (95,043) -

Reversal (156,985) -

At end of the year 2,550 252,878

NOTES TO THE FINANCIAL STATEMENTS

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16. TRADE AND OTHER RECEIVABLES (cont’d)

The normal credit terms of trade receivables granted by the Group range from 30 days to 180 days (2015: 30 days to 180 days). They are recognised at their original invoiced amounts which represent their fair values on initial recognition.

The Group is exposed to a significant concentration of credit risk from 2 (2015: 2) trade receivables which represented approximately 55.2% (2015: 51.9%)of the carrying amount of the Group’s trade receivables(net) at the reporting date.

At the reporting date, the management is confident that trade receivables that are past due but not impaired are creditworthy receivables and active accounts.

Non-Trade

Group Company

2016RM

2015RM

2016RM

2015RM

Other receivables:Acquisition of properties 256,800 256,800 - -

Advances - purchases 3,000,294 1,477,690 - -

Compensation - landlord 188,889 613,836 - -

Proceeds from disposal 11,700 1,922,700 - -

Tenants 26,425 101,707 - -

Other receivables 501,903 79,849 16,970 16,897

Government taxes 209,480 - - -

4,195,491 4,452,582 16,970 16,897

Less: Allowance for impairment (i) (256,800) (256,800) - -

3,938,691 4,195,782 16,970 16,897

Prepayments:Prepaid bankers’ acceptance

interests 195,100 235,877 - -

Prepaid insurance 16,914 25,407 - -

Prepaid fair expenses - 16,964 - -

Other prepaid expenses 103,582 73,464 - -

315,596 351,712 - -Deposits:

Tenancy & utility deposits 10,075,621 7,459,395 - -

Sundry deposits 36,780 44,645 - -

10,112,401 7,504,040 - -

Total 14,366,688 12,051,534 16,970 16,897

NOTES TO THE FINANCIAL STATEMENTS

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16. TRADE AND OTHER RECEIVABLES (cont’d)

Group2016

RM2015

RM

(i) Movement in allowance accounts:At beginning of the year 256,800 299,040

Write-off - (42,240)

At end of the year 256,800 256,800

16a. AMOUNT DUE FROM A CONTRACT CUSTOMER

Group Company2016

RM2015

RM2016

RM2015

RM

Cost incurred to date 137,961 - - -Add:

Attributable profit 34,507 - - -Work in progress 172,468 - - -Less:

Progress billings - - - -

Amount due from a contract customer 172,468 - - -

17. HOLDING COMPANY

Vista Lestari Development Sdn Bhd had on 29 March 2016, entered into a conditional sale and purchase agreement (“SPA”) with Marvellous Future Sdn Bhd to acquire 66,933,056 ordinary shares and 33,466,533 warrants held in the Company (“Proposed Acquisition”).

Upon fulfilment of the conditions precedents under the SPA and completion of the Proposed Acquisition on 4 May 2016, Marvellous Future Sdn Bhd ceases to be the holding company of the Group and consequently, the Directors regard Vista Lestari Development Sdn Bhd, a company incorporated in Malaysia as the Company’s holding company.

18 SHARE CAPITAL

Group/Company

2016RM

2015RM

Authorised:-

200,000,000 ordinary shares of RM0.50 each 100,000,000 100,000,000

Issued and fully paid:-

132,000,000 (2015: 120,000,000) ordinary shares of RM0.50 each 66,000,000 60,000,000

Issuance of 12,000,000 new ordinary shares of RM0.50 each during the year - 6,000,000

132,000,000 ordinary shares of RM0.50 each 66,000,000 66,000,000

(a) The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary share carry one vote per share without restrictions and rank equally with regard to the Company’s residual assets.

NOTES TO THE FINANCIAL STATEMENTS

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18 SHARE CAPITAL (cont’d)

(b) Warrant 2014/2024

The warrants issued are constituted by a Deed Poll dated 11 March 2014.

Each warrant entitles the registered holder to subscribe for one (1) new ordinary share in the Company at the time from 1 April 2014 up to the date of expiry on 31 March 2024, at an exercise price of RM0.50 or such adjusted price in accordance with the provisions in the Deed Poll dated 11 March 2014. Any warrant not exercised during the exercise period will thereafter lapse and cease to be valid. The warrants are listed on the Main Market of Bursa Malaysia Securities Berhad with effect from 4 April 2014.

The ordinary share issued from the exercise of the warrants shall rank pari passu in all respects with the existing issued ordinary shares of the Company except that the new share shall not be entitled to any dividends, rights, allotments and/or other forms of distribution that may be declared, made or paid for which the entitlement date precedes the date of allotment and issuance of such new shares.

As at 31 December 2016, the total number of warrants that remain unexercised were 60,000,000 units (2015: 60,000,000 units).

19 SHARE PREMIUM

Group/Company2016

RM2015

RM

At beginning/end of the year 101,898 101,898

20 BORROWINGS

Group2016

RM2015

RM

Term loans 959,388 1,868,126

Bills payable 15,781,516 22,160,893

Bank overdrafts 710,657 101,768

Finance lease liabilities (Note 21) 364,969 319,255

17,816,530 24,450,042

Represented by:-Current 16,995,604 23,261,849

Non-current 820,926 1,188,193

17,816,530 24,450,042

NOTES TO THE FINANCIAL STATEMENTS

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20 BORROWINGS (cont’d)

The borrowings of the Group are repayable as follows:-

Group2016

Term LoansRM

Bills PayableRM

Bank Overdrafts

RM

Finance Lease

LiabilitiesRM

Not later than 1 year 343,933 15,781,516 710,657 159,498

Later than 1 year and not later than 2 years 234,739 - - 142,193

Later than 2 years and not later than 5 years 380,716 - - 63,278

Later than 5 years - - - -

959,388 15,781,516 710,657 364,969

Group2015

Term LoansRM

Bills PayableRM

Bank Overdrafts

RM

Finance Lease

LiabilitiesRM

Not later than 1 year 876,902 22,160,893 101,768 122,286

Later than 1 year and not later than 2 years 366,293 - - 106,226

Later than 2 years and not later than 5 years 589,930 - - 90,743

Later than 5 years 35,001 - - -

1,868,126 22,160,893 101,768 319,255

The effective interest rates of the borrowings of the Group as at the reporting date were as follows:-

Group

2016%

2015%

Term loans 4.6 - 8.0 4.6 - 8.0

Bills payable 3.5 - 5.7 3.5 - 5.7

Bank overdrafts 6.8 - 8.3 6.8 - 8.3

Finance lease liabilities 4.4 - 6.3 4.4 - 6.3

The borrowings of the Group are secured as follows :-

(a) legal charges over certain freehold land & buildings and leasehold land & buildings of the subsidiaries;(b) corporate guarantee from a subsidiary; and(c) corporate guarantee from the Company.

NOTES TO THE FINANCIAL STATEMENTS

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21. FINANCE LEASE LIABILITIES

Group

2016RM

2015RM

Minimum lease payments:-Repayable not later than 1 year 173,446 134,408

Repayable later than 1 year and not later than 2 years 149,082 112,834

Repayable later than 2 years and not later than 5 years 65,161 93,045

387,689 340,287

Less: Finance charges (22,720) (21,032)

Present value of minimum lease payments 364,969 319,255

22. DEFERRED TAX

Group

2016RM

2015RM

Deferred tax liabilities:At beginning of the year - 114,657

Transferred to profit or loss - (114,657)

At end of the year - -

The deferred tax liabilities charged to profit or loss were in respect of capital allowances in excess of depreciation charges.

