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VOIR HOLDINGS BERHAD (765218-V)

(Incorporated In Malaysia)

ANNUAL
REPORT
2015
9 // STATEMENT ON
CORPORATE GOVERNANCE

14 // AUDIT COMMITTEE REPORT

18 // STATEMENT ON RISK MANAGEMENT


AND INTERNAL CONTROL

20 // DIRECTORS RESPONSIBILITIES
STATEMENTS

21 // REPORTS AND FINANCIAL


STATEMENTS

CONTENTS 82 // LIST OF PROPERTIES

1 // CORPORATE INFORMATION 83 // ADDITIONAL INFORMATION

2 // CORPORATE STRUCTURE 84 // ANALYSIS OF SHAREHOLDINGS

3 // FINANCIAL HIGHLIGHTS 87 // ANALYSIS OF WARRANT HOLDINGS

4 // CHAIRMANS STATEMENT 89 // NOTICE OF ANNUAL GENERAL


MEETING

6 // PROFILE OF DIRECTORS
FORM OF PROXY
1

CORPORATE
INFORMATION

Board of Directors Auditors

Mr. Seow Khim Soon (Executive Chairman) HLB Ler Lum (AF0276)
Dr. Mohd Amir Sharifuddin B. Hashim Chartered Accountants
(Non-Independent Non-Executive Deputy Chairman) (A member of HLB International)
Mr. Ham Hon Kit (Managing Director) B-7-7, Megan Avenue II
Mdm. Wong Seow Mooi (Executive Director) No.12, Jalan Yap Kwan Seng
Mr. Yeoh Chin Hoe (Independent Non-Executive Director) 50450 Kuala Lumpur
Mr. Leow Bock Lim (Independent Non-Executive Director) Tel: 03-2161 2113
En. Shaari Bin Haron (Independent Non-Executive Director) Fax: 03-2161 2119
Mr. Lee Yuet Sum (Independent Non Executive Director)

Stock Exchange Listing


Company Secretaries
Main Market of Bursa Malaysia Securities Berhad
Ms. Tee Jing Jing (MAICSA 7035379) Stock Name: VOIR / VOIR-WA
Ms. Chin Li Thing (MAICSA 7044467) Stock Code: 7240 / 7240WA

Registered Office

B-3-9, 3rd Floor, Block B, Megan Avenue II


No. 12, Jalan Yap Kwan Seng
50450 Kuala Lumpur
Tel: 03-2715 5569
Fax: 03-2715 1511

Share Registrar

ShareWorks Sdn. Bhd.


No. 2-1, Jalan Sri Hartamas 8
Sri Hartamas, 50480 Kuala Lumpur
Tel: 03-6201 1120
Fax: 03-6201 3121

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


2

CORPORATE
STRUCTURE

SYSTEM BOUNDARY SDN. BHD.


100%

MILLION TWILIGHT SDN. BHD.


100%

VOIR HOLDINGS BERHAD


KUMPULAN VOIR SDN. BHD.
100%

APPLEMINTS APPARELS
100% SDN. BHD.

GREEN POINT SDN. BHD.


100%

GRACEFUL HALL SDN. BHD.


100%

COVO COSMETICS SDN. BHD.


100%

STRONG REACH SDN. BHD.


70%

TRIPLE A SPORTS SDN BHD


50.1% (f.k.a. SCUD RETAIL (KL) SDN. BHD.)

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


3

FINANCIAL
HIGHLIGHTS 2015

2011 2012 2013 2014 2015


RM000 RM000 RM000 RM000 RM000

Revenue 183,142 183,256 181,849 172,785 160,895


Profit / (Loss) before tax 10,566 6,538 1,713 (777) (3,926)
Profit / (Loss)
attributable to owners 7,424 3,886 271 (1,264) (4,205)
Equity attributable to owners 84,724 88,319 88,589 87,068 88,863

Revenue Profit/ (Loss) before tax


(RM000) (RM000)

190,000 11,000
185,000 9,000
180,000 7,000
175,000 5,000
170,000 3,000
165,000 1,000
160,000 0
155,000 (1,000)
150,000 (3,000)
145,000 (5,000)
2011 2012 2013 2014 2015 2011 2012 2013 2014 2015

Profit/ (Loss) attributable to owners Equity attributable to owners


(RM000) (RM000)

9,000 90,000
7,000 89,000
5,000 88,000
3,000 87,000
1,000 86,000
0 85,000
(1,000) 84,000
(3,000) 83,000
(5,000) 82,000
2011 2012 2013 2014 2015 2011 2012 2013 2014 2015

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


4

CHAIRMANS
STATEMENT
On behalf of the Board of Directors, I am pleased
to present the 2015 Annual Report and the Audited
Financial Statements of Voir Holdings Berhad and its
Group of companies (the Group) for the year ended 31
December 2015.

Overview (2013: pre-tax loss of RM0.8 million). The loss is mainly due to
lower sales been achieved and losses incurred from both its
This year was a challenging year for the Group as consumers unprofitable Beauty & Wellness business and F&B segments.
were more cautious in their spending after the implementation
of GST and the impact brought by the depreciating Ringgit. Business Review & Development
The value of the Ringgit had plummeted by 24% since the
beginning of this fiscal year. Though the country is growing less The Groups core fashion retailing business remained
dependent on oil reserves, low prices for commodities such as competitive as there are more international fast fashion brands
palm oil became the hurdle for economic growth. Household in the market with quality products at competitive price. This
debts remained as high as 88% and consumers have seen little is an inevitable trend coming along with the growing size of
or no improvement in their disposable income and continued the middle class. As the primary objectives of the fast fashion
to be frugal in their spending. brands is to deliver products in a cost-efficient manner to
respond to fast changing consumer tastes, hence our Group
Financial Results is focusing on delivering quality products with designs which
are keeping pace with the design of the target markets at
For the financial year ended 31 December 2015, the Group affordable price. New outlets were opened to improve access
recorded total turnover of RM160.9 million (2014: RM172.8 to wider market, and to increase greater brand awareness at
million), a 6.9% decline and a pre-tax loss of RM3.9 million the same time.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


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CHAIRMANS STATEMENT

For the F&B business segment, after closing down the As part of its business expansion plan, the Group will continue
unprofitable outlets, it still incurred a minor loss before tax to to explore and diversify, including grow and improve its core
the Group. However, we hope to stop the losses from this fashion retail businesses by streamlining its operation and
segment in year 2016. deployment of resources, and realign its business development
strategies in order to achieve better results in the near future.
The Beauty and Wellness segment contributed total revenue
of RM1.4 million to the Group. The financial results of this Acknowledgement
segment recorded a loss before tax of RM1.3 million as a result
of the impact from the lower sales and lower profit margin. On behalf of the Board, I would like to express my sincere
This segment continued to deliver unfavorable results since the appreciation to the Management and all of the staffs for their
past few years. To mitigate further losses, the Group had taken hard work and enthusiasm towards the Groups sustainable
appropriate actions to further downsize this business segment. achievement in the challenging era. We are also very thankful
to our valuable consumers, business partners, shareholders,
Dividends bankers and advisers for their continued support and
confidence in the Group.
The Board of Directors did not recommend any final dividend
for the current financial year ended 31 December 2015. Lastly, I would like to record my heartfelt gratitude to my fellow
members of the Board for their hard work and support. The
Future Outlook Group is looking forward to add value for the stakeholders in
the future.
The fashion retail industry is becoming more complex as
shifting demographics, household downsizing, and new
channel formats which require the industry to quickly adjust and Seow Khim Soon
adapt itself in order to win over customers and foster greater Executive Chairman
customer loyalty. Hence, the Group is currently undergoing
an internal structural reform in order to remain competitive in 22 April 2016
the market and to keep up the pace of the industry. We will
stay focus in our core fashion retail business and continue
to position our business in the middle market. We are also
working to restructure our marketing and pricing strategies to
broaden our customer base, and striving to strike a balance
between the prices and the value of merchandise offered at
the same time.

On the other hand, the labour costs remained as an issue.


As per the 2016 Budget, the government stipulates that
the minimum wage for workers in the private sector to be
increased. The rising labour costs will be another burden for
the Group.

Although the growth in the market had been slowed down,


focus onto the respective business channels will be realigned
in order to retain or further grow our market share. In spite of
the overall weak economic outlook that will affect the Group
directly or indirectly, the Group remained optimistic in the
fashion retail market.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


6

PROFILE
OF
DIRECTORS

SEOW KHIM SOON


(Executive Chairman)

Seow Khim Soon, aged 54, Malaysian, is currently the Executive


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 Groups business to its current level.

His spouse, Wong Seow Mooi is a member of the Board.


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

DR. MOHD AMIR SHARIFUDDIN BIN HASHIM


(Non-Independent Non-Executive Deputy Chairman)

Dr. Mohd Amir Sharifuddin Bin Hashim, aged 69, Malaysian, is currently the Deputy Chairman (Non-Independentw
Non-Executive) of the Group. He was appointed to the Board on 17 August 2007 and became a member of the
Nomination Committee on 26 November 2007.

He is a graduate of Victoria University of Wellington, New Zealand with a Bachelor of Arts degree, Diploma of Education and
a Post-Bachelor of Education. He also holds a Master of Arts (Hons) and a Doctorate in Business Studies (PhD) from Massey
University, New Zealand. He is a member of the Malaysian Institute of Management (MIM), and a life member of the Malaysian
Educational Association.

Dr. Mohd. Amir started his career in 1974 as a tutor in University Kebangsaan Malaysia (UKM) and subsequently promoted to
Associate Professor and Deputy Dean, Faculty of Education. While in Government, he was on several committees including the
Implementation and Coordination Unit (ICU) at the Prime Ministers Department, Editor of several academic journals and External
examiner to several overseas and local universities. In 1995, he opted for early retirement to join Perbadanan Usahawan Nasional
Berhad (PUNB) as General Manager and was Senior General Manager and Acting Chief Executive Officer. He then left PUNB in
2002 to be an Independent Consultant. He was also the Deputy President and life member of Malaysian Young Entrepreneurs
Association (PUMM). He was on the Board of Poh Kong Holdings Berhad as an Independent Non-Executive Director, and served
as the Chairman of the Nomination Committee and a member of the Audit Committee and Remuneration Committee until 2007.
He was also a member of FELDA Social and Development Committee. His last post in Government was as Principal Fellow in
Entrepreneurship at Universiti Kebangsaan Malaysia from 2010 to 2012. He is an external examiner for DBA degree at Binary
University College.

Since August 2014, Dr. Amir was made Professor of Entrepreneurship at Cyberjaya University College of Medical Sciences
(CUCMS). He is also Head of MBA Degree programme.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


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PROFILE OF DIRECTORS

HAM HON KIT


(Managing Director)

Ham Hon Kit, aged 54, 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.
......................................................................................................................................................................................................

WONG SEOW MOOI


(Non-Independent Executive Director)

Wong Seow Mooi, aged 54, Malaysian, is currently the Non-Independent Executive Director of the Company. She was appointed
to the Board on 17 August 2007 and was re-designated as an Executive Director on 26 November 2007. She started her career
in retailing within the family business in 1985 in the Sales and Operations Department. She left the Company in 1992 and rejoined
the Group as Director in 2002.

Madam Wong brings with her many years of experience in fashion retailing.

Her spouse, Seow Khim Soon is a member of the Board.


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

Yeoh Chin Hoe


(Independent Non-Executive Director)

Yeoh Chin Hoe, aged 65, Malaysian, is an Independent Non-Executive Director of the Company, and is also the Chairman
of Audit Committee and a member of Nomination and Remuneration Committee. He was appointed to the Board on 17
August 2007. Upon graduating with a Diploma in Business Studies from the Aberdeen College of Commerce (Scotland)
in 1973, Mr. Yeoh obtained his training in accountancy in Spicer and Pegler, Chartered Accountants, London, United
Kingdom from 1974 to 1978. He is now a Fellow of the Association of Chartered Certified Accountants, a member
of the Malaysian Institute of Accountants and a member of the Malaysian Institute of Certified Public Accountants
and a Fellow of the Institute of Chartered Secretaries and Administrators (UK). He later obtained a Master
degree in Business Administration (General Management) from University Putra Malaysia in August 1997.
He is also a Chartered Audit Committee Director of the Malaysian Institute of Internal Auditors.

Mr. Yeoh joined Harrisons & Crosfield (Malaysia) Sdn. Bhd. (now Harrisons Trading (Peninsular)
Sdn. Bhd.) (HTP) in 1980 as an Internal Auditor before being promoted to Deputy Chief
Accountant and later, Chief Accountant prior to his appointment as Director of Finance
in August 1990. He was subsequently appointed the Managing Director of HTP in
November 1997. He was responsible for the overall company policy and operations
and cost control of HTP. He retired in HTP in January, 2006. In the same year, he
set up a business management consulting firm called BPI Corptall Consulting
Sdn. Bhd. where he is the Managing Director. As a consultant, he specialises
in business process improvements and advisory and assurance services.

Mr. Yeoh is also currently an Independent Non-Executive Director


and Chairman of Audit Committee of Weida (M) Berhad and Chin
Hin Group Bhd.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


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PROFILE OF DIRECTORS

Lee Yuet Sum


(Independent Non-Executive Director)

Mr. Lee Yuet Sum, aged 66, Malaysian, is an Independent Non-


Executive Director of the Company. He was appointed to the Board on
25 February 2010 as a Non-Independent Non-Executive Director and was
later re-designated as Independent Non-Executive Director on 30 May 2013.
Mr. Lee obtained his LCCI in 1969 and started his career with a multinational
company. He joined Kumpulan Voir Sdn Bhd in 1988 as a Manager and promoted to
General Manager in 1993. He was appointed to the Board of Kumpulan Voir Sdn Bhd in
2001 and was the Head of Human Resource since 2007, he retired on 31 December 2009
and resigned as Director from Kumpulan Voir Sdn Bhd on 12 February 2010.
...................................................................................................................................................

Leow Bock Lim


(Independent Non-Executive Director)

Leow Bock Lim, aged 73, Malaysian, is an Independent Non-Executive Director of the Company and is the
Chairman of the Nomination and Remuneration Committee and is also a member of Audit Committee. He was
appointed to the Board on 17 August 2007. He is also an Independent Non-Executive Director of Chuan Huat
Resources Berhad and Pineapple Resources Berhad. Mr. Leow is an associate member of the Institute of Chartered
Secretaries and Administrators and an associate member of the Institute of Canadian Bankers.

