annual report 2014 Contents Form ofProxy Form Meeting Annual General Statement Accompanying Noticeof Notice of Meeting Annual General Group Berhad Education ofMasterskill members tothe Independent auditors’ report Statement by Directors Notes totheFinancialStatements Statements ofCashFlows in Equity Consolidated StatementsofChanges Other Comprehensive Income Statements ofProfitorLossand Statements ofFinancialPosition Directors’ Report Analysis ofShareholdings List ofProperties Additional ComplianceInformation Control Internal Statement onRiskManagementand Audit CommitteeReport GovernanceStatement on Corporate SocialResponsibility Corporate Events Highlights Academic Management BoardofGovernors University Academic Reports Employees Activities Directors’ Profile Chairman’s Message Financial Highlights Structure Corporate Information Corporate T eam Enclosed 100 95 93 92 56 54 52 51 50 47 44 33 32 30 26 19 16 15 14 13 13 09 06 05 04 03 02 Corporate Information
BOARD OF DIRECTORS REMUNERATION COMMITTEE REGISTERED OFFICE General Tan Sri Dato’ Seri Mohd Shahrom Leou Thiam Lai Masterskill Education Group Berhad bin Dato’ Hj Nordin (Rtd) (Chairman) (Company No.: 746920-M) (Independent Non-Executive Chairman) B-13-15, Level 13, Menara Prima Tower B General Tan Sri Dato’ Seri Mohd Shahrom Jalan PJU 1/39, Dataran Prima Major General Dato’ Pahlawan bin Dato’ Hj Nordin (Rtd) 47301 Petaling Jaya, Selangor Darul Ehsan Dr. R. Mohana Dass (Rtd) (Member) Malaysia (Non-Independent Non-Executive Director) Darawati Hussain Tel No.: (603)-7491 4318 Dato’ Dr. Palaniappan (Member) Fax No.: (603)-7887 2318 a/l Ramanathan Chettiar @ Dato’ Dr. R. Palan NOMINATING COMMITTEE HEAD OFFICE (Executive Director) Leou Thiam Lai G-8, Jalan Kemacahaya 11 (Chairman) Taman Kemacahaya, Batu 9 Kevin Loh Kok Leong 43200 Cheras, Selangor Darul Ehsan (Non-Independent Non-Executive Director) General Tan Sri Dato’ Seri Mohd Shahrom Malaysia bin Dato’ Hj Nordin (Rtd) Leou Thiam Lai (Member) Tel No.: (603)-9080 5888 (Senior Independent Non-Executive Director) Fax No.: (603)-9080 1995 Darawati Hussain Darawati Hussain (Member) SHARE REGISTRAR (Non-Independent Non-Executive Director) Symphony Share Registrars Sdn. Bhd. COMPANY SECRETARY Level 6, Symphony House Siva Kumar a/l M Jeyapalan Jasmindar Kaur a/p Sarban Singh Pusat Dagangan Dana 1 (Non-Independent Non-Executive Director) (MAICSA 7002687) Jalan PJU 1A/46 AUDIT COMMITTEE 47301 Petaling Jaya, Selangor Darul Ehsan AUDITORS Malaysia Leou Thiam Lai (Chairman) Messrs KPMG Level 10, KPMG Tower Tel No.: (603)-7841 8000 Fax No.: (603)-7841 8151/8152 General Tan Sri Dato’ Seri Mohd Shahrom 8, First Avenue, Bandar Utama 47800 Petaling Jaya, Selangor Darul Ehsan bin Dato’ Hj Nordin (Rtd) PRINCIPAL BANKERS (Member) Malaysia. AmIslamic Bank Berhad CIMB Islamic Bank Berhad Darawati Hussain Tel No.: (603)-7721 3388 CIMB Bank Berhad (Member) Fax No.: (603)-7721 3399 SOLICITORS Messrs BH Lawrence & Co Messrs Lee Hishammuddin Allen & Gledhill
STOCK EXCHANGE LISTING Main Market of Bursa Malaysia Securities Berhad (Listed since 18 May 2010) (Stock code: 5166) Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 02 Corporate Structure
Masterskill Education Group Berhad
100% - Asiamet Executive Education Centre Masterskill (M) Sdn. Bhd. (100%) Sdn. Bhd.