Group

2016RM

2015RM

Deferred tax assets:At beginning of the year (190,000) -

Transferred to profit or loss (411,000) (190,000)

At end of the year (601,000) (190,000)

The deferred tax assets recognised in profit or loss were in respect of depreciation charges in excess of capital allowances.

Group

2016RM

2015RM

Deferred tax charged/(credited) to profit or loss:Deferred tax liabilities - (114,657)

Deferred tax assets (411,000) (190,000)

Total (Note 8) (411,000) (304,657)

NOTES TO THE FINANCIAL STATEMENTS

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22 DEFERRED TAX (cont’d)

Deferred tax assets have not been recognised in respect of the following items :-

Group

2016RM’000

2015RM’000

Qualifying property, plant and equipment - 1,484,000Unabsorbed tax losses 4,075,000 4,391,000

Unutilised capital allowances 4,453,000 4,558,000

8,528,000 10,433,000

Potential tax benefits calculated at tax rate of 24% (2015 - 24%) 2,046,720 2,503,920

The unabsorbed tax losses and unutilised capital allowances are subject to agreement with the Inland Revenue Board.

23 TRADE AND OTHER PAYABLES

Trade

Group

2016RM

2015RM

Trade payables 19,608,000 12,402,444

The normal credit terms of trade payables granted to the Group range from 30 days to 180 days (2015: 30 days to 180 days).

The currency exposure of the Group’s trade payables based on carrying amount as at the end of the reporting period was:

Currency denominated in

Trade payables (in RM) Euro USD RM Total

2016 - 310,205 19,297,795 19,608,000

2015 - 630,186 11,772,258 12,402,444

NOTES TO THE FINANCIAL STATEMENTS

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23 TRADE AND OTHER PAYABLES (cont’d)

Non-Trade

Group Company

2016RM

2015RM

2016RM

2015RM

Other payables, deposits & accruals:

Landlords 137,135 382,207 - -

Collections in advance - 301,083 - -

Advances - 1,150,000 - -

Other payables 1,758,975 1,411,287 47,117 19,128

Rental & utility deposits 442,714 705,329 - -

Staff deposits 294,165 273,935 - -

Other deposits - 35,500 - -

Staff payroll 2,712,168 2,083,344 - -

Employees Provident Fund 426,975 464,341 - -

Government taxes 24,338 377,532 - -

Other accruals 1,093,420 680,774 40,900 39,100

6,889,890 7,865,332 88,017 58,228

Amount due to a related party - - 13,343 13,614

6,889,890 7,865,332 101,360 71,842

24. RELATED PARTY TRANSACTIONS & BALANCES

For the purposes of these financial statements, parties are considered to be related to the Group or the Company if the Group or the Company 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 or the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

Key management personnel are defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group either directly or indirectly. The key management personnel include all the Directors of the Group, and certain members of senior management of the Group.

NOTES TO THE FINANCIAL STATEMENTS

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24 RELATED PARTY TRANSACTIONS & BALANCES (cont’d)

(a) Related party transactions

In addition to related party disclosures mentioned elsewhere in the financial statements, set out below are other related party transactions.

Group Company

Entity RelationshipType of transactions

2016RM

2015RM

2016RM

2015RM

Graceful Hall Sdn. Bhd.

Indirect subsidiary of the Company

Staff welfare - - 3,751 5,453

Ivory Ascent Sdn. Bhd.

A company in which certain Directors have financial interests

Supply of counter equipment, furniture & fittings, and maintenance of counters

4,551,272 2,806,993 - -

Rental of premises 1,797,600 1,680,000 - -

Rental of equipments

- 20,850 - -

Commission income

- (2) - -

Supply of men, women and kids apparels

523,016 - - -

Advertisement - others

7,050 - - -

(b) Key management personnel compensation

The key management personnel compensation during the financial year of the Group and of the Company are as stated in Note 7 to the Financial Statements.

The Directors of the Company are of the opinion that the above transactions were carried out in the normal course of business and have been established on terms and conditions negotiated and agreed by the related parties.

NOTES TO THE FINANCIAL STATEMENTS

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25 COMMITMENTS

Group

2016RM

2015RM

Non-cancellable operating lease commitments

Future minimum rentals payable:

Not later than 1 year 12,254,862 12,884,168

Later than 1 year and not later than 5 years 10,743,570 6,958,108

22,998,432 19,842,276

Non-cancellable operating lease of the Group is in respect of the rental of premises. These leases have non-cancellable lease terms ranging from 2 to 3 years and there are no restrictions placed upon the Group by entering into these lease agreements.

26. SEGMENTAL INFORMATION

The Group has three reportable segments, as described below, which represent the Group’s strategic business units. These strategic business units offer differrent products and services, and are managed separately because they require different skills and marketing strategies. For each strategic business units, the Group’s chief operating decision maker reviews internal management reports on at least a quarterly basis. The following summary described the operations in each of the Group’s reportable segments:-

(a) Apparels, footwear & accessories Designing, branding and retailing of fashionable apparels, footwear, sportswear, and accessories, and operation of

concessionaire sales.

(b) Food, beverage & events Operation of cafe, retailing and related services, and operate as an organiser in sales & fair events.

(c) Beauty & wellness Branding and retailing of beauty and wellness products.

(d) Construction Construction and renovation of buildings.

Performance is measured based on segment profit before tax that are reviewed by the Group chief operating decision maker. Segment profit is used to measure performance as this information is the most relevant in evaluating the results of the respective segment, and relative to other entities that operate within the same segments.

NOTES TO THE FINANCIAL STATEMENTS

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26 SEGMENTAL INFORMATION (cont’d)

2016

Apparels, footwear &

accessoriesRM

Food,beverage& events

RM

Beauty &wellness

RMConstruction

RM

Adjustments &

eliminationsRM

Consolidated RM

Revenue

External sales 165,770,469 2,286,975 622,473 172,468 - 168,852,385

Inter-segment 536,121 (131,842) 249,073 - (653,352) -

Total 166,306,590 2,155,133 871,546 172,468 168,852,385

Profit/(loss) before tax 1,172,400 (40,967) (95,736) 2,823 (2,031) 1,036,489

Amortisation 74,624 - - - 74,624

Depreciation 5,333,975 45,533 41,416 - 5,420,924

Inventories written off 2,392,569 - 51,618 - 2,444,187

Inventories written down 116,181 - - - 116,181

Property, plant & equipment written off 381,024 9,224 71,732 - 461,980

Impairment of receivables 1,700 - - - 1,700

Bad debt written off 40,732 - - - 40,732

Interest expenses 890,934 36,103 22,927 - 949,964

Income tax expense 417,548 (329) - - 417,219

Capital expenditure 4,858,342 273 - - 4,858,615

Segment Total Assets 128,648,129 (48,476) 762,185 5,112,664 134,474,502

Segment Liabilities 30,088,794 5,725,225 3,933,763 5,166,977 44,914,759

Included of:

Borrowings 17,406,409 124,075 286,046 - 17,816,530

NOTES TO THE FINANCIAL STATEMENTS

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26 SEGMENTAL INFORMATION (cont’d)

2015

Apparels, footwear &

accessoriesRM

Food,beverage& events

RM

Beauty &wellness

RM

Adjustments & eliminations

RMConsolidated

RM

Revenue

External sales 155,725,015 3,739,381 1,430,121 - 160,894,517

Inter-segment 856,581 (1,160,837) 103,901 200,355 -

Total 156,581,596 2,578,544 1,534,022 160,894,517

Profit/(loss) before tax (2,651,194) 78,270 (1,353,343) (3,926,267)