He is a retired banker with over 35 years of banking experience in various local and foreign banks. He began his banking career
with the OCBC Bank in 1960. In 1962, he left to join United Malayan Banking Corporation Berhad as an Operations Officer.
Between 1966 and 1970, he held various operational and treasury positions in The Chase Manhattan Bank. In 1971 and 1972,
he served as the Chief Operating Officer of the Oriental Bank Berhad. Between 1973 and 1977, he was the Treasury Head of
The Bank of Nova Scotia. He joined the Security Pacific Asian Bank in 1978 and was its Country Head for 12 years. In 1994 he
joined Alliance Bank Berhad as its Senior Vice President and served as its Head of Treasury and International Banking prior to his
retirement in 2000.
......................................................................................................................................................................................................

Shaari Bin Haron


(Independent Non-Executive Director)

Encik Shaari Bin Haron, aged 65, 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. En. 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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


9

STATEMENT ON
CORPORATE GOVERNANCE

The Board is committed to good practices in corporate governance to safeguard the interest of all stakeholders. The Board will
continue to ensure the principles set out in the Malaysian Code on Corporate Governance 2012 (MCCG 2012) are practiced and
adopted to its best endeavors.

The application and compliance extent of the principles and recommendations set out in the MCCG 2012 by the Company during
the financial year ended 31 December 2015 are as follow:

ESTABLISH CLEAR ROLE AND RESPONSIBILITY

Clear Function of the Board and Management


The Board oversees the Company and makes decisions on matters requiring its approval including announcement of financial
results, declaration of dividends, issuance of new securities, annual budget, acquisition of material assets or companies, inter alia.
The Board delegates some of the Boards authority to the Executive Directors representing the Management and various Board
Committees to achieve the best business results.

Clear Roles and Responsibilities


The Board monitors progress of Groups strategies and performance, ensures management continuity with proper succession plan,
reviews internal control and risk management system. The Board delegates some of these responsibilities to Board Committees
such as the Audit Committee, the Nomination Committee and the Remuneration Committee.

Formalizing Ethical Standard through a Code of Conduct


The Companys code of ethical standards are set out in the Companys Employee Handbook under the section called Code of
Business Conduct, which include compliance with laws and regulations, ethical business conduct and fair dealing, conflict of
interest, confidentiality, gift and entertainment policy.

Strategies Promoting Sustainability


The Company promotes sustainability through its efforts on producing quality control, rejects harmful material and ingredient,
participates in charitable events, improving customer satisfaction, diversifying business segments and channels, reviewing the
segmental business performance on a periodically basis and strategize business plan, improving employees welfare and retaining
programs, with policy mentioned above the Company will be able work towards a better results and improve on sustainability.

Access to Information and Advice


The Directors have individual and independent access to management staffs in order to obtain relevant information on issues
under respective portfolio. The Board may also seek for independent professional advice under company expense to discharge
their duty when necessary.

Support from Qualified and Competent Company Secretary


The Board is satisfied with the performance and support given by the Company Secretary who remains as a professional role in
providing valuable and relevant advice in order to support the Directors on maintaining good corporate governance control.

Board Charter
The Board Charter provides clarity on Board practices in upholding corporate governance and serves as a reference point for
Board activities which including the following key areas:
The Board principal role and responsibilities;
The Board structure, including Board balance and Directors tenure;
The Board members, Board committees, key management officers, company secretary roles and responsibilities;
The Board governance processes, including meetings, appointment, reappointment and removal of Directors;
The Board Committees, including the terms and references of the Audit, Nomination and Remuneration Committees.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


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STATEMENT ON CORPORATE GOVERNANCE

STRENGTHEN COMPOSITION

The Board has established the following committees to assist the Board in discharging its duties and responsibilities:-

The Audit Committee comprises:-

Yeoh Chin Hoe (Chairman) Independent Non-Executive Director


Leow Bock Lim Independent Non-Executive Director
Shaari Bin Haron Independent Non-Executive Director

The summary terms of reference of the Audit Committee (including its key function, roles and responsibilities) have been approved
by the Board, and the summary of Audit Committees activities for the financial year ended 31 December 2015 can be found in
the Audit Committee Report.

The Nomination Committee comprises:-

Leow Bock Lim (Chairman) Independent Non-Executive Director


Yeoh Chin Hoe Independent Non-Executive Director
Dr. Mohd Amir Sharifuddin B. Hashim Non-Independent Non-Executive Director

The Nomination Committee, under its terms of reference, performs annual review on the required mix of competencies, commitment
and performance of Board members and the effectiveness of the Board and Committees as a whole and review Board succession
plan.

The main activities carried out by the Nomination Committee in 2015 are as follow:
reviewed the required mix of skills and experience and other qualities of the Directors and to assess the effectiveness of the
Board as a whole;
discussed and determine the directors retiring by rotation in accordance with the Articles of Association of the Company;
reviewed trainings attended by the Directors, assess the training needs and recommend suitable orientation, education,
training programme for the continuous development of each Directors.

The Board has established a formal evaluation process to assess the effectiveness of the Board and Board Committees in term
of their composition, independency, effectiveness and accountability, and the contribution and performance of individual Directors
and Chief Executive including their roles and responsibilities, competency and expertise.

For the financial year ended 31 December 2015, the Board was satisfied that the Board and Board Committees have discharged
their duties and responsibilities effectively. The Board was also satisfied that the Board composition in terms of size, the balance
between executive, non-executive and independent Directors and mix of skills were adequate.

The Remuneration Committee members are:-

Leow Bock Lim (Chairman) Independent Non-Executive Director


Yeoh Chin Hoe Independent Non-Executive Director
Seow Khim Soon Executive Director

The Remuneration Committee is responsible for establishing a formal and transparent policy on Executive Directors remuneration
and to fix the remuneration of individual directors. The Executive Directors abstain from participating in discussions and decisions
on matters directly involving them to avoid any conflict of interest.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


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STATEMENT ON CORPORATE GOVERNANCE

The range and aggregate remuneration received by Directors for the financial year ended 31 December 2015 is set out in the Notes
to the Financial Statements.

The attendances of Directors who are members of Board Committee during the financial year ended 31 December 2015 are as
follow:

Nomination Remuneration
Directors Designation Audit Committee Committee Committee

Mr. Seow Khim Soon Executive Chairman Non member Non member 1/1

Dr. Mohd Amir Sharifuddin Non-Independent Non member 1/1 Non member
B. Hashim Non-Executive
Deputy Chairman

Mr. Ham Hon Kit Managing Director Non member Non member Non member

Mdm. Wong Seow Mooi Executive Director Non member Non member Non member

Mr. Yeoh Chin Hoe Independent Non- 5/5 1/1 1/1


Executive Director

Mr. Leow Bock Lim Independent Non- 5/5 1/1 1/1


Executive Director

En. Shaari Bin Haron Independent Non- 4/5 Non member Non member
Executive Director

Mr. Lee Yuet Sum Independent Non- Non member Non member Non member
Executive Director

REINFORCE INDEPENDENCE

Annual Assessment of Independence


The Board assesses the independence of Independent Non-Executive Directors annually, and takes into account the individual
Directors ability to exercise independent judgment to board deliberations and effective functioning of the Board. As at the date of
this report, none of the Directors has exceeded 9 years tenure with the Board of the Company.

Composition of Board
The Board has 8 members. 5 of them are non-executive members, 4 of whom are Independent. The composition of the Board
complied with paragraph 15.02 of the Main Market Listing Requirement of Bursa Malaysia Securities Berhad. The Board is led by
Mr. Seow Khim Soon, a non-independent Director, who remains objective in expressing his views in board deliberations, and this
does not interfere with their ability to act in the best interest of the Company.

In accordance with the Companys Articles and Associations (the Articles), at least one-third (1/3), or the number nearest one-
third (1/3) of the remaining directors including Managing Directors shall retire from office and be eligible for re-election at each
Annual General Meeting provided that all Directors shall retire from office at least once in every three years but shall be eligible for
re-election. Directors who are over the age of seventy years shall retire at every AGM and may offer themselves for re-appointment
to hold office until the conclusion of the next AGM.

Relationship with the Auditors


The Audit Committee maintains a formal and transparent relationship with the Groups auditors, both internal and external. The
Audit Committee has explicit authority to communicate directly with the external and internal auditors. The external and internal
auditors are invited to be present at all of the Audit Committee meetings.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


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STATEMENT ON CORPORATE GOVERNANCE

FOSTER COMMITMENT

Time Commitment
The Board is satisfied with the level of time commitment contributed by the Directors in discharging their roles and responsibilities
as Directors of the Company. Their attendances at the Board Meeting during the financial year ended 31 December 2015 are as
follow:

Meetings
Directors Designation Attended %

Mr. Seow Khim Soon Executive Chairman 4/5 80

Dr. Mohd Amir Sharifuddin Non-Independent Non-Executive 5/5 100


B. Hashim Deputy Chairman

Mr. Ham Hon Kit Managing Director 4/5 80

Mdm. Wong Seow Mooi Executive Director 4/5 80

Mr. Yeoh Chin Hoe Independent Non-Executive Director 5/5 100

Mr. Leow Bock Lim Independent Non-Executive Director 5/5 100

En. Shaari Bin Haron Independent Non-Executive Director 3/5 60

Mr. Lee Yuet Sum Independent Non-Executive Director 5/5 100

Training
All the Directors are encouraged to attend courses whether in-house or external as part of continue development in gaining
relevant knowledge and updates. During the financial year ended 31 December 2015, the Directors received regular briefings and
updates on the Groups businesses, operations, risk management, internal controls, corporate governance, finance and any new
or changes to the relevant legislation, rules and regulations.

Directors whom had attended external training during the financial year ended 31 December 2015 are as follow:

Directors Seminar / Training Attended

Mr. Seow Khim Soon How to convene and conduct Annual General Meeting (AGM) or the first AGM of a Joint
and Mr. Ham Hon Kit Management Body or Management Corporation under the Strata Management Act 2013

Dr. Mohd Amir Sharifuddin Financial Management for Senior Executives


B. Hashim

Mr. Yeoh Chin Hoe Workshop on Enhanced Understanding of Risk Management and Internal Control for
Chief Financial Officers, Internal Auditors and Risk Officers

Mr. Leow Bock Lim Risk Management & Internal Control : Workshop for Audit Committee Members

Mr. Lee Yuet Sum The Boards Response In light of rising shareholder engagements

Other Directors who did not attend external training program due to their busy travelling schedules had gained other relevant
knowledge through reading material and relevant trade discussion and functions conducted both locally and internationally.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


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STATEMENT ON CORPORATE GOVERNANCE

UPHOLD INTEGRITY IN FINANCIAL REPORTING

Compliance with Applicable Financial Reporting Standards


The Audit Committee assists the Board in reviewing the financial statements which are prepared in accordance with the provisions
of Company Act, 1965 and the applicable accounting standards in Malaysia, and ensures that they give an accurate, adequate
and complete reporting in order for the Board to present during quarterly results and annual audited results announcements.

Assessing the Suitability and Independence of External Auditors


The Audit Committee conducts annual review of the suitability and independence of External Auditors, The Audit Committee meets
with External Auditors at least twice a year to discuss audit plan, findings and financial statements, at least one of these meetings
is without the presence of any Executive Director and the Management. The External Auditors also made a representation in their
2015 Group Audit Plan to reaffirm their independency of their engagement.

RECOGNISE AND MANAGE RISKS

Risk Management Framework


The Company has set up a Risk Management working group comprising the Executive Director and Management staffs. This
working group will conduct regular review on internal control system, policy and procedure of respective business units, aim to
assist the Board to manage risks and promote sustainability through a structural risk management framework.

Internal Audit Function


The internal audit function of the Group is out-sourced to a professional firm which adopts a risk based audit approach in discharging
their responsibilities. They review companys system of internal control, review of effectiveness of corporate governance, risk
management, regulatory compliances and report on its adequacy and efficiency to the Audit Committee.

ENSURE TIMELY AND HIGH QUALITY DISCLOSURE

Corporate Disclosure Policy


The Company aims to maintain a clear, transparent and informed communication channel with its shareholders and potential
investors. The Company has delegated certain Executive Directors and Management staffs to be the spoke-persons on official
business and corporate announcements. There is also a Contact Us icon in our Corporate Website to allow any inquiry to be
communicated to the right channel and obtain a response within a reasonable time.

Leveraging on Information Technology for Effective Dissemination of Information


An official Investor Relations (IR) section is incorporated in the Companys website, it provides relevant information on Companys
announcement on a timely basis.

STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS

Encourage Shareholder Participation at General Meetings


The Company serves ample notice to shareholders regarding details of General Meetings, their rights and entitlements to attend
the meetings. The Company also encourages shareholders to attend or appoint appropriate proxies with no qualification restriction
who will have equal rights as members to speak at the meetings.

Encourage Poll Voting


The Chairman will inform shareholders of their right to demand for poll voting in the General Meetings. The Company will conduct
poll voting if so requested by shareholders in the meetings.

Effective Communication and Proactive Engagement with Shareholders


The Company, Board members and senior management will actively and promptly communicate with key shareholders, minority
shareholders and potential institutional and public investors about the development of company business plan and results through
timely official public announcement and meetings, to understand shareholders concerns and expectations in order to plan,
formalize and realign corporate direction in achieving the performance and common goals expected by shareholders, Board
members and the management.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


14

AUDIT
COMMITTEE REPORT

MEMBERS OF THE AUDIT COMMITTEE

The members of the Audit Committee (the Committee) are as follows:-

Yeoh Chin Hoe (Chairman)


Independent Non-Executive Director

Leow Bock Lim


Independent Non-Executive Director

Shaari Bin Haron


Independent Non-Executive Director

TERMS OF REFERENCE

The Committee is governed by the following terms of reference:

1. Composition

The Committee shall be appointed from amongst the board and shall comprise at least three (3) members, a majority of
whom shall be independent directors. All members of the Committee shall be non-executive directors.

All members of the Committee shall be financially literate and at least one shall be a member of the accounting
association or body.

All members of the Committee, including the chairman, will hold office only so long as they serve as directors of the
Company. Should any member of the committee ceases to be a director of the Company, his membership in the
committee would 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 filled within three (3) months.

2. Chairman

The chairman, who shall be elected by the Committee, must be an independent director.

3. Secretary

The company secretary shall be the secretary of the Committee and shall be responsible, in conjunction with the
chairman, for drawing up the agenda and circulating it prior to each meeting.

The secretary shall also be responsible for keeping the minutes of meetings of the Committee and circulating them to
the Committee members.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


15
AUDIT COMMITTEE REPORT

4. Meetings

The quorum for a meeting shall be two (2) members, provided that the majority of members present at the meeting
shall be independent.