Masterskill (Ipoh) Sdn. Bhd. (100%) 100% - Masterskill International Sdn. Bhd.
100% - Amet Risk Management and Consultancy Masterskill (Kuching) Sdn. Bhd. (100%) Sdn. Bhd.
Valencia Education Group Sdn. Bhd. (70%) 100% - Masterskill Resources Sdn. Bhd.
Aspiration Achievers Network Sdn. Bhd. (100%)
Masterskill (KK) Sdn. Bhd. (100%)
Masterskill (KB) Sdn. Bhd. (100%) Masterskill Education Group Berhad • Annual Report 2014 Education Group Berhad • Masterskill Annual Report
03 FINANCIAL HIGHLIGHTS
Revenue Breakdown Revenue Breakdown (RM million) (RM million)
2010 2.0 306.9 6.8 Foundation 2010 315.7 (0.6%) (97.2%) (2.2%) Diploma 2.4 232.9 14.9 2011 250.2 2011 (1.0%) (93.1%) (6.0%) Degree 16.7 2012 148.8 2012 1.2 130.9 (0.8%) (88.0%) (11.2%) Others 63.4 2013 0.2 50 13 0.2 2013 (0.3%) (78.8%) (20.5%) (0.4%)
2014 38.5 2014 0.7 20.1 16.2 1.5 (2.0%) (54%) (43%) (1%)
PBT (RM million) PAT (RM million)
2010 118.0 2010 102.1
2011 43.0 2011 38.1
2012 (35.4) 2012 (28.2)
2013 (162.9) 2013 (162.9)
2014 (43.9) 2014 (43.9)
Audited Account Unaudited Account Operation Year 2014 2014 Qtr-4 Qtr-3 Qtr-2 Qtr-1 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 Revenue * 38,497 38,437 7,228 8,680 9,700 12,829 Cost of Sales (27,643) (27,643) (7,259) (6,090) (7,126) (7,168) Gross (Loss)/Profit 10,854 10,794 (31) 2,590 2,574 5,661
Operating Expenses (67,819) (67,598) (40,218) (9,909) (7,722) (9,749) Other Operating Income 14,840 14,839 531 14,102 91 115
Interest Expense (2,231) (2,230) (530) (509) (601) (590) Interest Income 506 506 145 69 105 186 (Loss)/Profit before taxation (43,850) (43,689) (40,103) 6,343 (5,553) (4,377)
Non Cash Item Depreciation 5,708 5,707 1,189 1,593 1,467 1,458 Impairment -Property, plant and equipment 9,272 9,272 10,227 (839) (105) (11) -Trade Receivable 13,209 13,209 8,701 1,097 1,488 1,923 (Gain)/Loss on disposal of other investment (13,684) (13,684) – (13,684) – – (Gain)/Loss on disposal of property, plant and equipment 237 274 (210) 257 93 134 Total Non Cash Item 14,742 14,778 19,907 (11,576) 2,943 3,504
PBT Less Non Cash Item (29,108) (28,911) (20,196) (5,233) (2,610) (873)
*Revenue less all discount Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 04 Chairman’s Message
Dear Valued Shareholders,
On behalf of the Board of Directors (Board), I am pleased to present to you the Annual Report of Masterskill Education Group Berhad (MEGB) for the financial year ended 31 December 2014 (FY2014).