Amortisation 74,624 - - 74,624

Depreciation 6,800,229 287,974 308,901 7,397,104

Inventories written off 304,470 - - 304,470

Property, plant & equipment written off 119,658 - 241,722 361,380

Interest expenses 1,466,126 86,459 112,284 1,664,869

Income tax expense 591,772 - - 591,772

Capital expenditure 2,634,318 4,924 49,183 2,688,425

Segment Total Assets 130,981,620 1,553,170 1,266,729 133,801,519

Segment Liabilities 39,215,534 4,808,441 837,071 44,861,046

Included of:

Borrowings 23,011,929 821,147 616,966 24,450,042

NOTES TO THE FINANCIAL STATEMENTS

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27 FINANCIAL INSTRUMENTS

(a) Categories of financial instruments

The table below provides an analysis of financial instruments categorised as follows:

NoteLoans and

receivables RM

Available-for-sale

RMTotal

RM

Group - 2016

Financial assets

Non-current

Other investments 13 - 17,484 17,484

Current

Trade receivables 16 21,461,019 - 21,461,019

Other receivables 16 3,938,691 - 3,938,691

Deposits 16 10,112,401 - 10,112,401

Cash & bank balances 5,054,837 - 5,054,837

Total 40,566,948 17,484 40,584,432

Group - 2015

Financial assets

Non-current

Other investments 13 - 17,484 17,484

Current

Trade receivables 16 22,234,035 - 22,234,035

Other receivables 16 4,195,782 - 4,195,782

Deposits 16 7,504,040 - 7,504,040

Cash & bank balances 7,565,897 - 7,565,897

Total 41,499,754 17,484 41,517,238

NOTES TO THE FINANCIAL STATEMENTS

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27 FINANCIAL INSTRUMENTS (cont’d)

(a) Categories of financial instruments (cont’d)

Financial liabilities at amortised cost

GroupNote 2016

RM2015

RM

Financial liabilities

Non-current

Borrowings 20 820,926 1,188,193

Current

Borrowings 20 16,995,604 23,261,849

Trade payables 23 19,608,000 12,402,444

Other payables, deposits & accruals 23 6,889,890 7,865,332

44,314,420 44,717,818

Loans andreceivables

CompanyNote 2016

RM2015

RM

Financial assets

Current

Other receivables 16 16,970 16,897

Cash & bank balances 28,288 33,777

45,258 50,674

Financial liabilities at amortised cost

CompanyNote 2016

RM2015

RM

Financial liabilities

Current

Other payables, deposits & accruals 23 101,360 71,842

101,360 71,842

NOTES TO THE FINANCIAL STATEMENTS

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27 FINANCIAL INSTRUMENTS (cont’d)

(b) Fair value of financial instruments

(i) Financial instruments carried at fair value

The fair value measurement hierarchies used to measure financial instruments carried at fair value in the financial statements are as follows:

a) Level 1: Quoted prices (unadjusted) in active market for identical assets or liabilities.

b) Level 2: 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).

c) Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Group and the Company do not have any financial instruments carried at fair value at 31 December 2016 (2015: Nil).

(ii) Financial instruments not carried at fair value

The carrying amounts of cash and cash equivalents, short term receivables and payables, and short term borrowings approximate their fair values due to the relatively short term nature of these financial instruments.

Fair value of other financial instruments, together with the carrying amounts shown in the Statements of Financial Position are as follows:-

2016 2015

Group

Carrying amount

RMFair value

RM

Carrying amount

RMFair value

RM

Quoted shares 2,484 3,725 2,484 4,391

Term loans 959,388 962,518 1,868,126 1,368,949

Finance lease liabilities 364,969 370,703 319,255 292,476

Investment in equityThe fair value of financial assets that are quoted in an active market are determined by reference to the quoted price at the end of the reporting period.

Non-derivative financial liabilitiesThe fair value is 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 finance leases, the market rate of interest is determined by reference to lease agreement.

NOTES TO THE FINANCIAL STATEMENTS

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89VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

27 FINANCIAL INSTRUMENTS (cont’d)

(b) Fair value of financial instruments (cont’d)

(ii) Financial instruments not carried at fair value (cont’d)

The interest rates used to discount estimated cash flows are as follows:

Group

2016 2015

Term loans 4.6% - 8.0% 4.6% - 8.0%

Finance lease liabilities 4.4% - 6.3% 4.4% - 6.3%

(c) Liquidity risk - Maturity analysis

The table below summarises the maturity profile of the Group’s and the Company’s financial liabilities as at the end of the reporting period based on undiscounted contractual payment. The tables include both interest and principal cash flows:-

Not later than 1 year

RM1-2 years

RM2-5 years

RM

More than 5 years

RM

Group - 2016

Financial liabilities:

Trade and other payables 26,497,890 - - -

Bank borrowings:

Finance lease liabilities 173,446 149,082 65,161 -

Bills payables 15,781,516 - - -

Term loans 412,222 279,027 424,075 -

Bank overdrafts 710,657 - - -

43,575,731 428,109 489,236 -

Group - 2015

Financial liabilities:

Trade and other payables 20,267,776 - - -

Bank borrowings:

Finance lease liabilities 134,408 112,834 93,045 -

Bills payables 22,160,893 - - -

Term loans 1,010,773 436,973 678,758 37,801

Bank overdrafts 101,768 - - -

43,675,618 549,807 771,803 37,801

NOTES TO THE FINANCIAL STATEMENTS

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27 FINANCIAL INSTRUMENTS (cont’d)

(c) Liquidity risk - Maturity analysis (cont’d)

Not later than 1 year

RM1-2 years

RM2-5 years

RM

More than 5 years

RM

Company - 2016

Financial liabilities:

Other payables 101,360 - - -

101,360 - - -

Company - 2015

Financial liabilities:

Other payables 71,842 - - -

71,842 - - -

28 CAPITAL MANAGEMENT

The objective of the Group’s capital management is to maintain a strong capital base and healthy capital ratios in order to support its business and to sustain future development of the business. The Directors monitor and determine to maintain an optimal debt to equity ratio that complies with debt covenants and regulatory requirements.

There are no changes to the Group’s policies and strategies during the financial year. The debt to equity ratios are as follows:-

Group2016

RM2015

RM

Total borrowings (Note 20) 17,816,530 24,450,042

Less: Cash and bank balances (5,054,837) (7,565,897)

Net debts 12,761,693 16,884,145

Total equity 89,559,743 88,940,473

Debt to equity ratio 0.14 0.19

Under the requirement of Bursa Malaysia Practice Note No. 17/2005, the Company isrequired to maintain a consolidated shareholders’ equity at least more than the 25 percent of the issued and paid-up capital (excluding treasury shares) and such shareholders’ equity is not less than RM40 million. The Company has complied with this requirement.

NOTES TO THE FINANCIAL STATEMENTS

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91VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

29 SIGNIFICANT EVENT AFTER REPORTING PERIOD

(a) RELATED PARTY TRANSACTION

Kumpulan Voir Sdn. Bhd. (“KVSB”), a wholly owned subsidiary of the Company, had on 27 March 2017 entered into a Sale and Purchase Agreement (“SPA”) with Marvellous Future Sdn. Bhd. (Company No. 713662-T) (“MFSB”) for the disposal by KVSB of an investment property known as Parcel 2-11, Second Floor, Prangin Mall Komtar, Penang (“the Property”) to MFSB for a total cash consideration of RM1,500,000 (collectively known as “the Disposal”).