The finance director, the representative of internal audit and the external audit shall normally attend meetings. Other
board members may attend meetings upon the invitation of the Committee. However, the Committee shall be able to
convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other directors
and employees of the company, whenever deemed necessary.

The chairman of the Committee shall engage on a continuous basis with senior management, such as the chairman,
the chief executive officer, the finance director, the head of internal audit and the external auditors in order to be kept
informed of matters affecting the Company.

Meetings shall be held four (4) times a year or at a frequency to be decided by the Committee.

5. Rights

The Committee shall:-

(a) have explicit authority to investigate any matter within its terms of reference;
(b) have the necessary resources which it needs to perform its duties;
(c) have full and unrestricted access to any information which it requires in the course of performing its duties;
(d) have unrestricted access to the chief executive officer and the chief financial officer;
(e) have direct communication channels with the external auditors and internal auditors; and
(f) be able to obtain independent professional or other advice in the performance of its duties at the cost of the
Company.

6. Duties

The duties of the Committee shall include a review of:-

(a) the nomination of external auditors;


(b) the adequacy of existing external audit arrangements, with particular emphasis on the scope and quality of the
audit;
(c) the adequacy and effectiveness of the internal control and management information systems;
(d) the financial statements of the Company with both the external auditors and management;
(e) the external auditors audit report;
(f) any management letter sent by the external auditors to the Company and the managements response to such
letter;
(g) any resignation of the Companys external auditors;
(h) the assistance given by the Companys officers to the external auditors;
(i) all areas of significant financial and operational risks and the arrangements in place to contain those risks to
acceptable levels;
(j) all related-party transactions and potential conflict of interests situations; and
(k) the internal audit function including:-
i. the adequacy of the scope, functions, competency and resources of the internal audit function, and that
it has the necessary authority to carry out its work; and
ii. the internal audit programme 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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


16
AUDIT COMMITTEE REPORT

ATTENDANCE OF MEETINGS

There were five meetings held during the financial year ended 31 December 2015 (FY 2015). The details of attendance of
each member at the Committee meetings held during the financial year are stated below:

Meetings
Directors Directorship Attended %

Yeoh Chin Hoe (Chairman) Independent Non-Executive Director 5/5 100

Leow Bock Lim Independent Non-Executive Director 5/5 100

Shaari Bin Haron Independent Non-Executive Director 4/5 80

The partner of the external auditors, Executive Director and relevant members of senior management team attended the
meetings upon the invitation of the Committee.

Deliberations during the Committees meeting including issues discussed and decisions were recorded. Minutes of the
Committees meetings would be tabled for confirmation at the next Committees meeting and subsequently tabled at the Board
meeting for notation.

SUMMARY OF ACTIVITIES

The activities carried out by the Committee during the FY 2015 including:-

(a) Reviewed the unaudited quarterly financial results before recommending the same for the Boards approval.

(b) Reviewed the annual audited financial statements of the Group together with the external auditors before recommending
the same for the Boards approval.

(c) Reviewed the audit plan of internal and external auditors.

(d) Reviewed the related party transactions within the Group for compliance with Bursa Malaysia Securities Berhad Main
Market Listing Requirements.

(e) Considered and recommended the audit fees payable to the internal and external auditors for the Boards approval.

(f) Reviewed the internal audit reports, audit recommendations made and the Managements response to these
recommendations. Where appropriate, the Committee had directed the Management to ratify or improve the current
system based on the internal auditors recommendation for improvement.

(g) Review of the adequacy and competency of the internal audit function and the profiles of the internal auditors.

(h) Reviewed and approved the Audit Committee Report for the inclusion in the Companys Annual Report.

(i) Held meeting with External Auditors twice this year without the presence of any Executive Directors and the
Management to discuss audit and financial matters.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


17
AUDIT COMMITTEE REPORT

INTERNAL AUDIT FUNCTION

The internal audit function has been outsourced, which reports directly to the Committee. The primary responsibility of the internal
audit function is to review the Companys system of control and report on its adequacy, effectiveness and efficiency to the
Committee. The internal audit function adopts a risk based audit approach in auditing objectively to provide assurance that risks
are mitigated to acceptable levels.

Summary of Internal Audit activities for the FY 2015 were:

1. Developing the annual internal audit plan and proposing this plan to the Committee.

2. Conducting scheduled internal audit engagements, using the risk based audit approach and focusing primarily on
the assessment of the effectiveness of internal controls. The internal auditors findings are highlighted in the following
three (3) categories:-

a) Findings of significant importance for senior managements attention.


b) Non-compliance.
c) Areas for improvement.

Management response thereto were obtained and included in the internal audit report.

3. Conducting follow-up reviews to assess if appropriate action has been taken to address issues highlighted in previous audit
reports.

4. Presenting audit findings to the Committee for consideration.

The total cost incurred for the Groups internal audit function during the financial year was approximately RM36,667.00.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


18

STATEMENT ON RISK MANAGEMENT


AND INTERNAL CONTROL

RESPONSIBILITY

The Board of Directors (The Board) is responsible and accountable for the effectiveness and adequacy in maintaining the
Groups overall system of Risk Management and Internal Control (RMIC). The Board will continue review and ensure a proper
system is in place to manage the Groups key risk areas within an acceptable risk profile to achieve the Groups business
objectives, safeguard the Group assets as well as the interest of shareholders, customers, regulators and employees.

The on-going process of the RMIC policy and procedures allows the management to be guided to access and evaluates the
adequacy of RMIC system as and when there are changes to the business environment or regulatory guidelines, it is guided by
the statement on Risk Management & Internal Control: Guidelines for Directors of Listed Issuers.

In view of the limitations inherent in any system of internal control, such a system is designed to monitor the Groups key areas
of risk within an acceptable risk profile, rather than eliminate the risk of failure to achieve the policies and business objectives of
the Group.

The management assists the Board in the implementing the Boards 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.

KEY ACTIVITIES FOR RMIC

The Groups key activities that have been established for continue reviewing and evaluating the effectiveness and adequacy of
the RMIC system include:

The Executive Board conduct regular meetings with all business unit heads from time to time to ensure all Groups
operations are in accordance with the corporate objective, business direction, policies and strategies approved by the
Board;

The Audit Committee members are Independent Non-Executive Directors. The Committee has full access to the key
management staffs, internal and external auditors;

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

Operational structure with defined lines of reporting, responsibility, delegation of authority and accountability are in place;

A Risk Management working group is formed to conduct regular review the risk management framework and update of
the respective risk profiles;

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
compliance of the required standards and guidelines set by the respective regulatory bodies.

Periodic internal audit has been conducted by an independent party to monitor compliance with operating policies
and procedures as well as code of corporate governance, always highlighted significant risk, area of weaknesses and
non-compliances, expecting for immediate rectification or further enhancement;

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


19
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

Executive Directors active involvement in daily operations enable control of operational procedures are complied and
reviewed;

Regular Board Meetings highlight and discuss important issues. Such meetings allow the Board of Directors supervises
and implements appropriate controls and regularly reviews the adequacy of such control on key area from time to time;

Top-level reviews and analyses of actual operational results versus organizational goals or plans and other Key
Performance Indicators (KPIs);

INTERNAL AUDIT FUNCTION

The Board of Directors had outsourced the internal audit function of the Group to an Independent External Party (IEP) to assist
the Audit Committee to provide assurance to Management and the Board that all internal controls are in place, adequate, and
functioning effectively within the acceptable level of expectations.

Activities of IEP are guided by the Annual Audit Strategy Planning Memorandum which is reviewed and approved by the Audit
Committee on a yearly basis. The risk-based audit plan is developed to cover operational and functional controls as well as
financial management that are significant to the overall performance of the Group.

The IEP will prepare the internal audit reports and discuss with and obtain relevant Management response to ensure their
factual accuracy before reporting to the Audit Committee on periodic basis. The Board and the Management will continue
putting efforts to ensure completion of remedial actions and improvement on the internal control system in response to the
recommendations highlighted in the internal audit reports.

REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS

The external auditors have reviewed this Statement on Risk Management and Internal Control for inclusion in the Annual
Report for the financial year ended 31 December 2015 in compliance with paragraph 15.23 of the Listing Requirements, and
reported to the Board that nothing has come to their attention that causes them to believe that the statement is inconsistent
with their understanding of the process adopted by the Board in reviewing the adequacy and integrity of the system of internal
control.

CONCLUSION

The Board had received assurance from the Group Managing Director and the Financial Controller during the Audit
Committee meeting held on 29 February 2016, that the Groups risk management and internal control system in place is
operating adequately and effectively in all material aspects.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


20

DIRECTORS RESPONSIBILITIES STATEMENTS


FOR THE ANNUAL AUDITED FINANCIAL STATEMENTS

a) The Directors are required by the Companies Act, 1965 (the Act) to prepare financial statements for each financial
year which have been made out in accordance with the provisions of the Act and Malaysian Financial Reporting
Standards and International Financial Reporting Standards.

b) The Directors are responsible to take reasonable steps to ensure that the financial statements give a true and fair view of
the state of affairs of the Group and of the Company, and of the results of the operations and cash flows of the Group and
of the Company for the financial period.

c) In preparing the financial statements, the Directors have:

adopted suitable accounting policies and applied them consistently;


made judgements and estimates that are reasonable and prudent; and
prepared financial statements on a going concern basis.

d) The Directors are responsible to ensure that the Group and the Company maintain accounting records which disclose
with reasonable accuracy the financial position of the Group and of the Company, and which enable them to ensure that
the financial statements comply with the Act.

e) The Directors are also responsible for taking reasonable steps to safeguard the assets of the Group, and to detect and
prevent fraud and other irregularities.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


REPORTS
AND
FINANCIAL
STATEMENTS
22 // DIRECTORS REPORT

26 // STATEMENT BY DIRECTORS

26 // STATUTORY DECLARATION

27 // INDEPENDENT AUDITORS REPORT

29 // STATEMENTS OF PROFIT OR LOSS AND


OTHER COMPREHENSIVE INCOME

30 // STATEMENTS OF FINANCIAL POSITION

32 // CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY

34 // STATEMENTS OF
CASH FLOWS

36 // NOTES TO THE
FINANCIAL STATEMENTS

81 // SUPPLEMENTARY INFORMATION - DISCLOSURE


OF REALISED AND UNREALISED PROFITS
22

DIRECTORS REPORT

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 2015.

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

Group Company
RM RM

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


Owners of the Company (4,205,250) (459,152)
Non-controlling interests (67,952) -

(4,273,202) (459,152)

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 2015.

RESERVES AND PROVISIONS

During the financial year ended 31 December 2015, the Company had issued 12,000,000 new ordinary share of RM0.50 each
for cash to new shareholders under a private placement exercise, this exercise had been completed with the listing of 12,000,000
new Voir Shares on the Main Market of Bursa Securities on 5 November 2015.

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 19 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 since the date of the last Report and at the date of this Report are :-

Seow Khim Soon


Mohd. Amir Sharifuddin Bin Hashim
Ham Hon Kit
Yeoh Chin Hoe
Leow Bock Lim
Wong Seow Mooi
Shaari Bin Haron
Lee Yuet Sum

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


23
DIRECTORS REPORT

DIRECTORS INTERESTS

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

Ordinary shares of RM0.50 each


Balance at Balance at
The Company 1.1.2015 Acquired Disposed 31.12.2015

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


Ham Hon Kit - direct 800,000 - - 800,000
Wong Seow Mooi - indirect 66,933,056 - - 66,933,056
Mohd. Amir Sharifuddin Bin Hashim - indirect 9,919,058 - (3,950,000) 5,969,058
Lee Yuet Sum - direct 133,332 - - 133,332

Number of Warrants in the Company


Balance at Exercised / Balance at
The Company 1.1.2015 Acquired Sold 31.12.2015

Seow Khim Soon - indirect 33,466,533 - - 33,466,533


Ham Hon Kit - direct 400,000 - - 400,000
Wong Seow Mooi - indirect 33,466,533 - - 33,466,533
Mohd. Amir Sharifuddin Bin Hashim - indirect 4,959,529 - - 4,959,529
Lee Yuet Sum - direct 66,666 - - 66,666

Ordinary shares of RM1 each


Balance at Balance at
1.1.2015 Acquired Disposed 31.12.2015

Holding company
- Marvellous Future Sdn. Bhd.
Seow Khim Soon - direct 7,800,001 - - 7,800,001
Wong Seow Mooi - direct 4,200,001 - - 4,200,001
Ham Hon Kit - direct - 260,000 - 260,000

By virtue of Messrs. Seow Khim Soons, Wong Seow Moois and Ham Hon Kits interests in the holding company, they are
deemed to be interested in the shares of the Company and all the subsidiaries of the Company to the extent of the
Companys interests in the respective subsidiaries as disclosed in Note 12 to the Financial Statements.

Mohd. Amir Sharifuddin Bin Hashim has deemed interest in the shares of the Company and all the subsidiaries.

None of the other Directors holding office as at 31 December 2015 had any interest in the shares of the Company and its
related corporations during the financial year.

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

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


24
DIRECTORS REPORT

DIRECTORS BENEFITS

During and at the end of the financial year, no arrangement subsisted to which the Company 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 a
benefit included in the aggregate amount of remuneration received or due and receivable by Directors as shown in the financial
statements of the Group and of the Company) 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.

STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS

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

(a) to ascertain that proper action has 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 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 writing 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.

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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


25
DIRECTORS REPORT

OTHER STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS (contd)

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.

HOLDING COMPANY

The Directors regard Marvellous Future Sdn. Bhd., a company incorporated in Malaysia as the Companys holding company.

SIGNIFICANT EVENT AFTER REPORTING PERIOD

Subsequent to the financial year end, Vista Lestari Development Sdn Bhd (Vista Lestari) 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.

Upon fulfilment of the conditions precedents under the SPA and completion of the Proposed Acquisition, Vista Lestari will hold
approximately 50.71% equity interest in the Company.

Accordingly, pursuant to Section 218(2) of the Capital Markets and Services Act, 2007 (CMSA) and Section 9(1), Part III of the
Malaysian Code on Take-Over and Mergers, 2010 (Code), Vista Lestari will be obliged to extend a Mandatory General Offer
(MGO) to acquire the all the remaining Voir Shares not already held by Vista Lestari and its persons acting in concert (PAC) after
the Proposed Acquisition and such number of new Voir Shares that may be issued pursuant to the exercise of any outstanding
Warrants prior to the close of the Proposed MGO and all the remaining Warrants not already held by Vista Lestari and its PACs.

AUDITORS

The auditors, Messrs. HLB Ler Lum, Chartered Accountants, have expressed their willingness to continue in office.

Signed on behalf of the


Board in accordance with
a resolution of the Directors,

__________________________________
Seow Khim Soon

Dated : 8 April 2016 __________________________________


Kuala Lumpur Ham Hon Kit

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


26

STATEMENT BY DIRECTORS

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 2015
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 the


Board in accordance with
a resolution of the Directors,

__________________________________
Seow Khim Soon

Dated : 8 April 2016 __________________________________


Kuala Lumpur Ham Hon Kit

STATUTORY DECLARATION

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 by


the abovenamed TANG KIAN HIONG at __________________________________
Kuala Lumpur on 8 April 2016 Tang Kian Hiong

Before me :

_____________________________________
Commissioner for Oaths

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


27

INDEPENDENT AUDITORS REPORT


TO THE MEMBERS OF VOIR HOLDINGS BERHAD

Report on the Financial Statements

We have audited the financial statements of Voir Holdings Berhad, which comprise the Statements of Financial Position of the
Group and of the Company as at 31 December 2015, 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
a summary of significant accounting policies and other explanatory information, as set out on pages 21 to 80.

Directors Responsibility for the Financial Statements

The Directors of the Company are responsible for the preparation of financial statements so as to give a true and fair view in
accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of
the Companies Act, 1965 in Malaysia. The Directors are also responsible for such internal control as the Directors determine are
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance
with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on our judgment, including the assessment of risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entitys
preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the
Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company as of 31
December 2015 and of their financial performance and 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.

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 are satisfied that the accounts of the subsidiaries that have been consolidated with the Companys financial statements
are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group
and we have received satisfactory information and explanations required by us for those purposes.

c) 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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


28
INDEPENDENT AUDITORS REPORT
TO THE MEMBERS OF VOIR HOLDINGS BERHAD

Other Reporting Responsibilities

The supplementary information set out on page 81 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad
and is not part of the financial statements. The Directors are responsible for the preparation of the supplementary information in
accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of
Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants
(MIA Guidance) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared,
in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.

Other Matters

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act,
1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

HLB LER LUM


(AF 0276)
Chartered Accountants

LUM TUCK CHEONG


Dated : 8 April 2016 1005/3/17(J/PH)
Kuala Lumpur Chartered Accountant

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


29

STATEMENTS OF PROFIT OR LOSS AND


OTHER COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

Group Company
2015 2014 2015 2014
Note RM RM RM RM

Revenue 4 160,894,517 172,785,068 - -

Cost of sales 5 (87,026,786) (90,220,662) - -

Gross profit 73,867,731 82,564,406 - -

Other operating income 1,291,448 2,516,929 - -

Selling & distribution costs (66,890,817) (71,747,371) - -

Administration expenses (10,529,760) (12,019,983) (459,152) (378,340)

Finance costs 6 (1,664,869) (2,063,482) - -

Share of results of an associate - (27,965) - -

Loss before tax 7 (3,926,267) (777,466) (459,152) (378,340)

Income tax expense 8 (346,935) (483,856) - -

Loss for the year (4,273,202) (1,261,322) (459,152) (378,340)

Other comprehensive income, net of tax - - - -

Total comprehensive loss for the year (4,273,202) (1,261,322) (459,152) (378,340)

Profit / (Loss) and total comprehensive


income / (loss) attributable to:

Owners of the Company (4,205,250) (1,264,360) (459,152) (378,340)

Non-controlling interests (67,952) 3,038 - -

(4,273,202) (1,261,322) (459,152) (378,340)

Earnings / (Loss) per share for the year


attributable to owners of the Company
(sen) - Basic 9 (3.19) (1.05)

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

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


30

STATEMENTS OF FINANCIAL POSITION


AS AT 31 DECEMBER 2015

Group Company
2015 2014 2015 2014
Note RM RM RM RM

ASSETS

Non-current assets

Property, plant & equipment 10 11,945,569 16,950,526 - -


Investment properties 11 2,447,148 3,321,319 - -
Investment in a subsidiary 12 - - 73,135,552 68,830,126
Investment in an associate 13 - 30,622 - -
Other investments 14 17,484 17,484 - -
Intangible assets 15 505,344 559,680 - -

14,915,545 20,879,631 73,135,552 68,830,126

Current assets

Inventories 16 76,695,759 84,778,072 - -


Trade receivables 17 22,234,035 21,850,906 - -
Other receivables, deposits & prepayments 17 12,051,534 12,772,204 16,897 22,338
Income tax assets 148,749 274,308 - 239,358
Deferred tax assets 23 190,000 - - -
Cash & bank balances 7,565,897 2,880,608 33,777 61,049

118,885,974 122,556,098 50,674 322,745

Total assets 133,801,519 143,435,729 73,186,226 69,152,871

EQUITY AND LIABILITIES

Equity
Share capital 19 66,000,000 60,000,000 66,000,000 60,000,000
Share premium 20 101,898 101,898 101,898 101,898
Retained earnings 22,761,229 26,966,479 7,012,486 7,471,638

Equity attributable to owners of the Company 88,863,127 87,068,377 73,114,384 67,573,536

Non-controlling interests 77,346 145,767 - -

Total equity 88,940,473 87,214,144 73,114,384 67,573,536

Non-current liabilities

Borrowings 21 1,188,193 2,555,423 - -


Deferred tax liabilities 23 - 114,657 - -

1,188,193 2,670,080 - -

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

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


31
STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2015

Group Company
2015 2014 2015 2014
Note RM RM RM RM

Current liabilities

Trade payables 24 12,402,444 18,368,492 - -


Other payables, deposits & accruals 24 7,865,332 10,067,137 71,842 85,120
Borrowings 21 23,261,849 24,863,165 - -
Amount due to subsidiaries 12 - - - 1,494,215
Income tax liabilities 143,228 252,711 - -

43,672,853 53,551,505 71,842 1,579,335

Total liabilities 44,861,046 56,221,585 71,842 1,579,335

Total equity and liabilities 133,801,519 143,435,729 73,186,226 69,152,871

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

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


32

CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

Attributable to owners of the Company

Non-distributable Distributable
Non-
Share Share Retained controlling Total
capital premium earnings Total interests equity
RM RM RM RM RM RM

Balance at 1 January 2014 60,000,000 101,898 28,487,367 88,589,265 142,729 88,731,994

Total comprehensive
expense for the year - - (1,264,360) (1,264,360) 3,038 (1,261,322)

Transactions with owners


of the Company:

Warrant issuance expenses - - (256,528) (256,528) - (256,528)

Balance at
31 December 2014 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

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

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


33

STATEMENT OF CHANGES IN EQUITY


FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

Attributable to owners of the Company


Non-distributable Distributable
Share Share Retained Total
capital premium earnings equity
RM RM RM RM

Balance at 1 January 2014 60,000,000 101,898 8,106,506 68,208,404

Total comprehensive income for the year - - (378,340) (378,340)

Transaction with owners of the Company:

Warrant issuance expenses - - (256,528) (256,528)

Balance at 31 December 2014 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

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

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


34

STATEMENTS OF CASH FLOWS


FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

Group Company
2015 2014 2015 2014
RM RM RM RM

Cash flows from operating activities


Profit / (Loss) before tax (3,926,267) (777,466) (459,152) (378,340)
Adjustment for:-
Allowance for impairment on receivables 157,835 265,683 - -
Amortisation 74,624 74,624 - -
Bad debts written off - 197,670 - -
Depreciation 7,397,104 7,810,566 - -
Dividend income (231) (213) - -
Inventories written down - 453,857 - -
Inventories written off 304,470 88,672 - -
Interest expenses 1,664,869 2,063,482 - -
Loss on derecognition of associated company 30,903 - - -
Gain on disposal of property, plant & equipment
and investment property (1,125,210) (2,000,527) - -
Property, plant & equipment written off 361,380 846,496 - -
Share of loss of equity-accounted investee - 27,965 - -
Unrealised loss/(gain) on foreign exchange - net (1,014) 16,461 - -

Operating profit/(loss) before


working capital changes 4,938,463 9,067,270 (459,152) (378,340)
Decrease/(Increase) in inventories 7,809,522 7,277,586 - -
Decrease/(increase) in receivables 1,825,245 7,321,358 5,441 73,194
(Decrease)/increase in payables (8,004,135) (1,689,066) (13,277) (10,636)
Changes in inter-company balances - - (5,799,638) 582,460
Cash generated from/ (absorbed by) operations 6,569,095 21,977,148 (6,266,626) 266,678
Dividends received 231 213 - -
Interest received - - - -
Interest paid (1,671,957) (2,034,642) - -
Income tax paid (897,812) (1,031,860) - -
Income tax refunded 262,296 19,372 239,358 -
Net cash from operating activities 4,261,853 18,930,231 (6,027,268) 266,678

Cash flows from investing activities

Investment in subsidiary (20,100) - (4) -


Proceeds from disposal of property,
plant & equipment 73,105 973,226 - -
Purchase of property, plant & equipment (2,662,039) (6,671,674) - -
Net cash used in investing activities (2,609,034) (5,698,448) (4) -

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

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


35
STATEMENTS OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

Group Company
2015 2014 2015 2014
RM RM RM RM

Cash flows from financing activities


Issued of new ordinary shares 6,000,000 - 6,000,000 -
Warrant issuance expenses - (256,528) - (256,528)
Proceeds from borrowings 1,586,846 592,947 - -
Repayment of borrowings (4,215,890) (6,211,902) - -
Net cash from / (used in) financing activities 3,370,956 (5,875,483) 6,000,000 (256,528)

Net changes in cash and cash equivalents 5,023,775 7,356,300 (27,272) 10,150
Effect of exchange rate change on cash held 1,014 (16,461) - -
Cash and cash equivalents brought forward 2,439,340 (4,900,499) 61,049 50,899
Cash and cash equivalents carried forward 7,464,129 2,439,340 33,777 61,049

NOTES TO THE STATEMENTS OF CASH FLOWS

(a) Cash and cash equivalents comprise:-


Cash & bank balances 7,565,897 2,880,608 33,777 61,049
Bank overdrafts (101,768) (441,268) - -
7,464,129 2,439,340 33,777 61,049

(b) Analysis of foreign currency exposure profile of cash and cash equivalents is as follows:-
Ringgit Malaysia (RM) 7,458,677 2,434,902 33,777 61,049
United States Dollar (USD) 5,452 4,438 - -
7,464,129 2,439,340 33,777 61,049

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


Cash 2,662,039 6,671,674 - -
Finance lease arrangements - 254,000 - -
Other accruals 26,386 231,147 - -
2,688,425 7,156,821 - -

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

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


36

NOTES TO THE FINANCIAL STATEMENTS

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 B


Megan Avenue II
12, Jalan Yap Kwan Seng
50450 Kuala Lumpur

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

Lot 1878, Jalan KPB 9


Kawasan Perindustrian Kampung Baru Balakong
Off Jalan Balakong
43300 Seri Kembangan
Selangor Darul Ehsan

2 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Groups 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 Groups 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 Groups policy to engage in speculative transactions.

(a) Credit risk

Credit risk is the potential exposure of the Group to losses in the event of nonperformance 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 17 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 Groups and the Companys financial liabilities based on undiscounted contractual
payments are as disclosed in Note 28 to the Financial Statements.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


37
NOTES TO THE FINANCIAL STATEMENTS

2 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (contd)

(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 Groups and the
Companys 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 RM120,650 (2014: RM134,720) in the Groups profit before tax.

(d) 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 trade payables which are unhedged
are as disclosed in Note 24 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 Groups profit before tax by approximately RM31,510
(2014: RM20,680).

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.

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 Groups and the Companys functional
currency.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


38
NOTES TO THE FINANCIAL STATEMENTS

3 SIGNIFICANT ACCOUNTING POLICIES (contd)

(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
Company for the financial year beginning 1 January 2015.

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 Groups 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 Groups 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 Groups
property, plant & equipment as at reporting date would affect the Groups profit or loss by approximately
RM597,280 (2014: RM847,530).

(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 Groups and the Companys loans and receivables (other than cash & bank
balances) at the reporting date are disclosed in Note 29 to the Financial Statements. If the present value of
estimated future cash flows varies by 1% from managements estimates, the Groups and the Companys
allowance for impairment will be increased by approximately RM341,200 (2014: RM338,174) and
RM150 (2014: RM196) respectively.

(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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


39
NOTES TO THE FINANCIAL STATEMENTS

3 SIGNIFICANT ACCOUNTING POLICIES (contd)

(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 assets 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.

(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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


40
NOTES TO THE FINANCIAL STATEMENTS

3 SIGNIFICANT ACCOUNTING POLICIES (contd)

(E) Investment properties (contd)

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 leases

Freehold 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 Groups
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 Companys 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 deconsolidated 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 acquisitionby-acquisition basis, the group recognises any non-controlling
interest in the acquiree either at fair value or at the non-controlling interests proportionate share of
the acquirees net assets. The excess of the cost of acquisition over the fair value of the Groups 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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


41
NOTES TO THE FINANCIAL STATEMENTS

3 SIGNIFICANT ACCOUNTING POLICIES (contd)

(F) Investment in subsidiaries and basis of consolidation (contd)

(i) Acquisition method (contd)

The excess of the fair value of the Groups 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 noncontrolling interest holders. Any difference between
the Groups share of net assets before and after the change, and any consideration received or paid, is
adjusted to or against Groups reserves.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


42
NOTES TO THE FINANCIAL STATEMENTS

3 SIGNIFICANT ACCOUNTING POLICIES (contd)

(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
Groups 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 Groups 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 Groups 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 Companys 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 Groups 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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


43
NOTES TO THE FINANCIAL STATEMENTS

3 SIGNIFICANT ACCOUNTING POLICIES (contd)

(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.

(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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


44
NOTES TO THE FINANCIAL STATEMENTS

3 SIGNIFICANT ACCOUNTING POLICIES (contd)

(I) Financial instruments (contd)

(ii) 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.

(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 assets carrying amount and the present value of estimated future cash
flows discounted at the assets 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 assets acquisition cost (net of any principal repayment and
amortisation), less any impairment loss previously recognised and the assets 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 assets 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 or loss, the impairment
loss is reversed, to the extent that the assets 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 assets 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 assets 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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


45
NOTES TO THE FINANCIAL STATEMENTS

3 SIGNIFICANT ACCOUNTING POLICIES (contd)

(J) Impairment (contd)

(ii) Non-financial assets (contd)

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.