One of the Director of the Company, Mr. Seow Khim Soon is the Director and major shareholder of MFSB. Mr. Seow is also the Director of KVSB; Mdm. Wong Seow Mooi is the Director and major shareholder of MFSB, Mdm Wong is also the spouse of Mr Seow Khim Soon. Both Mr. Seow and Mdm. Wong are interested in the Disposal.

Saved as disclosed above, none of the Directors and/or major shareholders and/or persons connected with the Directors and/or major shareholders of the Company has any interest, direct or indirect, in the Disposal.

(b) PRIVATE PLACEMENT

On 4 April 2017, the Company announced to undertake a Proposed Private Placement exercise pursuant to the existing general mandate approved by the shareholders of the Company’s Annual General Meeting (“AGM”) held on 31 May 2016 which involves the issuance of up to 19,200,000 new ordinary shares in Voir (“Voir Shares”) (“Placement Shares”) representing approximately ten percent (10%) of the total number of issued shares of the Company, at an issue price to be determined and announced later.

The Placement Shares shall, upon allotment and issuance, rank pari passu in all respects with the existing Voir Shares, save and except that the holder of the Placement Shares will not be entitled to any dividends, rights, allotments and/or any other distributions that may be declared, made or paid to shareholders, the entitlement date of which is prior to the date of allotment of the Placement Shares.

On 6 April 2017, the additional listing application in relation to the Proposed Private Placement has been submitted to Bursa Securities.

The actual number of Placement Shares to be issued in relation to the Proposed Private Placement will depend on the total number of issued shares of the Company on a date to be determined later after obtaining all relevant approvals.

30. STANDARDS ISSUED BUT NOT YET EFFECTIVE

As at the date of authorisation of these financial statements, the following amendments to the Standards and IC Interpretations have been issued by the Malaysian Accounting Standards Board (MASB) but are not yet effective and have not been adopted by the Group and the Company:

Effective for financial periods beginning on or after 1 December 2017

Amendments to MFRS 107 Statement of Cash Flows – Disclosure Initiative

Amendments to MFRS 112 Income Taxes – Recognition of Deferred Tax Assets for Unrealised Losses

Annual Improvements to MFRS Standards 2014-2016 Cycle

NOTES TO THE FINANCIAL STATEMENTS

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NOTES TO THE FINANCIAL STATEMENTS

30. STANDARDS ISSUED BUT NOT YET EFFECTIVE (cont’d)

Effective for financial periods beginning on or after 1 December 2018

MFRS 9 Financial Instruments (2014)

MFRS 15 Revenue from Contracts with Customers

Clarifications to MFRS 15 Revenue from Contracts with Customers

IC Interpretation 22 Foreign Currency Transactions and Advance Consideration

Amendments to MFRS 2 Share-based Payment – Classification and Measurement of Share-based Payment Transactions

Amendments to MFRS 4 Insurance Contracts – Applying MFRS 9 Financial Instruments with MFRS 4 Insurance Contracts

Amendments to MFRS 140 Investment Property – Transfers of Investment Property MFRSs

Annual Improvements to MFRS Standards 2014-2016 Cycle

Effective for financial periods beginning on or after 1 December 2019

MFRS 16 Leases

Effective date deferred

Amendments to MFRS 10 Consolidated Financial Statements

Amendments to MFRS 128 Investments in Associates and Joint Ventures - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

The Group and the Company will adopt the above pronouncements when they become effective in the respective financial periods. These pronouncements are not expected to have any material impacts to the financial statements of the Group and of the Company upon their initial application except as per below:

(i) MFRS 15, Revenue from Contracts with Customers

MFRS 15 replaces the guidance in MFRS 111, Construction Contracts, MFRS 118, Revenue, IC Interpretation 13, Customer Loyalty Programmes, IC Interpretation 15, Agreements for Construction of Real Estate, IC Interpretation 18, Transfers of Assets from Customers and IC Interpretation 131, Revenue -Barter Transactions Involving Advertising Services. The Group is currently assessing the financial impact that may arise from the adoption of MFRS 15.

(ii) MFRS 9, Financial Instruments

MFRS 9 replaces the guidance in MFRS 139, Financial Instruments: Recognition and Measurement on the classification and measurement of financial assets and financial liabilities, and on hedge accounting. The Group is currently assessing the financial impact that may arise from the adoption of MFRS 9.

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93VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

NOTES TO THE FINANCIAL STATEMENTS

30. STANDARDS ISSUED BUT NOT YET EFFECTIVE (cont’d)

(iii) MFRS 16, Leases

MFRS 16 replaces the guidance in MFRS 117, Leases, IC Interpretation 4, Determining whether an Arrangement contains a Lease, IC Interpretation 115, Operating Leases – Incentives and IC Interpretation 127, Evaluating the Substance of Transactions Involving the Legal Form of a Lease.

The Group is currently assessing the financial impact that may arise from the adoption of the above MFRS.

31. AUTHORISATION FOR ISSUE OF FINANCIAL STATEMENTS

The financial statements have been authorised for issue in accordance with a resolution of the Board of Directors on 6 April 2017.

Lodged by: Datamet Merchant Consultants Sdn. Bhd. (Company No: 567776-M) Address: B-3-9, 3rd Floor, Block B Megan Avenue II 12, Jalan Yap Kwan Seng 50450 Kuala Lumpur Tel. No: 03-27155569

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94 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

On 25 March 2010, Bursa Malaysia Securities Berhad (“Bursa Malaysia”) issued a directive to all listed corporations pursuant to Paragraphs 2.06 and 2.23 of Bursa Malaysia Main Market Listing Requirements. The directive requires all listed corporations to disclose the breakdown of the retained earnings or accumulated losses as at the end of the reporting period, into realised and unrealised profits or losses.

On 20 December 2010, Bursa Malaysia further issued guidance on the disclosure and the format required.

The breakdown of the retained earnings the Group and of the Company as at 31 December 2016 and 31 December 2015, into realised and unrealised profits is as follows:

Group Company2016

RM2015

RM2016

RM2015

RM

Total retained earnings of the Group and Company:

- realised 53,187,060 53,123,532 6,354,683 7,012,486

- unrealised 601,000 190,000 - -

53,788,060 53,313,532 6,354,683 7,012,486

Consolidation adjustments (30,352,163) (30,552,303) - -

23,435,897 22,761,229 6,354,683 7,012,486

The determination of realised and unrealised profits is based on the Guidance of Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to the Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants on 20 December 2010.

The disclosure of realised and unrealised profits above is solely for complying with the disclosure requirements sipulated in the directive of Bursa Malaysia and should not be applied for any other purposes.

SUPPLEMENTARY INFORMATION - DISCLOSURE OF REALISED AND UNREALISED PROFITS

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95VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

LocationDescription / Existing Use

Tenure / Approximate Age of Building (years)

Land / Built-Up Area (sq. ft.)

Date of Acquisition

Net Book Value (RM)

KUMPULAN VOIR SDN. BHD.

Lot F1.51, 1st Floor, Plaza Bukit Mertajam,566, Jalan Arumugam Pillai, Bukit Mertajam, 14000 Penang

Shop Lot / Rented out

Freehold / 19 N/A / 833 16/08/1995 319,860

Lot A32 Ground Floor, One Stop Midlands Park Centre, 488B, Jalan Burmah, 10350 Penang.