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. Borrowing costs
are recognised in the profit or loss in the period in which they are incurred.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


46
NOTES TO THE FINANCIAL STATEMENTS

3 SIGNIFICANT ACCOUNTING POLICIES (contd)

(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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


47
NOTES TO THE FINANCIAL STATEMENTS

3 SIGNIFICANT ACCOUNTING POLICIES (contd)

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

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

(iv) Commission

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

(v) Dividend income

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

(vi) 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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


48
NOTES TO THE FINANCIAL STATEMENTS

3 SIGNIFICANT ACCOUNTING POLICIES (contd)

(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.

4 REVENUE

Group Company
2015 2014 2015 2014
RM RM RM RM

Sale of goods 154,874,915 166,248,369 - -


Sale of food & beverages 1,367,661 2,077,284 - -
Rental income 359,008 508,142 - -
Royalty 303,656 277,873 - -
Concessionaire fee 2,728,747 2,482,602 - -
Commission 1,260,299 1,190,585 - -
Dividend income 231 213 - -

160,894,517 172,785,068 - -

5 COST OF SALES

Group
2015 2014
RM RM

Cost of inventories 84,973,730 88,005,323


Packaging & consumable materials 192,732 192,797
Inventories written down - 453,857
Inventories written off 304,470 88,672
Rental of premises - -
Royalties 1,555,853 1,480,013

87,026,785 90,220,662

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


49
NOTES TO THE FINANCIAL STATEMENTS

6 FINANCE COSTS

Group
2015 2014
RM RM

Bank overdrafts interest 302,407 500,910


Bankers acceptance/Trust receipts/Letter of credit interest 1,152,884 1,233,440
Finance lease interest 18,267 20,842
Term loans interest 191,311 308,290
1,664,869 2,063,482

7 PROFIT BEFORE TAX

Group Company
2015 2014 2015 2014
RM RM RM RM

Profit before tax is stated after charging:-

Selling & distribution costs:


Allowance for impairment on receivables - 95,043 - -
Bad debts written off - 197,670 - -
Business operators commission 1,744,640 4,094,154 - -
Depreciation 6,217,370 6,580,318 - -
Hostel rental 139,325 129,407 - -
Property, plant & equipment written off 358,486 845,799 - -
Rental of counters 16,917,161 17,788,468 - -
Rental of equipment 279,247 313,589 - -
Staff costs (including key
management personnel)
- salaries, commission, bonus,
allowances & others 25,713,852 24,754,535 - -
- defined contribution plan expense 2,541,261 2,378,620 - -

Administration expenses:
Auditors remuneration
- current 95,600 112,625 21,000 22,000
- prior years - - - -
Amortisation 74,624 74,624 - -
Allowance for impairment on receivables 157,835 170,640 - -
Depreciation 1,179,734 1,230,248 - -
Directors fees 198,000 210,000 162,000 162,000
Loss on foreign exchange
- realised 159,679 34,812 - -
- unrealised - 16,730 - -

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


50
NOTES TO THE FINANCIAL STATEMENTS

7 PROFIT BEFORE TAX (contd)

Group Company
2015 2014 2015 2014
RM RM RM RM
Profit before tax is stated after charging:- (contd)
Administration expenses: (contd)
Property, plant & equipment written off 2,894 697 - -
Rental of premises 1,681,800 1,684,210 1,800 1,650
Rental of equipment 85 30 85 30
Staff costs (including key
management personnel)
- salaries, commission, bonus,
allowances & others 4,613,409 5,061,203 39,250 60,078
- defined contribution plan expense 519,558 572,112 - -
And crediting:-
Bad debts recovered - (50,000) - -
Gain on disposal of property,
plant & equipment and
investment property (1,125,210) (2,000,527) - -
Gain on goods claimed (11,115) (28,505) - -
Gain on foreign exchange
- realised - (1,588) - -
- unrealised (1,014) (269) - -

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

Group Company
2015 2014 2015 2014
RM RM RM RM
Directors:
Short term employee benefits
- fees 198,000 198,000 162,000 162,000
- salaries, allowances & other
remuneration 1,103,765 1,184,719 39,250 42,750
Post employee benefits
- defined contribution plan 110,908 119,728 - -
1,412,673 1,502,447 201,250 204,750
Other key management personnel:
Short term employee benefits
- fees - 12,000 - -
- salaries, allowances & other
remuneration 1,438,844 1,716,790 - -
Post employee benefits
- defined contribution plan 173,017 189,012 - -
1,611,861 1,917,802 - -
3,024,534 3,420,249 201,250 204,750

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


51
NOTES TO THE FINANCIAL STATEMENTS

7 PROFIT BEFORE TAX (contd)

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 2014 are as follows:-

Salaries,
allowances Defined
& other contribution
Fee remunerations plan Total
RM RM RM RM
2015
Executive Directors 36,000 1,064,515 110,908 1,211,423
Non-executive Directors 162,000 39,250 - 201,250
198,000 1,103,765 110,908 1,412,673

2014
Executive Directors 36,000 1,141,969 119,728 1,297,697
Non-executive Directors 162,000 42,750 - 204,750
198,000 1,184,719 119,728 1,502,447

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 2015 are as follows:-

2015 2014
No. of Directors No. of Directors
Non- Non-
Range of remuneration Executive Executive Executive Executive

Below RM50,000 - 4 - 5
RM50,001 - RM100,000 - 1 - -
RM100,001 - RM150,000 1 - 1 -
RM200,001 - RM250,000 - - - -
RM250,001 - RM300,000 - - 1 -
RM300,001 - RM350,000 1 - 1 -
RM550,001 - RM600,000 1 - 1 -

8 INCOME TAX EXPENSE

Group Company
2015 2014 2015 2014
RM RM RM RM
Malaysian income tax based on
results for the year 597,699 1,011,707 - -
Under/(Over) provision in prior years (5,927) (161,133) - -
Deferred tax (Note 23) (304,657) (417,485) - -
Real property gain tax 59,820 50,767 - -
346,935 483,856 - -

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


52
NOTES TO THE FINANCIAL STATEMENTS

8 INCOME TAX EXPENSE (contd)

A reconciliation of income tax expense applicable to 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 Company
2015 2014 2015 2014
RM RM RM RM

Profit/(Loss) before tax (3,926,267) (777,466) (459,152) (378,340)

Tax calculated at 25% (981,567) (194,366) (114,788) (94,585)


Non-deductible expenses 957,846 648,199 114,788 15,401
Non taxable income (283,084) (542,310) - -

Under/(Over) provision in prior years (5,927) (161,133) - -

Tax effects of unrecognised


tax assets 599,847 682,699 - 79,184

Real property gain tax 59,820 50,767 - -

346,935 483,856 - -

Subject to agreement with the Inland Revenue Board, the Company has exempt income of RM2,142,000 (2014:
RM1,983,055 ) 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)

Group
2015 2014
RM RM

Basic EPS / (LPS)

Profit/(Loss) attributable to owners of the Company (RM) (4,205,250) (1,264,360)

Weighted average number of ordinary shares in issue 132,000,000 120,000,000

Basic EPS / (LPS) (sen) (3.19) (1.05)

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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


10 PROPERTY, PLANT & EQUIPMENT

Counter
equipment,
* Land & furniture & Furniture & Motor Office Renovation & Tools &
buildings fittings fittings vehicles equipment improvement equipment Total
Group - 2015 RM RM RM RM RM RM RM RM

Cost
At 1.1.2015 2,478,430 29,088,683 1,946,637 2,567,926 4,448,516 3,139,640 182,512 43,852,344
Additions - 2,299,775 - - 127,619 259,787 1,244 2,688,425
Disposals - - - (166,885) - - - (166,885)
Write-off - (3,791,569) (180,978) - (617,251) (40,288) - (4,630,086)

At 31.12.2015 2,478,430 27,596,889 1,765,659 2,401,041 3,958,884 3,359,139 183,756 41,743,798

Accumulated
Depreciation
At 1.1.2015 346,750 19,468,033 942,237 1,691,677 2,896,990 1,380,612 175,519 26,901,818
Charge for
the year 46,931 5,459,937 244,623 288,155 608,022 670,535 5,478 7,323,681
Disposals - - - (158,564) - - - (158,564)
Write-off - ( 3,448,114) (180,058) - (600,245) (40,289) - (4,268,706)

At 31.12.2015 393,681 21,479,856 1,006,802 1,821,268 2,904,767 2,010,858 180,997 29,798,229

Net Book Value

VOIR HOLDINGS BERHAD (765218-V)


At 31.12.2015 2,084,749 6,117,033 758,857 579,773 1,054,117 1,348,281 2,759 11,945,569

//
ANNUAL REPOR T 2015
NOTES TO THE FINANCIAL STATEMENTS
53
10 PROPERTY, PLANT & EQUIPMENT (contd) 54
* Land & buildings of the Group are as follows:-

Leasehold land Leasehold building


Freehold (Expires (Expires (Expires (Expires
buildings in 2096) in 2085) in 2096) in 2085) Total
Group - 2015 RM RM RM RM RM RM

Cost
At 1.1.2015 1,017,234 258,165 34,074 1,032,662 136,295 2,478,430

VOIR HOLDINGS BERHAD (765218-V)


Additions - - - - - -

//
Disposals - - - - - -

At 31.12.2015 1,017,234 258,165 34,074 1,032,662 136,295 2,478,430

Accumulated Depreciation
At 1.1.2015 110,849 25,640 6,902 167,429 35,930 346,750
NOTES TO THE FINANCIAL STATEMENTS

Charge for the year 20,345 2,853 385 20,654 2,694 46,931

ANNUAL REPOR T 2015


Disposals - - - - - -

At 31.12.2015 131,194 28,493 7,287 188,083 38,624 393,681

Net Book Value


At 31.12.2015 886,040 229,672 26,787 844,579 97,671 2,084,749
10 PROPERTY, PLANT & EQUIPMENT (contd)

Counter
equipment,
* Land & furniture & Furniture & Motor Office Renovation & Tools &
buildings fittings fittings vehicles equipment improvement equipment Total
Group - 2014 RM RM RM RM RM RM RM RM

Cost
At 1.1.2014 3,090,664 25,608,817 3,159,457 2,578,796 6,019,237 4,210,513 811,052 45,478,536
Additions - 5,127,716 6,910 403,009 114,544 1,503,251 1,391 7,156,821
Disposals (612,234) - (950,506) (413,879) (55,781) - (59,646) (2,092,046)
Write-off - (1,647,850) (269,224) - (1,629,484) (2,574,124) (570,285) (6,690,967)

At 31.12.2014 2 ,478,430 29,088,683 1,946,637 2,567,926 4,448,516 3,139,640 182,512 43,852,344

Accumulated
Depreciation
At 1.1.2014 328,194 15,296,313 1,496,523 1,601,538 3,926,809 2,556,178 757,404 25,962,959
Charge for
the year 59,206 5,667,265 313,171 293,949 637,947 707,282 34,051 7,712,871
Disposals (40,650) - (598,232) (203,810) (41,198) - (45,651) (929,541)
Write-off - (1,495,545) (269,225) - (1,626,568) (1,882,848) (570,285) (5,844,471)

At 31.12.2014 346,750 19,468,033 942,237 1,691,677 2,896,990 1,380,612 175,519 26,901,818

Net Book Value

VOIR HOLDINGS BERHAD (765218-V)


At 31.12.2014 2,131,680 9,620,650 1,004,400 876,249 1,551,526 1,759,028 6,993 16,950,526

//
ANNUAL REPOR T 2015
NOTES TO THE FINANCIAL STATEMENTS
55
10 PROPERTY, PLANT & EQUIPMENT (contd) 56
* Land & buildings of the Group are as follows:-

Leasehold land Leasehold building


Freehold (Expires (Expires (Expires (Expires
buildings in 2096) in 2085) in 2096) in 2085) Total
Group - 2014 RM RM RM RM RM RM

Cost
At 1.1.2014 1,629,468 258,165 34,074 1,032,662 136,295 3,090,664

VOIR HOLDINGS BERHAD (765218-V)


Additions - - - - - -

//
Disposals (612,234) - - - - (612,234)

At 31.12.2014 1,017,234 258,165 34,074 1,032,662 136,295 2,478,430

Accumulated Depreciation
At 1.1.2014 118,910 22,787 6,517 146,776 33,204 328,194
NOTES TO THE FINANCIAL STATEMENTS

Charge for the year 32,589 2,853 385 20,653 2,726 59,206
Disposals (40,650) - - - - (40,650)

ANNUAL REPOR T 2015


At 31.12.2014 110,849 25,640 6,902 167,429 35,930 346,750

Net Book Value


At 31.12.2014 906,385 232,525 27,172 865,233 100,365 2,131,680
57
NOTES TO THE FINANCIAL STATEMENTS

10 PROPERTY, PLANT & EQUIPMENT (contd)

(a) Property, plant & equipment under finance lease

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

Group
2015 2014
RM RM

Motor vehicles 579,280 875,172

(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 :-

Group
2015 2014
RM RM

Freehold buildings 886,040 906,385


Leasehold land & buildings 1,198,709 1,225,295

2,084,749 2,131,680

11 INVESTMENT PROPERTIES

Group
2015 2014
RM RM

Carrying amount:
At 1 January 3,321,319 4,502,009
Depreciation charge (73,423) (97,699)
Disposal (800,748) (1,082,991)

At 31 December 2,447,148 3,321,319

Net Book Value:


Cost 3,271,575 4,228,523
Accumulated depreciation (824,427) (907,204)

At 31 December 2,447,148 3,321,319

Estimated fair value 3,330,000 5,260,000

Investment properties comprise a number of commercial lots and a factory building 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 RM191,835 (2014: RM193,138) where the fair value can not be estimated due to lack of information on the
market price for a similar property.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


58
NOTES TO THE FINANCIAL STATEMENTS

11 INVESTMENT PROPERTIES (contd)

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

Group
2015 2014
RM RM
Rental income 359,008 508,142
Direct operating expenses:
Income generating investment properties 49,087 158,948
Non-income generating investment property 16,095 2,739

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:

2015
Level 1 Level 2 Level 3 Total
Group
Freehold land & buildings - 480,000 - 480,000
Leasehold land & buildings - 2,850,000 - 2,850,000
- 3,330,000 - 3,330,000

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

Level 2
Fair 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.

There is no transfer between Level 1 & Level 2 fair values during the financial year.

Level 3
Fair value is estimated using unobservable inputs for the investment property.