Shop Lot / Rented out

Leasehold - expiring on 30 Apr 2093 / 21

N/A / 628 03/04/1995 570,056

Lot A33 Ground Floor, One Stop Midlands Park Centre, 488B, Jalan Burmah, 10350 Penang.

Shop Lot / Rented out

Leasehold - expiring on 30 Apr 2093 / 21

N/A / 651 03/04/1995 589,787

Lot 1-111, 1st Floor, Prangin Mall Komtar, No. 33, Jalan Dr. Lim Chwee Leong, 10100 Pulau Pinang.

Shop Lot / Own Outlet

Leasehold - expiring on 09 Jun 2096 / 16

N/A / 1,247 01/06/2005 1,050,743

Lot 2-11, 2nd Floor, Prangin Mall Komtar, No. 33, Jalan Dr. Lim Chwee Leong, 10100 Pulau Pinang.

Shop Lot / Rented out

Leasehold - expiring on 09 Jun 2096 / 16

N/A / 854 01/06/2005 719,560

Lot 27, Concourse Floor, Galaxy Ampang

Shop Lot / Vacant

Leasehold - expiring on 20 Oct 2084 / 18

N/A / 272 29/05/1995 187,531

18-C 18th Floor, Block D Mawar Apartment, Taman Gohtong Jaya, Genting Highlands, Pahang

Apartment / Hostel

Freehold / 15 N/A / 1,485 16/11/2010 547,095

APPLEMINTS APPARELS SDN. BHD.

Unit 9D, Kayangan Apartments, Genting Highlands Resort, 69000 Genting, Pahang.

Apartment / Hostel

Freehold / 35 N/A / 2,480 12/04/2006 318,600

9-01J, Serimas Condominium, Jalan 4/89A, Batu 3 1/2, Cheras, 56000 Kuala Lumpur.

Apartment / Hostel

Leasehold - expiring on 11 Aug 2085 / 19

N/A / 1,359 26/09/1994 121,382

LIST OF PROPERTIES AS AT 31 DECEMBER 2016

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96 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

UTILIZATION OF PROCEEDS RAISED FROM ANY CORPORATE EXERCISEStatus of utilization of proceeds raised from Private Placement as at 31 December 2016 is as follow:

Proposed utilization amount RM’000

Actual utilization amount RM’000

Intended time frame

Balance available for utilization

RM’000

Purpose

General working capital 5,900 5,900 Within 1 yearOn completion

-Estimated expenses for Private Placement 100 100 -

6,000 6,000 -

As disclosed in the Proposal dated 14 September 2015 in relation to the Private Placement, any differences between the illustrated proceeds stated in the Proposal and the actual proceeds raised from the Private Placement (which depends on the final price of the Placement Shares and the final number of the Placement Shares issued), as well as any differences in the actual expenses in relation to the Private Placement exercise were adjusted to the allocation for working capital requirement of the Group.

SHARE BUYBACKSThere were no share buybacks by the Company during the financial year.

OPTIONS, WARRANTS AND CONVERTIBLE SECURITIESThere were no options, warrants and convertible securities being issued during the financial year.

AMERICAN DEPOSITORY RECEIPT (ADR) OR GLOBAL DEPOSITORY RECEIPT (GDR)During the financial year, the Company did not sponsor any ADR or GDR programme.

SANCTION AND / OR PENALTIESThere were no sanctions and/or penalties imposed on the Company, its subsidiaries, Directors or the Management by the relevant regulatory bodies.

NON-AUDIT FEESDuring the financial year, there was no other non-audit fee paid to external auditors except for the payment of RM3,000 for the review of Statement on Risk Management and Internal Control.

VARIATION IN RESULTSThe Company did not issue any profit forecast, estimate or projection in relation to any corporate proposal. The audited results did not deviate more than 10% from the unaudited results announced to Bursa Securities in respect of the financial year ended 31 December 2016.

PROFIT GUARANTEEDuring the financial year, there was no profit guarantee given by the Company.

MATERIAL CONTRACTSThere were no material contracts entered by the Company and its subsidiaries involving the interest of Directors and major shareholders during the financial year.

CORPORATE SOCIAL RESPONSIBILITIESDuring the financial year ended 31 December 2016, the Group continued involve on its Corporate Social Responsibility activities, inclusive of the donations to the charitable organizations, homes for disabled, schools and educational funds.

RECURRENT RELATED PARTIES TRANSACTIONS (RRPT) OF A REVENUE NATUREThe aggregate values of the RRPT of a revenue nature conducted between the Company’s subsidiaries with the related parties during the financial year ended 31 December 2016 is disclosed in Note 24 to the Financial Statements as set out in this Annual Report.

ADDITIONAL INFORMATION FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016

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97VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

ANALYSIS OF SHAREHOLDINGS AS AT 29 MARCH 2017

SHARE CAPITAL

Number of Issued Shares : 132,000,000Paid-Up Share Capital : RM66,000,000.00 Class of Shares : Ordinary sharesVoting Rights : One (1) vote per ordinary share

DISTRIBUTION OF SHAREHOLDINGS

Size of ShareholdingsNo. of

Shareholders %No. of

Shares %

Less than 100 100 9.92 3,337 0.00*

100 - 1,000 564 55.95 152,298 0.12

1,001 - 10,000 205 20.34 896,321 0.68

10,001 - 100,000 84 8.33 2,636,510 2.00

100,001 - less than 5% of issued shares 53 5.26 51,930,612 39.34

5% and above of issued shares 2 0.20 76,380,922 57.86

Total 1,008 100.00 132,000,000 100.00

* negligible

SUBSTANTIAL SHAREHOLDERS

No. Substantial ShareholdersDirect

No. of shares %Deemed

No. of shares %

1. Vista Lestari Development Sdn Bhd 66,935,588 50.71 - -

2. Distinct Seasons Sdn Bhd 9,445,334 7.16 - -

3. Heng Kear Huat 8,561,564 6.49 - -

4. Dato’ Zarul Ahmad Bin Mohd Zulkifli 2,200,000 1.67 66,935,588a 50.71

5. Zarul Ikhwan Bin Zarul Ahmad - - 66,935,588a 50.71

6. Mohd Asfirdaus Bin Asri - - 66,935,588a 50.71

7. Yong Yee Ngo - - 9,445,334b 7.16

8. Lee Kah Lin - - 9,445,334b 7.16

Notes:

a. Deemed interested through their interest in Vista Lestari Development Sdn Bhd.b. Deemed interested through their interest in Distinct Seasons Sdn Bhd.

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98 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

DIRECTORS’ INTERESTS IN SHARES IN THE COMPANY AND ITS RELATED COMPANIES

The Company

No. DirectorsDirect

No. of shares %Deemed

No. of shares %

1. Dato’ Zarul Ahmad Bin Mohd Zulkifli 2,200,000 1.67 66,935,588a 50.71

2. Dato’ Lee Chee Hoe 990,000 0.75 - -

3. Ham Hon Kit 800,000 0.61 - -

4. Wong Kwai Wah 5,700,000 4.32 - -

5. Ibrahim Bin Sahari 3,860,000 2.92 - -

6. Yee Yit Yang 950,000 0.72 - -

Notes:

a. Deemed interested through his interest in Vista Lestari Development Sdn Bhd.

Related Companies

By virtue of his interest in the shares of the Company, Dato’ Zarul Ahmad Bin Mohd Zulkifli is deemed to be interested in the shares of all subsidiaries of the Company to the extent of the Company’s interest in the respective subsidiaries.