12 SUBSIDIARIES

(a) Investment in a subsidiary

Company
2015 2014
RM RM
Unquoted shares, at cost 37,137,602 37,137,598
Equity capital contribution 35,997,950 31,692,528
73,135,552 68,830,126

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


59
NOTES TO THE FINANCIAL STATEMENTS

12 SUBSIDIARIES (contd)

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

Country of
Incorporation Proportion of ownership
Name of Company and operation Principal Activities interest and voting power
2015 2014
% %

Subsidiary of the Company:-

Kumpulan Voir Sdn. Malaysia Property, investment holdings, 100 100


Bhd. (KVSB) designing, branding & retailing
of fashionable ladies apparels,
footwear & accessories
System Boundary Malaysia Inactive 100 N/A
Sdn. Bhd.
Million Twilight Malaysia Inactive 100 N/A
Sdn. Bhd.
Subsidiaries of KVSB:-

Applemints Apparels Malaysia Designing, branding & retailing 100 100


Sdn. Bhd. of fashionable ladies, mens &
childrens apparels & accessories
Graceful Hall Malaysia Food & beverage and operate as an 100 100
Sdn. Bhd. event organiser
Covo Cosmetics Malaysia Branding and retailing of beauty and 100 100
Sdn. Bhd. wellness products
Green Point Malaysia Dormant 100 100
Sdn. Bhd.
Strong Reach Malaysia Dormant 70 70
Sdn. Bhd.
Triple A Sports Sdn. Malaysia Wholeselling of casual wear, 50.1 30
Bhd. [formerly sportswear, footwear & accessories
known as Scud
Retail (KL) Sdn.
Bhd.]

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 Groups 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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


60
NOTES TO THE FINANCIAL STATEMENTS

12 SUBSIDIARIES (contd)

(e) Acquisition of subsidiary

On 1 September 2015, Kumpulan Voir Sdn Bhd (KVSB) acquired 120,600 ordinary shares of RM1.00 each,
representing 20.1% of the total issued and paid-up capital in Triple A Sports Sdn Bhd (Triple A, formerly known as
Scud Retail (KL) Sdn Bhd), for a total cash consideration of RM20,100.00 resulting Triple A becomes 50.1% owned
subsidiary of KVSB .

13 INVESTMENT IN ASSOCIATE

Group
2015 2014
RM RM

Unquoted shares, at cost - 180,000


Share of post-acquisition losses - (149,378)
- 30,622

Country of
Incorporation Proportion of ownership
Name of Company and operation Principal Activities interest and voting power
2015 2014
% %
Triple A Sports Sdn. Malaysia Retailing of sportswear and -* 30
Bhd. [formerly known related accessories
as Scud Retail (KL)
Sdn. Bhd.]

The associate was audited by a firm other than HLB Ler Lum for the financial year ended 31 December 2014.

The associate is accounted for using the equity method in the consolidated financial statements.

* As disclosed in Note 12, the associate has been reclassified as a subsidiary during the financial year.

The summarised financial information of the associate is as follows:

2014
RM

Assets and liabilities:-


Cash and cash equivalents 37,553
Other current assets 64,679
Non-current assets 122,826
Total assets 225,058

Current liabilities (excluding trade payables) (101,500)


Other current liabilities (including trade payables) (21,482)
Total liabilities (122,982)

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


61
NOTES TO THE FINANCIAL STATEMENTS

13 INVESTMENT IN ASSOCIATE (contd)

The summarised financial information of the associate is as follows: (contd)

2014
RM

Results:-
Revenue 108,169
Depreciation (68,476)
Loss from continuing operations (148,069)
Other comprehensive income -
Total comprehensive income (148,069)

Reconciliation of net assets to carrying amount of the associate recognised in the consolidated financial statements:

2014
RM

Net assets of the associate 102,074


The Groups ownership interest in associate 30%
Goodwill -
Carrying amount of the Groups interest in the associate 30,622

14 OTHER INVESTMENTS

Group
2015 2014
RM RM

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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


62
NOTES TO THE FINANCIAL STATEMENTS

15 INTANGIBLE ASSETS

Group
2015 2014
RM RM
Cost - Trademark
At beginning/end of the year 747,241 747,241

Accumulated amortisation
At 1 Jan 187,561 112,937
Amortisation charge 74,624 74,624

At 31 Dec 262,185 187,561


Net carrying amount 485,056 559,680
Cost - Goodwill
Addition 20,288 -
At end of the year 20,288 -
Total 505,344 559,680

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 rate
The weighted average growth rates used were consistent with the managements forecast in comparison with the apparel
retailing industry.

Budgeted gross margin


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

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

Sensitivity to changes in assumptions


With 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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


63
NOTES TO THE FINANCIAL STATEMENTS

16 INVENTORIES

Group
2015 2014
RM RM
Finished goods 76,682,766 84,763,967
Raw & semi-processed foods and beverages 12,993 14,105
76,695,759 84,778,072

Included in inventories of the Group is amount of RM13,570,350 (2014: RM12,256,212), stated at net realisable value.

17 TRADE AND OTHER RECEIVABLES

Trade

Group
2015 2014
RM RM
Trade receivables (a) 22,486,913 21,945,949
Less: Allowance for impairment (i) (252,878) (95,043)
22,234,035 21,850,906
(a) Trade receivables
Not past due and not impaired 14,986,778 17,375,199
Past due but not impaired:
1 to 30 days 3,583,102 3,601,374
31 to 60 days 94,082 245,615
61 to 90 days 54,485 131,201
More than 90 days 3,515,588 497,517
Impaired 252,878 95,043
22,486,913 21,945,949
(i) Movement in allowance accounts:
At beginning of the year 95,043 164,891
Additions 157,835 95,043
Write-off - (164,891)
At end of the year 252,878 95,043

The normal credit terms of trade receivables granted by the Group range from 30 days to 180 days (2014: 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 (2014: 2) trade receivables which represented
approximately 51.9% (2014: 43.8%)of the carrying amount of the Groups 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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


64
NOTES TO THE FINANCIAL STATEMENTS

17 TRADE AND OTHER RECEIVABLES (contd)

Non-Trade

Group Company
2015 2014 2015 2014
RM RM RM RM
Other receivables:
Acquisition of properties 256,800 256,800 - -
Advances - purchases 1,477,690 - - -
Compensation - landlord 613,836 811,060 - -
Proceeds from disposal 1,922,700 3,327,000 - -
Tenants 101,707 118,492 - -
Other receivables 79,849 26,057 16,897 18,588

4,452,582 4,539,409 16,897 18,588


Less: Allowance for impairment (i) (256,800) (299,040) - -
4,195,782 4,240,369 16,897 18,588
Deposits:
Tenancy & utility deposits 7,459,395 7,613,377 - -
Sundry deposits 44,645 70,537 - 1,000
7,504,040 7,683,914 - 1,000
Prepayments:
Prepaid bankers acceptance
interests 235,877 228,791 - -
Prepaid rentals - 397,535 - -
Prepaid insurance 25,407 45,310 - -
Prepaid fair expenses 16,964 73,295 - -
Other prepaid expenses 73,464 102,990 - 2,750
351,712 847,921 - 2,750
Total 12,051,534 12,772,204 16,897 22,338

Group
2015 2014
RM RM
(i) Movement in allowance accounts:
At beginning of the year 299,040 224,389
Additions - 170,640
Reversal - (50,000)
Write-off (42,240) (45,989)

At end of the year 256,800 299,040

18 HOLDING COMPANY

The Directors regard Marvellous Future Sdn. Bhd., a company incorporated in Malaysia as the Companys holding company.

Please refer to Note 30 on significant event after reporting period.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


65
NOTES TO THE FINANCIAL STATEMENTS

19 SHARE CAPITAL

Group/Company
2015 2014
RM RM
Authorised:-
200,000,000 ordinary shares of RM0.50 each 100,000,000 100,000,000

Issued and fully paid:-


120,000,000 ordinary shares of RM0.50 each 60,000,000 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 60,000,000

(a) The Company had issued 12,000,000 new ordinary share of RM0.50 each for cash to new shareholders under a
private placement exercise, this exercise had been completed with the listing of 12,000,000 new Voir Shares on the
Main Market of Bursa Securities on 5 November 2015.

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 Companys residual assets.

(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 2015, the total number of warrants that remain unexercised were 60,000,000.

20 SHARE PREMIUM

Group/Company
2015 2014
RM RM
At beginning/end of the year 101,898 101,898

21 BORROWINGS

Group
2015 2014
RM RM
Term loans 1,868,126 3,823,734
Bills payable 22,160,893 22,679,047
Bank overdrafts 101,768 441,268
Finance lease liabilities (Note 22) 319,255 474,539
24,450,042 27,418,588

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


66
NOTES TO THE FINANCIAL STATEMENTS

21 BORROWINGS (contd)

Group
2015 2014
RM RM
Represented by:-
Current 23,261,849 24,863,165
Non-current 1,188,193 2,555,423

24,450,042 27,418,588

The borrowings of the Group are repayable as follows:-

Finance
Bank Lease
Group Term Loans Bills Payable Overdrafts Liabilities
2015 RM RM RM RM

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

Finance
Bank Lease
Group Term Loans Bills Payable Overdrafts Liabilities
2014 RM RM RM RM
Not later than 1 year 1,587,766 22,679,047 441,268 155,084
Later than 1 year and not later than 2 years 805,501 - - 122,286
Later than 2 years and not later than 5 years 636,542 - - 197,169
Later than 5 years 793,925 - - -
3,823,734 22,679,047 441,268 474,539

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

Group
2015 2014
% %
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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


67
NOTES TO THE FINANCIAL STATEMENTS

22 FINANCE LEASE LIABILITIES

Group
2015 2014
RM RM
Minimum lease payments:-
Repayable not later than 1 year 134,408 173,551
Repayable later than 1 year and not later than 2 years 112,834 134,408
Repayable later than 2 years and not later than 5 years 93,045 205,879

340,287 513,838
Less: Finance charges (21,032) (39,299)

Present value of minimum lease payments 319,255 474,539

23 DEFERRED TAX

Group
2015 2014
RM RM
Deferred tax liabilities:
At beginning of the year 114,657 532,142
Transferred to profit or loss (114,657) (417,485)

At end of the year - 114,657

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

Group
2015 2014
RM RM
Deferred tax assets:
At beginning of the year - -
Reversed to profit or loss (190,000) -
At end of the year (190,000) -

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

Group
2015 2014
RM RM
Deferred tax charged/(credited) to profit or loss:
Deferred tax liabilities (114,657) (417,485)
Deferred tax assets (190,000) -

Total (Note 8) (304,657) (417,485)

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


68
NOTES TO THE FINANCIAL STATEMENTS

23 DEFERRED TAX (contd)

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

Group
2015 2014
RM000 RM000
Qualifying property, plant and equipment 1,484 -
Unabsorbed tax losses 4,391 2,910
Unutilised capital allowances 4,558 3,130
10,433 6,040
Potential tax benefits calculated at tax rate of 24% (2014 - 25%) 2,504 1,510

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

The statutory tax rate was reduced to 24% from the prior financial years rate of 25%.

24 TRADE AND OTHER PAYABLES

Trade

Group
2015 2014
RM RM
Trade payables 12,402,444 18,368,492

The normal credit terms of trade payables granted to the Group range from 30 days to 180 days (2014: 30 days to 180
days).

The currency exposure of the Groups 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

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

2014 - 376,458 17,992,034 18,368,492

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


69
NOTES TO THE FINANCIAL STATEMENTS

24 TRADE AND OTHER PAYABLES (contd)

Non-Trade

Group Company
2015 2014 2015 2014
RM RM RM RM

Other payables, deposits & accruals:


Landlords 382,207 707,048 - -
Collections in advance 301,083 183,520 - -
Advances 1,150,000 2,350,000 - -
Relocation compensation - 153,318 - -
Other payables 1,411,287 2,337,503 19,128 27,191
Rental & utility deposits 705,329 705,557 - -
Staff deposits 273,935 246,500 - -
Other deposits 35,500 2,300 - -
Staff payroll 2,083,344 2,226,517 - -
Employees Provident Fund 464,341 464,107 - -
Government taxes 377,532 16,484 - -
Other accruals 680,774 674,283 39,100 39,100

7,865,332 10,067,137 58,228 66,291

Amount due to a subsidiary - - - -


Amount due to a related party - - 13,614 18,829

7,865,332 10,067,137 71,842 85,120

25 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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


70
NOTES TO THE FINANCIAL STATEMENTS

25 RELATED PARTY TRANSACTIONS & BALANCES (contd)

(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
Type of 2015 2014 2015 2014
Entity Relationship transactions RM RM RM RM

Graceful Hall Indirect Staff welfare - - 5,453 3,735


Sdn. Bhd. subsidiary of
the Company

Ivory Ascent A company Supply of counter 2,806,993 6,479,080 - -


Sdn. Bhd. in which equipment,
certain furniture &
Directors fittings, and
have maintenance of
financial counters
interests
Rental of premises 1,680,000 1,680,000 - -

Rental of 20,850 23,500 - -


equipments

Commission 2 1,387 - -
income

Triple A Sports Formerly a Rental income - (15,193) - -


Sdn. Bhd. associate of
[formerly a subsidiary
known as company
Scud Retail
(KL) Sdn.
Bhd.]

(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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


71
NOTES TO THE FINANCIAL STATEMENTS

26 COMMITMENTS

Group
2015 2014
RM RM

Non-cancellable operating lease commitments

Future minimum rentals payable:

Not later than 1 year 12,884,168 16,818,603


Later than 1 year and not later than 5 years 6,958,108 14,007,772

19,842,276 30,826,375

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.

27 SEGMENTAL INFORMATION

The Group has three reportable segments, as described below, which represent the Groups 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 Groups chief operating decision maker
reviews internal management reports on at least a quarterly basis. The following summary described the operations in each
of the Groups 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.