THIRTY (30) LARGEST REGISTERED SHAREHOLDERS

No. Registered Shareholders No. of shares %

1. Kenanga Nominees (Tempatan) Sdn BhdPledged Securities Account For Vista Lestari Development Sdn Bhd

66,935,588 50.71

2. Distinct Seasons Sdn Bhd 9,445,334 7.16

3. CitiGroup Nominees (Tempatan) Sdn BhdPledged Securities Account For Heng Kear Huat

5,640,032 4.27

4. Liew Kok Meng 4,091,166 3.10

5. Kenanga Nominees (Tempatan) Sdn BhdPledged Securities Account For Ibrahim Bin Sahari

3,860,000 2.92

6. Lim Chin Seng 3,381,330 2.56

7. RHB Nominees (Tempatan) Sdn BhdPledged Securities Account For Wong Kwai Wah

3,200,000 2.42

8. Lai Yat Seng 2,919,600 2.21

9. Kenanga Nominees (Tempatan) Sdn BhdPledged Securities Account For Wong Kwai Wah

2,500,000 1.89

10. Kenanga Nominees (Tempatan) Sdn BhdPledged Securities Account For Lau Chi Chiang

2,393,700 1.81

11. Ulasan Teguh Sdn Bhd 1,999,058 1.51

ANALYSIS OF SHAREHOLDINGS AS AT 29 MARCH 2017

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99VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

THIRTY (30) LARGEST REGISTERED SHAREHOLDERS (cont’d)

No. Registered Shareholders No. of shares %

12. Alliancegroup Nominees (Tempatan) Sdn BhdPledged Securities Account For Heng Kear Huat

1,721,532 1.30

13. Dato’ Zarul Ahmad Bin Mohd Zulkifli 1,500,000 1.14

14. Konwa Industrial Sewing Machine (M) Sdn Bhd 1,313,332 1.00

15. AMSEC Nominees (Tempatan) Sdn BhdPledged Securities Account-AmBank (M) Berhad For Heng Kear Huat

1,200,000 0.91

16. Lee Swee Miang 1,069,966 0.81

17. Unggul Utama Sdn Bhd 1,012,400 0.77

18. RHB Nominees (Tempatan) Sdn BhdPledged Securities Account For Lee Chee Hoe

990,000 0.75

19. AMSEC Nominees (Tempatan) Sdn BhdPledged Securities Account-AmBank (M) Berhad For Yee Yit Yang

950,000 0.72

20. Chen Pian Moi 849,166 0.64

21. AMSEC Nominees (Tempatan) Sdn BhdPledged Securities Account-AmBank (M) Berhad For Ham Hon Kit

800,000 0.61

22. Alliancegroup Nominees (Tempatan) Sdn BhdPledged Securities Account For Ng Siew Kee

800,000 0.61

23. Citigroup Nominees (Tempatan) Sdn BhdPledged Securities Account For Lau Chi Chiang

722,200 0.55

24. RHB Nominees (Tempatan) Sdn BhdPledged Securities Account For Zarul Ahmad Bin Moho Zulkifli

700,000 0.53

25. Tiew Sook Hwee 638,100 0.48

26. Saw Lai Sim 548,600 0.42

27. Kee Seok Koon 537,566 0.41

28. Mercsec Nominees (Tempatan) Sdn Bhd Pledged Securities Account For Ng Kok Pow

530,000 0.40

29. Koh Beng Teck 500,000 0.38

30. Hong Chuan Chang 500,000 0.38

Total 123,248,670 93.37

ANALYSIS OF SHAREHOLDINGS AS AT 29 MARCH 2017

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100 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

Total Number of Warrants : 60,000,000Exercise Price Per Warrant : RM0.50Exercise Period : Ten (10) years commencing from 1 April 2014 and expires on 31 March 2024Voting Rights : None

DISTRIBUTION OF WARRANT HOLDINGS

Size of Warrant Holdings

No. of Warrant Holders %

No. of Warrants %

Less than 100 79 8.65 2,508 0.00*100 - 1,000 552 60.46 85,767 0.141,001 - 10,000 205 22.45 586,552 0.9810,001 - 100,000 47 5.15 1,446,827 2.41100,001 - less than 5% of issued warrants 27 2.96 13,478,351 22.465% and above of issued warrants 3 0.33 44,399,995 74.00

Total 913 100.00 60,000,000 100.00

* negligible

DIRECTORS’ WARRANT HOLDINGS

No. Directors

DirectNo. of

Warrants %

DeemedNo. of

Warrants %1. Dato’ Zarul Ahmad Bin Mohd Zulkifli - - 33,467,799a 55.782. Ham Hon Kit 400,000 0.67 - -

Notes:

a. Deemed interested through his interest in Vista Lestari Development Sdn Bhd.

THIRTY (30) LARGEST REGISTERED WARRANT HOLDERS

No. Registered Warrant HoldersNo. of

Warrants %

1. Kenanga Nominees (Tempatan) Sdn BhdPledged Securities Account For Vista Lestari Development Sdn Bhd

33,467,799 55.78

2. Distinct Seasons Sdn Bhd 5,972,667 9.95

3. Ulasan Teguh Sdn Bhd 4,959,529 8.26

4. Citigroup Nominees (Tempatan) Sdn BhdPledged Securities Account For Heng Kear Huat

2,777,516 4.63

5. Lim Chin Seng 1,690,665 2.82

6. Alliancegroup Nominees (Tempatan) Sdn BhdPledged Securities Account For Heng Kear Huat

903,266 1.50

7. Lai Yat Seng 875,901 1.46

8. Konwa Industrial Sewing Machine (M) Sdn Bhd 636,666 1.06

9. Amsec Nominees (Tempatan) Sdn BhdPledged Securities Account-AmBank (M) Berhad For Heng Kear Huat

600,000 1.00

ANALYSIS OF WARRANT HOLDINGS AS AT 29 MARCH 2017

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101VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

THIRTY (30) LARGEST REGISTERED WARRANT HOLDERS (cont’d)

No. Registered Warrant HoldersNo. of

Warrants %

10. Kenanga Nominees (Tempatan) Sdn BhdPledged Securities Account For Lau Chi Chiang

563,000 0.94

11. Saw Lai Sim 545,000 0.91

12. Lee Swee Miang 534,983 0.89

13. Unggul Utama Sdn Bhd 506,522 0.84

14. Amsec Nominees (Tempatan) Sdn BhdPledged Securities Account-AmBank (M) Berhad For Ham Hon Kit

400,000 0.67

15. Kenanga Nominees (Tempatan) Sdn BhdPledged Securities Account For Lian Choy Peng

364,566 0.61

16. Maybank Securities Nominees (Tempatan) Sdn BhdPledged Securities Account For Kesvaran S/O T P Murugasu

334,600 0.56

17. Maybank Nominees (Tempatan) Sdn BhdPledged Securities Account For Kesvaran A/L T P Murugasu

327,000 0.54

18. Tan Siew Lian 310,000 0.52

19. Kee Seok Koon 268,783 0.45

20. Chen Pian Moi 252,433 0.42

21. Lim Fui Chionh 239,600 0.40

22. Kenanga Nominees (Tempatan) Sdn BhdPledged Securities Account For Chin Lih Lih

229,100 0.38

23. Wong Shiau Chuen 186,200 0.31

24. Tiew Sook Hwee 159,850 0.27

25. K Anandaraja A/L V Kathiravelu 150,000 0.25

26. Woon Sook Peng 136,600 0.23

27. Ng Mee Ling 130,000 0.22

28. Ng Kok Pow 126,600 0.21

29. Teh Khai Yong 122,900 0.20

30. Hari Krishnan A/L V.K.Vasu 106,600 0.18

Total 57,878,346 96.46

ANALYSIS OF WARRANT HOLDINGS AS AT 29 MARCH 2017

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102 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

NOTICE IS HEREBY GIVEN THAT the Tenth Annual General Meeting of the Company will be held at Function Room 2, Level 1, Main Lobby TPC Kuala Lumpur, 10 Jalan 1/70D, Off Jalan Bukit Kiara, 60000 Kuala Lumpur on 29 May 2017 at 10.00 a.m. for the following purposes:

AGENDA

Ordinary Business

1. To lay before the meeting the Audited Financial Statements for the financial year ended 31 December 2016 and the Reports of Directors and Auditors thereon.