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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


72
NOTES TO THE FINANCIAL STATEMENTS

27 SEGMENTAL INFORMATION (contd)

Apparels, Food,
footwear & beverage Beauty & Adjustments
accessories & events wellness & eliminations Consolidated
2015 RM RM RM RM 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
Impairment of receivables - - - -
Bad debt written off - - - -
Interest expenses 1,466,126 86,459 112,284 1,664,869
Interest income - - - -
Income tax expense 615,950 - - 615,950
Capital expenditure 2,634,318 4,924 49,183 2,688,425
Share of loss of an associate - - - -

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

Included of:
Investment in associate - - - -

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

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


73
NOTES TO THE FINANCIAL STATEMENTS

27 SEGMENTAL INFORMATION (contd)

Apparels, Food,
footwear & beverage Beauty & Adjustments
accessories & events wellness & eliminations Consolidated
2014 RM RM RM RM RM

Revenue
External sales 167,187,676 3,177,274 2,420,118 - 172,785,068
Inter-segment (1,691,078) (1,217,390) (5,579) 2,914,047 -

Total 165,496,598 1,959,884 2,414,539 172,785,068

Profit/(loss) before tax 1,699,225 (1,313,588) (1,163,103) (777,466)

Amortisation 74,624 - - 74,624


Depreciation 6,976,454 548,686 285,426 7,810,566
Inventories written off 88,671 - - 88,671
Property, plant &
equipment written off 1 55,220 691,276 - 846,496
Impairment of receivables 265,683 - - 265,683
Bad debt written off 197,670 - - 197,670
Interest expenses 1,840,245 130,781 92,456 2,063,482
Interest income - - - -
Income tax expense 483,856 - - 483,856
Capital expenditure 6,848,092 8,466 300,260 7,156,818
Share of loss of an associate 27,965 - - 27,965

Segment Total Assets 140,629,495 1,568,290 1,237,944 143,435,729

Included of:
Investment in associate 30,622 - - 30,622

Segment Liabilities 51,882,942 3,233,351 1,105,292 56,221,585

Included of:
Borrowings 25,161,678 1,481,590 775,320 27,418,588

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


74
NOTES TO THE FINANCIAL STATEMENTS

28 FINANCIAL INSTRUMENTS

(a) Categories of financial instruments

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

Loans and Available-


Note receivables for-sale Total
RM RM RM

Group - 2015
Financial assets

Non-current
Other investments 14 - 17,484 17,484

Current
Trade receivables 17 22,234,035 - 22,234,035
Other receivables 17 4,195,782 - 4,195,782
Deposits 17 7,504,040 - 7,504,040
Cash & bank balances 7,565,897 - 7,565,897

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

Group - 2014
Financial assets

Non-current
Other investments 14 - 17,484 17,484

Current
Trade receivables 17 21,850,906 - 21,850,906
Other receivables 17 4,240,369 - 4,240,369
Deposits 17 7,683,914 - 7,683,914
Cash & bank balances 2,880,608 - 2,880,608

Total 36,655,797 17,484 36,673,281

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


75
NOTES TO THE FINANCIAL STATEMENTS

28 FINANCIAL INSTRUMENTS (contd)

(a) Categories of financial instruments (contd)

Financial liabilities
at amortised cost
Note 2015 2014
Group RM RM

Financial liabilities

Non-current
Borrowings 21 1,188,193 2,555,423

Current
Borrowings 21 23,261,849 24,863,165
Trade payables 24 12,402,444 18,368,492
Other payables, deposits & accruals 24 7,865,332 10,067,137

44,717,818 55,854,217

Loans and
receivables
Note 2015 2014
Company RM RM

Financial assets

Current
Other receivables 17 16,897 18,588
Deposits 17 - 1,000
Cash & bank balances 33,777 61,049

50,674 80,637

Financial liabilities
at amortised cost
Note 2015 2014
Company RM RM

Financial liabilities

Current
Other payables, deposits & accruals 24 71,842 85,120
Amount due to subsidiaries 12 - 1,494,215

71,842 1,579,335

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


76
NOTES TO THE FINANCIAL STATEMENTS

28 FINANCIAL INSTRUMENTS (contd)

(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 2015
(2014: 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:-

2015 2014
Carrying Carrying
amount Fair value amount Fair value
Group RM RM RM RM

Quoted shares 2,484 4,391 2,484 4,140


Term loans 1,868,126 1,368,949 3,823,734 3,141,700
Finance lease liabilities 319,255 292,476 474,539 427,315

Investment in equity
The 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 liabilities


The 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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


77
NOTES TO THE FINANCIAL STATEMENTS

28 FINANCIAL INSTRUMENTS (contd)

(b) Fair value of financial instruments (contd)

(ii) Financial instruments not carried at fair value (contd)

The interest rates used to discount estimated cash flows are as follows:

Group
2015 2014

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 Groups and the Companys 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 More than


than 1 year 1-2 years 2-5 years 5 years
RM RM RM RM

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

Group - 2014
Financial liabilities:

Trade and other payables 28,435,629 - - -


Bank borrowings:
Finance lease liabilities 173,551 134,408 205,879 -
Bills payables 22,679,047 - - -
Term loans 1,313,565 954,565 725,475 892,188
Bank overdrafts 441,268 - - -

53,043,060 1,088,973 931,354 892,188

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


78
NOTES TO THE FINANCIAL STATEMENTS

28 FINANCIAL INSTRUMENTS (contd)

(c) Liquidity risk - Maturity analysis (contd)

Not later More than


than 1 year 1-2 years 2-5 years 5 years
RM RM RM RM

Company - 2015
Financial liabilities:

Other payables 71,842 - - -


Amount due to subsidiaries - - - -

71,842 - - -

Company - 2014
Financial liabilities:

Other payables 85,120 - - -


Amount due to subsidiaries 1,494,215 - - -

1,579,335 - - -

29 CAPITAL MANAGEMENT

The objective of the Groups 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 Groups policies and strategies during the financial year. The debt to equity ratios are as
follows:-

Group
2015 2014
RM RM

Total borrowings (Note 21) 24,450,042 27,418,588


Less: Cash and bank balances (7,565,897) (2,880,608)

Net debts 16,884,145 24,537,980

Total equity 88,940,474 87,214,144

Debt to equity ratio 0.19 0.28

Under the requirement of Bursa Malaysia Practice Note No. 17/2005, the Company is required 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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


79
NOTES TO THE FINANCIAL STATEMENTS

30 SIGNIFICANT EVENT AFTER REPORTING PERIOD

Subsequent to the financial year end, Vista Lestari Development Sdn Bhd (Vista Lestari) 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.

Upon fulfilment of the conditions precedents under the SPA and completion of the Proposed Acquisition, Vista Lestari will
hold approximately 50.71% equity interest in the Company.

Accordingly, pursuant to Section 218(2) of the Capital Markets and Services Act, 2007 (CMSA) and Section 9(1), Part
III of the Malaysian Code on Take-Over and Mergers, 2010 (Code), Vista Lestari will be obliged to extend a Mandatory
General Offer (MGO) to acquire the all the remaining Voir Shares not already held by Vista Lestari and its persons acting
in concert (PAC) after the Proposed Acquisition and such number of new Voir Shares that may be issued pursuant to the
exercise of any outstanding Warrants prior to the close of the Proposed MGO and all the remaining Warrants not already
held by Vista Lestari and its PACs .

31 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 July 2016

MFRS 14 Regulatory Deferral Accounts

Amendments to MFRS 10 Investment Entites: Applying the Consolidation Exception

Amendments to MFRS 11 Joint Arrangements: Accounting for Acquisitions of Interest in Joint Operations

Amendments to MFRS 12 Investment Entites: Applying the Consolidation Exception

Amendments to MFRS 101 Presentation of Financial Statements: Disclosure Initiative

Amendments to MFRS 116 Property, Plant & Equipment: Clarification of Acceptable Methods of Depreciation and
Amortisation

Amendments to MFRS 116 Property, Plant & Equipment: Agriculture: Bearer Plants

Amendments to MFRS 127 Equity Method in Seperate Financial Statements

Amendments to MFRS 128 Investment Entites: Applying the Consolidation Exception

Amendments to MFRS 138 Intagible Assets: Clarification of Acceptable Methods of Depreciation and Amortisation

Amendments to MFRS 141 Agriculture: Agriculture: Bearer Plants

Annual Improvements to MFRSs 2012-2014 Cycle

Effective for financial periods beginning on or after 1 January 2018

MFRS 9 Financial Instruments

MFRS 15 Revenue from Contracts with Customers

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


80
NOTES TO THE FINANCIAL STATEMENTS

31 STANDARDS ISSUED BUT NOT YET EFFECTIVE (contd)

Effective date deferred

Amendments to MFRS 10 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

Amendments to MFRS 128 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 for the adoption of MFRS 9 which may result in a
change in accounting policy. However, it is not practicable to provide a reasonable estimation of the effect of MFRS 9
until a detailed review has been completed.

32 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
8 April 2016.

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

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


81

SUPPLEMENTARY INFORMATION - DISCLOSURE


OF REALISED AND UNREALISED PROFITS

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 2015 and 31 December 2014,
into realised and unrealised profits is as follows:

Group Company
2015 2014 2015 2014
RM RM RM RM

Total retained earnings of the Group and Company:


- realised 53,123,532 57,770,300 7,012,486 7,471,638
- unrealised 190,000 (114,657) - -

Total share of retained earnings of an associate

- realised - (149,378) - -

53,313,532 57,506,265 7,012,486 7,471,638

Consolidation adjustments (30,552,303) (30,539,786) - -

22,761,229 26,966,479 7,012,486 7,471,638

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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


82

LIST OF PROPERTIES
AS AT 31 DECEMBER 2015

Tenure /
Approximate
Age of Land /
Description / Building Built-Up Area Date of Net Book
Location Existing Use (years) (sq. ft.) Acquisition Value (RM)

KUMPULAN VOIR SDN. BHD.

Lot F1.51, 1st Floor, Shop Lot / Freehold / 18 N/A / 833 16/08/1995 330,522
Plaza Bukit Mertajam, Rented out
566, Jalan Arumugam Pillai,
Bukit Mertajam, 14000 Penang

Lot A32 Ground Floor, Shop Lot / Leasehold - N/A / 628 03/04/1995 584,452
One Stop Midlands Park Centre, Rented out expiring on 30
488B, Jalan Burmah, Apr 2093 / 20
10350 Penang.

Lot A33 Ground Floor, Shop Lot / Leasehold - N/A / 651 03/04/1995 604,682
One Stop Midlands Park Centre, Rented out expiring on 30
488B, Jalan Burmah, Apr 2093 / 20
10350 Penang.

Lot 1-111, 1st Floor, Shop Lot / Own Leasehold - N/A / 1,247 01/06/2005 1,074,249
Prangin Mall Komtar, Outlet expiring on 09
No. 33, Jalan Dr. Lim Chwee Jun 2096 / 15
Leong, 10100 Pulau Pinang.

Lot 2-11, 2nd Floor, Shop Lot / Leasehold - N/A / 854 01/06/2005 735,657
Prangin Mall Komtar, Rented out expiring on 09
No. 33, Jalan Dr. Lim Chwee Jun 2096 / 15
Leong, 10100 Pulau Pinang.

Lot 27, Concourse Floor, Shop Lot / Leasehold - N/A / 272 29/05/1995 191,835
Galaxy Ampang Vacant expiring on 20
Oct 2084 / 17

18-C 18th Floor, Block D Mawar Apartment / Freehold / 14 N/A / 1,485 16/11/2010 559,339
Apartment, Taman Gohtong Jaya, Hostel
Genting Highlands, Pahang

APPLEMINTS APPARELS SDN. BHD.

Unit 9D, Kayangan Apartments, Apartment / Freehold / 34 N/A / 2,480 12/04/2006 326,700
Genting Highlands Resort, Hostel
69000 Genting, Pahang.

9 -01J, Serimas Condominium, Apartment / Leasehold - N/A / 1,359 26/09/1994 124,460


Jalan 4/89A, Batu 3 1/2, Cheras, Hostel expiring on 11
56000 Kuala Lumpur. Aug 2085 / 18

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


83

ADDITIONAL INFORMATION
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

UTILIZATION OF PROCEEDS RAISED FROM ANY CORPORATE EXERCISE


The company did not undertake any fund raising corporate exercise during the financial year.

SHARE BUYBACKS
There were no share buybacks by the Company during the financial year.

OPTIONS, WARRANTS AND CONVERTIBLE SECURITIES


There 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 PENALTIES


There were no sanctions and/or penalties imposed on the Company, its subsidiaries, Directors or the Management by the relevant
regulatory bodies.

NON-AUDIT FEES
During 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 RESULTS
The 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 2015.

PROFIT GUARANTEE
During the financial year, there was no profit guarantee given by the Company.

MATERIAL CONTRACTS
There 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 RESPONSIBILITIES


During the financial year ended 31 December 2015, the Group continued focus 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 NATURE


The aggregate values of the RRPT of a revenue nature conducted between the Companys subsidiaries with the related parties
during the financial year ended 31 December 2015 is disclosed in Note 25 to the Financial Statements as set out in this Annual
Report.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


84

ANALYSIS OF SHAREHOLDINGS
AS AT 12 APRIL 2016

SHARE CAPITAL

Authorised Share Capital : RM100,000,000.00


Issued and Paid-Up Share Capital : RM66,000,000.00
Class of Shares : Ordinary shares of RM0.50 each
Voting Rights : One (1) vote per ordinary share

DISTRIBUTION OF SHAREHOLDINGS

No. of No. of
Size of Shareholdings Shareholders % Shares %
Less than 100 70 7.05 2,982 0.00*
100 - 1,000 562 56.60 154,264 0.12
1,001 - 10,000 233 23.46 1,016,144 0.77
10,001 - 100,000 80 8.06 2,428,708 1.84
100,001 - less than 5% of issued shares 46 4.63 53,119,512 40.24
5% and above of issued shares 2 0.20 75,278,390 57.03

Total 993 100.00 132,000,000 100.00

* negligible

SUBSTANTIAL SHAREHOLDERS

Direct Deemed
No. Substantial Shareholders No. of shares % No. of shares %
1. Marvellous Future Sdn Bhd 66,933,056 50.71 - -
2. Distinct Seasons Sdn Bhd 11,945,334 9.05 - -
3. Heng Kear Huat 8,561,564 6.49 - -
4. Seow Khim Soon - - 66,933,056 a
50.71
5. Wong Seow Mooi - - 66,933,056a 50.71
6. Yong Yee Ngo - - 11,945,334b 9.05
7. Lee Kah Lin - - 11,945,334 b
9.05

Notes:

a. Deemed interested pursuant to Section 6A of the Companies Act, 1965 through Marvellous Future Sdn Bhd.
b. Deemed interested pursuant to Section 6A of the Companies Act, 1965 through Distinct Seasons Sdn Bhd.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


85
ANALYSIS OF SHAREHOLDINGS
AS AT 12 APRIL 2016

DIRECTORS INTERESTS IN SHARES IN THE COMPANY AND ITS RELATED COMPANIES

Direct Deemed
No. Directors No. of shares % No. of shares %
1. Seow Khim Soon - - 66,933,056a 50.71
2. Wong Seow Mooi - - 66,933,056a 50.71
3. Dr. Mohd Amir Sharifuddin B. Hashim - - 5,969,058 b
4.52
4. Ham Hon Kit 800,000 0.61 - -
5. Lee Yuet Sum 133,332 0.10 - -

Notes:

a. Deemed interested pursuant to Section 6A of the Companies Act, 1965 through Marvellous Future Sdn Bhd.
b. Deemed interested pursuant to Section 6A of the Companies Act, 1965 through Ulasan Teguh Sdn Bhd.