(Note 2)

2. To re-elect the following Directors who retire in accordance with the Company’s Articles of Association:

(i) Shaari Bin Haron (Article 89) (Resolution 1)

(ii) Dato’ Zarul Ahmad Bin Mohd Zulkifli (Article 94) (Resolution 2)

(iii) Dato’ Lee Chee Hoe (Article 94) (Resolution 3)

(iv) Dato’ Abdullah Sani Bin Ab Hamid (Article 94) (Resolution 4)

(v) Dato’ Mah Siew Kwok (Article 94) (Resolution 5)

(vi) Wong Kwai Wah (Article 94) (Resolution 6)

(vii) Ibrahim Bin Sahari (Article 94) (Resolution 7)

(viii) Mohd Hatim Bin Abdullah (Article 94) (Resolution 8)

(ix) Yee Yit Yang (Article 94) (Resolution 9)

3. To approve the payment of directors’ fees of RM145,083.33 in respect of the financial year ended 31 December 2016.

(Resolution 10)

4. To approve the payment of Directors’ fees and benefits up to RM3,178,200 payable to the Directors from 1 January 2017 until the conclusion of next Annual General Meeting of the Company.

(Resolution 11)

5. To re-appoint Messrs HLB Ler Lum as the Auditors of the Company until the conclusion of the next AGM and to authorise the Directors to fix their remuneration.

(Resolution 12)

Special Business

To consider and if thought fit, with or without modification, to pass the following resolutions:

6. ORDINARY RESOLUTIONRETENTION OF MR. SHAARI BIN HARON AS INDEPENDENT NON-EXECUTIVE DIRECTOR

“THAT Mr. Shaari Bin Haron who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years be and is hereby retained as an Independent Non-Executive Director of the Company pursuant to Recommendation 3.3 of the Malaysian Code on Corporate Governance 2012.”

(Resolution 13)

7. ORDINARY RESOLUTIONAUTHORITY TO ISSUE SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016

“THAT pursuant to Sections 75 and 76 of the Companies Act, 2016, the Articles of Association of the Company and the approvals of the relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered to issue and allot shares in the capital of the Company from time to time at such price and upon such terms and conditions and for such purposes and to such person or persons whomsoever the Directors may in their absolute discretion deem fit provided always that the aggregate number of shares to be issued does not exceed ten per centum (10%) of the share capital of the Company for the time being; AND THAT such authority shall continue in force until the conclusion of the next annual general meeting of the Company.”

(Resolution 14)

NOTICE OF ANNUAL GENERAL MEETING

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103VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

8. ORDINARY RESOLUTIONPROPOSED ADDITIONAL AND RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS

“THAT approval be and is hereby given to the Company and its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature which are necessary for its day-to-day operations and with those related parties as detailed in paragraph 2.2 of the Circular to Shareholders of the Company dated 28 April 2017 (“Related Parties”) provided that such transactions are undertaken in the ordinary course of business and on normal commercial terms which are consistent with the Group’s business practices and policies, and on terms not more favourable to the Related Parties than those generally available to the public and not detrimental to the interest of the minority shareholders of the Company.

THAT authority conferred by this ordinary resolution shall continue to be in force until:

(Resolution 15)

(i) the conclusion of the next annual general meeting of the Company at which time it will lapse, unless renewed by a resolution passed by the shareholders of the Company in a general meeting; or

(ii) the expiration of the period within which the next annual general meeting of the Company after that date is required to be held pursuant to Section 340(2) of the Companies Act, 2016 but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Companies Act 2016; or

(iii) revoked or varied by resolution passed by the shareholders in general meeting,

whichever is the earlier.

AND THAT the Directors of the Company be authorised to complete and do all such acts and things to give effect to the transactions contemplated and/or authorised by this ordinary resolution.”

9. To transact any other business for which due notice shall have been given.

By Order of the Board

CHIN LI THING (MAICSA 7044467)Company Secretary Kuala Lumpur, 28 April 2017

Notes:

1. In respect of deposited securities, only members whose names appear in the Record of Depositors on 19 May 2017 (General Meeting Record of Depositors) shall be eligible to attend the Meeting.

2. A member entitled to attend and vote shall not be entitled to appoint more than two (2) proxies to attend and vote at the same meeting. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.

3. A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification of the proxy. A proxy appointed to attend and vote at the Meeting shall have the same rights as the member to speak at the Meeting.

4. In the case of a corporate member, the instrument appointing a proxy shall be either (a) under its common seal; or (b) signed by its attorney or an authorised officer on behalf of the corporation and supported by a certified true copy of the resolution appointing such officer or certified true copy of the power of attorney.

NOTICE OF ANNUAL GENERAL MEETING

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104 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

Notes:

5. Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

6. The instrument appointing a proxy shall be deposited at the office of the Share Registrar, ShareWorks Sdn Bhd at No.2-1, Jalan Sri Hartamas 8, Sri Hartamas 50480 Kuala Lumpur, not less than forty eight (48) hours before the time appointed for holding the meeting.

7. Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in this Notice will be put to vote by way of poll.

Explanatory Notes

i. Agenda Item No. 1

This item of the Agenda is meant for discussion only as it does not require shareholders’ approval pursuant to Section 340(1) of the Companies Act, 2016. Hence, this Agenda item is not put forward for voting.

ii. Resolution 13 - Retention of Mr. Shaari Bin Haron as Independent Non-Executive Director

Mr. Shaari Bin Haron was appointed as an Independent Non-Executive Director of the Company on 17 August 2007 and he has reached a cumulative nine (9) years term limit. In accordance with the Malaysian Code on Corporate Governance 2012, the Board of Directors of the Company, after having assessed the independence of Mr. Shaari Bin Haron and after having been recommended and assessed by the Nomination Committee, regards him to be independent based amongst others, the following justifications and recommends that Mr. Shaari Bin Haron be retained as an Independent Director of the Company:

• the aforementioned Independent Non-Executive Director fulfilled the definition of an Independent Director as set out under Paragraph 1.01 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements.

• the aforementioned Independent Non-Executive Director was able to exercise independent judgement and act in the best interest of the Company.

• there was no potential conflict of interest that the aforementioned Independent Non-Executive Director could have with the Company as he had not entered into any contract or transaction with the Company and/or its subsidiaries with the scope and meaning as set forth under Paragraph 5 of Practice Note 13 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements.

• the aforementioned Independent Non-Executive Director had not developed, established or maintained any significant personal or social relationship, whether direct or indirect, with the Executive Directors, major shareholders or management of the Company (including their family members), consistent and expected of him to carry out his duties as an Independent Non-Executive Director.

NOTICE OF ANNUAL GENERAL MEETING

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105VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

iii. Resolution 14 - Authority to issue shares pursuant to sections 75 and 76 of the Companies Act, 2016

The proposed resolution, if passed, will empower the Directors of the Company to issue shares in the Company up to an amount not exceeding ten per centum (10%) of the issued share capital of the Company for the time being for such purpose as they considered would be in the best interest of the Company. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next annual general meeting of the Company.

The authority to issue shares pursuant to Sections 75 and 76 of the Companies Act, 2016 will provide flexibility to the Company to issue new shares for possible fund raising exercise, including but not limited to placement of shares, for the purpose of funding investment projects, working capital and/or acquisitions as the Directors may deem fit without the need to convene separate general meeting to obtain its shareholders’ approval so as to avoid incurring additional cost and time.

The Company had been granted a mandate by its shareholders at 9th AGM of the Company held on 31 May 2016. The Board has approved a proposed private placement of up to 19,200,000 ordinary shares of the Company representing approximately ten percent (10%) of the enlarged issued shares of the Company assuming full exercise of the outstanding warrants total and Bursa Securities had vide its letter dated 12 April 2017, approved the listing and quotation of the said shares.

iv. Resolution 15

Proposed additional and renewal of shareholders’ mandate for recurrent related party transactions

The proposed resolution, if passed, will authorise the Company and its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature which are necessary for its day-to-day operations and with those Related Parties as detailed in paragraph 2.2 of the Circular to Shareholders of the Company dated 28 April 2017 provided that such transactions are undertaken in the ordinary course of business and on normal commercial terms which are consistent with the Group’s business practices and policies, and on terms not more favourable to the Related Parties than those generally available to the public and not detrimental to the interest of the minority shareholders of the Company.

Details on the proposal are set out in the Circular to Shareholders dated 28 April 2017 which is circulated together with the 2016 Annual Report.

STATEMENT ACCOMPANYING NOTICE OF TENTH ANNUAL GENERAL MEETING

Further details of Directors who are standing for re-election as Directors:

The profiles of the Directors who are standing for re-election at the Tenth Annual General Meeting are set out in the Profile of Directors of this Annual Report. Their shareholdings in the Company and its subsidiaries are set out in the Analysis of Shareholdings of this Annual Report.

NOTICE OF ANNUAL GENERAL MEETING

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VOIR HOLDINGS BERHAD (765218-V)

(Incorporated In Malaysia)

CDS Account Number ______________________________

PROXY FORM

I/We _________________________________________________________________________________________________________________

NRIC No./Company No. _______________________________________________________________________________________________

of ____________________________________________________________________________________________________________________

being a member/members of VOIR HOLDINGS BERHAD hereby appoint _______________________________________________________

______________________________________________________________________________________________________________________

NRIC No. _____________________________________________________________________________________________________________

or failing whom, ______________________________________________________________________________________________________

NRIC No._____________________________________________________________________________________________________________

or failing whom, the Chairman of the Meeting as my/our proxy to attend and vote on my/our behalf at the Tenth Annual General Meeting of the Company to be held at Function Room 2, Level 1, Main Lobby TPC Kuala Lumpur 10 Jalan 1/70D, Off Jalan Bukit Kiara, 60000 Kuala Lumpur on 29 May 2017 at 10.00 a.m. and at any adjournment thereof.

(Please indicate with an “X” in the appropriate boxes on how you wish your vote to be cast. If no specific direction as to voting is given, the proxy will vote or abstain at his discretion.)

RESOLUTIONS FOR AGAINST

Resolution 1 To re-elect as Director, Shaari Bin HaronResolution 2 To re-elect as Director, Dato’ Zarul Ahmad Bin Mohd Zulkifli Resolution 3 To re-elect as Director, Dato’ Lee Chee HoeResolution 4 To re-elect as Director, Dato’ Abdullah Sani Bin Ab HamidResolution 5 To re-elect as Director, Dato’ Mah Siew KwokResolution 6 To re-elect as Director, Wong Kwai WahResolution 7 To re-elect as Director, Ibrahim Bin SahariResolution 8 To re-elect as Director, Mohd Hatim Bin AbdullahResolution 9 To re-elect as Director, Yee Yit YangResolution 10 To approve the payment of Directors’ fees in respect of the financial year ended 31

December 2016Resolution 11 To approve the payment of Directors’ fees and benefits from 1 January 2017 until the

conclusion of next Annual General Meeting of the Company.Resolution 12 To re-appoint AuditorsResolution 13 To retain Mr Shaari Bin Haron as Independent Non-Executive DirectorResolution 14 Authority to issue sharesResolution 15 To approve the Proposed Additional and Renewal of Shareholders’ Mandate for

recurrent related party transactions

Dated this ____________ day of ________________________ 2017

__________________________________________________________Signature/Common Seal of Member

NOTES:

1. In respect of deposited securities, only members whose names appear in the Record of Depositors on 19 May 2017 (General Meeting Record of Depositors) shall be eligible to attend the Meeting.

2. A member entitled to attend and vote shall not be entitled to appoint more than two (2) proxies to attend and vote at the same meeting. Where a member appoints

more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. 3. A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification of the proxy. A proxy appointed to attend and vote

at the Meeting shall have the same rights as the member to speak at the Meeting. 4. In the case of a corporate member, the instrument appointing a proxy shall be either (a) under its common seal; or (b) signed by its attorney or an authorised officer

on behalf of the corporation and supported by a certified true copy of the resolution appointing such officer or certified true copy of the power of attorney. 5. Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, which holds ordinary

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

6. The instrument appointing a proxy shall be deposited at the office of the Share Registrar, ShareWorks Sdn Bhd at No.2-1, Jalan Sri Hartamas 8, Sri Hartamas

50480 Kuala Lumpur, not less than forty eight (48) hours before the time appointed for holding the meeting.

__________________________________________________Number of shares held

For appointment of two proxies, the shareholdings to be represented by the proxies:Proxies No. of sharesProxy 1Proxy 2Total

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Then fold here

First fold here

The Company SecretaryVOIR HOLDINGS BERHAD (765218-V)

B-3-9, 3rd Floor, Block B, Megan Avenue II No. 12, Jalan Yap Kwan Seng

50450 Kuala Lumpur

AFFIXSTAMP

Fold this flap for sealing

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CONTENTS1 CORPORATE INFORMATION

2 CORPORATE STRUCTURE

3 FINANCIAL HIGHLIGHTS

4 CHAIRMAN’S STATEMENT

6 PROFILE OF DIRECTORS

10 MANAGEMENT DISCUSSION & ANALYSIS

14 STATEMENT ON CORPORATE GOVERNANCE

24 AUDIT COMMITTEE REPORT

28 STATEMENT ON RISK MANAGEMENT

AND INTERNAL CONTROL

30 DIRECTORS’ RESPONSIBILITIES STATEMENTS

32 REPORTS AND FINANCIAL STATEMENTS

95 LIST OF PROPERTIES

96 ADDITIONAL INFORMATION

97 ANALYSIS OF SHAREHOLDINGS

100 ANALYSIS OF WARRANT HOLDINGS

102 NOTICE OF ANNUAL GENERAL MEETING

FORM OF PROXY

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14 VOIR HOLDINGS BERHAD (765218-V) / / ANNUAL REPORT 2016

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VOIR HOLDINGS BERHAD (Incorporated In Malaysia)

(765218-V)ANNUAL REPORT

2016

www.voir.com.my