Related Companies

By virtue of their interest in the shares of the Company, Seow Khim Soon and Wong Seow Mooi are deemed to be interested
in the shares of all subsidiaries of the Company to the extent of the Companys interest in the respective subsidiaries.

THIRTY (30) LARGEST REGISTERED SHAREHOLDERS

No. Registered Shareholders No. of shares %

1. Marvellous Future Sdn Bhd 66,933,056 50.71

2. Distinct Seasons Sdn Bhd 8,345,334 6.32

3. Ulasan Teguh Sdn Bhd 5,969,058 4.52

4. CitiGroup Nominees (Tempatan) Sdn Bhd 5,640,032 4.27


Pledged Securities Account For Heng Kear Huat

5. Liew Kok Meng 4,091,166 3.10

6. Lee Min Huat 4,000,000 3.03

7. HLB Nominees (Tempatan) Sdn Bhd 3,600,000 2.73


Pledged Securities Account For Distinct Seasons Sdn Bhd

8. Lim Chin Seng 3,381,330 2.56

9. Kenanga Nominees (Tempatan) Sdn Bhd 2,106,000 1.60


Pledged Securities Account For Chin Lih Lih

10. Lai Yat Seng 2,000,000 1.51

11. Alliancegroup Nominees (Tempatan) Sdn Bhd 2,000,000 1.51


Pledged Securities Account For Yong Loong Chen

12. Yong Loong Chen 1,900,000 1.44

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


86
ANALYSIS OF SHAREHOLDINGS
AS AT 12 APRIL 2016

THIRTY (30) LARGEST REGISTERED SHAREHOLDERS (contd)

No. Registered Shareholders No. of shares %

13. Alliancegroup Nominees (Tempatan) Sdn Bhd 1,721,532 1.30


Pledged Securities Account For Heng Kear Huat

14. Konwa Industrial Sewing Machine (M) Sdn Bhd 1,313,332 0.99

15. AMSEC Nominees (Tempatan) Sdn Bhd 1,200,000 0.91


Pledged Securities Account-AmBank (M) Berhad For Heng Kear Huat

16. Wong Wai Ling 1,200,000 0.91

17. Kenanga Nominees (Tempatan) Sdn Bhd 1,093,700 0.83


Pledged Securities Account For Lau Chi Chiang

18. Lee Swee Miang 1,069,966 0.81

19. Unggul Utama Sdn Bhd 1,012,400 0.77

20. BK Trading (M) Sdn Bhd 962,600 0.73

21. Chen Pian Moi 849,166 0.64

22. Affin Hwang Nominees (Tempatan) Sdn Bhd 800,000 0.61


Pledged Securities Account For Yong Loong Chen

23. AMSEC Nominees (Tempatan) Sdn Bhd 800,000 0.61


Pledged Securities Account-AmBank (M) Berhad For Ham Hon Kit

24. Citigroup Nominees (Tempatan) Sdn Bhd 722,200 0.55


Pledged Securities Account For Lau Chi Chiang

25. Tiew Sook Hwee 638,100 0.48

26. Kee Seok Koon 537,566 0.41

27. Mercsec Nominees (Tempatan) Sdn Bhd 530,000 0.40


Pledged Securities Account For Ng Kok Pow

28. Ng Kok Pow 363,000 0.27

29. Lim Shin Mun 300,000 0.23

30. Tan Sze Hong 260,000 0.20

Total 125,339,538 94.95

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


87

ANALYSIS OF WARRANT HOLDINGS


AS AT 12 APRIL 2016

Total Number of Warrants : 60,000,000


Exercise Price Per Warrant : RM0.50
Exercise Period : Ten (10) years commencing from 1 April 2014 and expires on 31 March 2024
Voting Rights : None

DISTRIBUTION OF WARRANT HOLDINGS

No. of
Warrant No. of
Size of Warrant Holdings Holders % Warrants %
Less than 100 75 7.86 2,361 0.00*
100 - 1,000 557 58.32 89,051 0.15
1,001 - 10,000 228 23.88 647,732 1.08
10,001 - 100,000 60 6.28 1,727,476 2.88
100,001 - less than 5% of issued warrants 32 3.35 14,934,651 24.89
5% and above of issued warrants 3 0.31 42,598,729 71.00

Total 994 100.00 60,000,000 100.00

* negligible

DIRECTORS WARRANT HOLDINGS

Direct Deemed
No. of No. of
No. Directors Warrants % Warrants %
1. Seow Khim Soon - - 33,466,533 a
55.78
2. Wong Seow Mooi - - 33,466,533 a
55.78
3. Dr. Mohd Amir Sharifuddin B. Hashim - - 4,959,529b 8.27
4. Ham Hon Kit 400,000 0.67 - -
5. Lee Yuet Sum 66,666 0.11 - -

Notes:

a. Deemed interested pursuant to Section 6A of the Companies Act, 1965 through Marvellous Future Sdn Bhd.
b. Deemed interested pursuant to Section 6A of the Companies Act, 1965 through Ulasan Teguh Sdn Bhd.

THIRTY (30) LARGEST REGISTERED WARRANT HOLDERS

No. of
No. Registered Warrant Holders Warrants %

1. Marvellous Future Sdn Bhd 33,466,533 55.78


2. Ulasan Teguh Sdn Bhd 4,959,529 8.27
3. Distinct Seasons Sdn Bhd 4,172,667 6.95
4. CitiGroup Nominees (Tempatan) Sdn Bhd 2,777,516 4.63
Pledged Securities Account For Heng Kear Huat
5. HLB Nominees (Tempatan) Sdn Bhd 1,800,000 3.00
Pledged Securities Account For Distinct Seasons Sdn Bhd

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


88
ANALYSIS OF WARRANT HOLDINGS
AS AT 12 APRIL 2016

THIRTY (30) LARGEST REGISTERED WARRANT HOLDERS (contd)

No. of
No. Registered Warrant Holders Warrants %

6. Lim Chin Seng 1,690,665 2.82


7. Alliancegroup Nominees (Tempatan) Sdn Bhd 903,266 1.50
Pledged Securities Account For Heng Kear Huat
8. Lai Yat Seng 680,001 1.13
9. Konwa Industrial Sewing Machine (M) Sdn Bhd 636,666 1.06
10. AMSEC Nominees (Tempatan) Sdn Bhd 600,000 1.00
Pledged Securities Account-AmBank (M) Berhad For Heng Kear Huat
11. Kenanga Nominees (Tempatan) Sdn Bhd 563,000 0.94
Pledged Securities Account For Lau Chi Chiang
12. Lee Swee Miang 534,983 0.89
13. Unggul Utama Sdn Bhd 506,522 0.84
14. AMSEC Nominees (Tempatan) Sdn Bhd 400,000 0.67
Pledged Securities Account-AmBank (M) Berhad For Ham Hon Kit
15. Kenanga Nominees (Tempatan) Sdn Bhd 301,066 0.50
Pledged Securities Account For Lian Choy Peng
16. Maybank Nominees (Tempatan) Sdn Bhd 288,600 0.48
Pledged Securities Account For Kesvaran A/L T P Murugasu
17. Tan Siew Lian 270,000 0.45
18. Kee Seok Koon 268,783 0.45
19. Chen Pian Moi 252,433 0.42
20. Lim Fui Chionh 239,600 0.40
21. Kenanga Nominees (Tempatan) Sdn Bhd 222,500 0.37
Pledged Securities Account For Chin Lih Lih
22. Alliancegroup Nominees (Tempatan) Sdn Bhd 200,600 0.33
Pledged Securities Account For Yong Loong Chen
23. BK Trading (M) Sdn Bhd 195,900 0.33
24. Wong Shiau Chuen 186,200 0.31
25. Alvin Leong Kar Wai 180,000 0.30
26. Tiew Sook Hwee 159,850 0.27
27. K Anandaraja A/L V Kathiravelu 150,000 0.25
28. Woon Sook Peng 136,600 0.23
29. Tan Sze Hong 130,000 0.22
30. Maybank Securities Nominees (Tempatan) Sdn Bhd 122,000 0.20
Pledged Securities Account For Kesvaran S/O T P Murugasu

Total 56,995,480 94.99

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


89

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Ninth Annual General Meeting of the Company will be held at Tioman Room, 1st Floor,
Bukit Jalil Golf & Country Resort, Jalan 3/155 B, Bukit Jalil, 57000 Kuala Lumpur on Tuesday, 31 May 2016 at 9.30 a.m. for the
following purposes:

AGENDA

Ordinary Business

1. To receive the Directors Report and Audited Financial Statements for the financial year ended 31 (Note 2)
December 2015.
2. To re-elect the following Directors who retire by rotation in accordance with Article 89 of the Companys
Articles of Association:
(i) Ham Hon Kit (Resolution 1)
(ii) Lee Yuet Sum (Resolution 2)
(iii) Yeoh Chin Hoe (Resolution 3)
3. To re-appoint Leow Bock Lim as a Director of the Company to hold office until the conclusion of the next (Resolution 4)
Annual General Meeting pursuant to Section 129(6) of the Companies Act 1965.
4. To approve the payment of directors fees of RM162,000.00 in respect of the financial year ended 31 (Resolution 5)
December 2015.
5. To re-appoint Messrs HLB Ler Lum as the Auditors of the Company and to authorise the Directors to fix (Resolution 6)
their remuneration.

Special Business

To consider and if thought fit, to pass the following resolutions:

6. ORDINARY RESOLUTION
AUTHORITY TO DIRECTORS TO ISSUE SHARES
THAT pursuant to Section 132D of the Companies Act, 1965, the Articles of Association of the Company (Resolution 7)
and subject to the approvals of the relevant governmental and/or regulatory authorities, the Directors
be and are hereby empowered to issue shares in the Company at any time and upon such terms and
conditions and for such purposes as the Directors may in their absolute discretion deem fit provided
that the aggregate number of shares to be issued does not exceed ten per centum (10%) of the issued
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.
7. ORDINARY RESOLUTION (Resolution 8)
PROPOSED 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 29 April 2016 (Related Parties) provided that such transactions are undertaken in the ordinary
course of business and on normal commercial terms which are consistent with the Groups 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:
(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 143(1) of the Companies Act, 1965 (but shall
not extend to such extension as may be allowed pursuant to Section 143(2) of the Companies Act
1965); or

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


90
NOTICE OF ANNUAL GENERAL MEETING

(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.

8. To transact any other business for which due notice shall have been given.

By Order of the Board

TEE JING JING (MAICSA 7035379)


CHIN LI THING (MAICSA 7044467)
Company Secretaries

Kuala Lumpur, 29 April 2016

Notes:

1. Proxy

Only members whose names appear in the Record of Depositors on 12 April 2016 shall be eligible to attend the
Meeting.

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.

A proxy may but need not be a member of the Company and Section 149(1)(b) of the Companies Act, 1965 shall not
apply to 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.

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.

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.

The instrument appointing a proxy shall be deposited at the registered office of the Company situated at B-3-9, 3rd
Floor, Block B, Megan Avenue II, No. 12, Jalan Yap Kwan Seng, 50450 Kuala Lumpur, not less than forty eight (48)
hours before the time appointed for holding the meeting.

2. Agenda Item No. 1



This item of the Agenda is meant for discussion only. The provisions of Section 169 of the Companies Act, 1965 require that
the Directors Report and the Audited Financial Statements be laid before the Company at its Annual General Meeting. As
such, this Agenda item is not put forward for voting.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


91
NOTICE OF ANNUAL GENERAL MEETING

3. Resolution 4
- Re-appointment of Director

The proposed resolution 4 is to seek shareholders approval for the re-appointment of Director who is of the age of 70 and
above. This resolution must be passed by a majority of not less than three-fourth of such Members of the Company as being
present and entitled to vote in person or where proxies are allowed, by proxy at the Annual General Meeting (AGM) of the
Company. If passed, it will enable the Director to hold office until the next AGM of the Company.

Explanatory Notes on Special Business

4. Resolution 7
- Authority to Directors to issue shares

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 general mandate sought for issue of shares is a renewal of the mandate that was approved by the shareholders on 25
June 2015. The Company did not utilise the mandate that was approved last year.

The renewal of the general mandate is to 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.

5. Resolution 8
- Proposed 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 29 April 2016 provided that such
transactions are undertaken in the ordinary course of business and on normal commercial terms which are consistent with
the Groups 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 29 April 2016 which is circulated together with the
2015 Annual Report.

STATEMENT ACCOMPANYING NOTICE OF NINTH 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 Ninth 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.

VOIR HOLDINGS BERHAD (765218-V) // ANNUAL REPOR T 2015


This page has been intentionally left blank.
PROXY FORM
VOIR HOLDINGS BERHAD (765218-V)
(Incorporated In Malaysia)

CDS Account Number ______________________________

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 Ninth Annual General Meeting
of the Company to be held at Tioman Room, 1st Floor, Bukit Jalil Golf & Country Resort, Jalan 3/155 B, Bukit Jalil, 57000 Kuala Lumpur
on Tuesday, 31 May 2016 at 9.30 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, Ham Hon Kit
Resolution 2 To re-elect as Director, Lee Yuet Sum
Resolution 3 To re-elect as Director, Yeoh Chin Hoe
Resolution 4 To re-appoint as Director, Leow Bock Lim
Resolution 5 To approve the payment of Directors fees
Resolution 6 To re-appoint Auditors
Resolution 7 To authorise Directors to issue shares
Resolution 8 To approve the Proposed Renewal of Shareholders Mandate for recurrent related
party transactions

Dated this ____________ day of ________________________ 2016 __________________________________________________


Number of shares held

For appointment of two proxies, the shareholdings to


be represented by the proxies:
Proxies No. of shares
Proxy 1
__________________________________________________________ Proxy 2
Signature/Common Seal of Member
Total
NOTES:

1. Only members whose names appear in the Record of Depositors on 12 April 2016 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 and Section 149(1)(b) of the Companies Act, 1965 shall not apply to 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 registered office of the Company situated at B-3-9, 3rd Floor, Block B, Megan Avenue II,
No. 12, Jalan Yap Kwan Seng, 50450 Kuala Lumpur, not less than forty eight (48) hours before the time appointed for holding the meeting.
Fold this flap for sealing

Then fold here

AFFIX
STAMP

The Company Secretary


VOIR HOLDINGS BERHAD (765218-V)
B-3-9, 3rd Floor, Block B, Megan Avenue II
No. 12, Jalan Yap Kwan Seng
50450 Kuala Lumpur

First fold here


www.voir.com.my

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