With the new Board of Directors finally in place on 8th April 2015, I The education sector looks very promising and exciting. The present this review on behalf of the Board and the Group. Government has released the Higher Education Blueprint outlining several new initiatives to ensure Malaysians have access to an We understand now that 2014 has been a challenging year for the education of their choice. The focus on employability and the Group. We took over from the preceding Board that was in office decision to develop Malaysia as an education hub augurs well for for the last two years recently. They had attempted to put in efforts the future prospects of the Group. to restructure and transform the Group with effective governance. Despite these efforts, the fact was that over the last few years, the At Asia Metropolitan University, the focus is to ensure every University experienced a steep decline in student enrolments and student who passes through the corridors of the University will revenues, leading to huge losses. The reasons for these losses have be employable. While the focus in the past was predominantly on been attributed to several factors such as the over dependence securing financing for the students, the future focus is to ensure on Nursing programmes and reduction in Perbadanan Tabung greater industry collaboration to underpin the growth of the Pendidikan Tinggi Nasional (PTPTN) loans; all of these issues have University. When industry met by the students with skills and talent, been documented several times in the past. Additionally, several their employability and futures will be enhanced. Thus, is what our other legacy issues have hindered the performance of the Group. new mission is all about: Empowering Future Leaders. The challenges still remain and are not over yet. We are putting in new initiatives and action plans to rebuild the University into one of We are now known as the Asia Metropolitan University after the region’s leading institutions of higher learning. undergoing a massive rebranding exercise at the University. MEGB will also be renamed as Asiamet Education Group Berhad subject Performance Review to the shareholders’ approval.
For the financial year 2014, the Group registered revenues of The asset light strategy model adopted by the Group will lead to RM38.5 million, a 39 % decrease against RM63.4 million in revenues the disposal of all assets to the highest bidders and a process that in the preceding financial year. Accordingly, the Group turned in a will reflect the true market value being realised through a tender pre-tax loss of RM43.9 million compared to RM162.9 million in the process. This will enable us to return a substantial part of the previous year. proceeds to shareholders, subject to regulatory approvals.
The losses for the financial year 2014 were due to the various Appreciation provisions made by the Group. The Group provided RM22.5 million of total impairment which consist of assets impairment of RM9.3 The Board would also like to recognise and thank the Management million and the trade receivables impairment of RM13.2 million. The and staff of the MEGB. depreciation charge for the year was RM5.7 million. The Group has also made an exceptional gain of RM13.7 million from the sale of its We wish to express our sincere thanks and appreciation to every investments and loss on disposal of property, plant and equipment individual who has made a contribution for the betterment of the of RM237 K. Excluding these one-off items and depreciation charges, Group. This includes our shareholders, esteemed partners, hospitals, the losses have narrowed down to RM29.1 million. suppliers and contractors for their continuous support to the Board and Management. Prospects & Outlook We would also like to take this opportunity to thank the preceding Towards the end of 2014, Creador, a private equity firm and SMRT Board, Mr. Wisun Soon, Mr. Mathuraiveran A/L Marimuthu and Mr. Holdings Berhad, a company well known for its education and Tan Kian Aik, all of whom have resigned from the Board, for their training focus and listed on the Bursa Malaysia Securities Berhad, contribution to the Group. partnered to acquire MEGB. The process is completed. A new
Board is in place; a new Management team is being deployed and Finally, the Board and Management would like to thank all the 2014 Education Group Berhad • Masterskill Annual Report several initiatives to turnaround and restore respectability to the regulators in Malaysia for their guidance and support throughout Group have been launched. The new Management is well aware the years. of the past challenges and are attempting to do what needs to be done to restore respect and quality to the University. The new In conclusion initiatives include new programmes being planned with a focus on graduate employability. There is a saying that a journey of a thousand miles starts with one step, and we believe that we have taken that one step in the While we remain reasonably positive about the future, a word of right direction to build a great University and create value for all caution is necessary. We are aware of the serious challenges the stakeholders. Group faces. We have to restore quality in every single thing that we do and institute effective governance in every area of the Group in order to improve performance. The focus on student enrolments, GENERAL TAN SRI DATO’ SERI MOHD SHAHROM academic excellence, graduate employability and cost effective BIN DATO’ HJ NORDIN (Rtd) operations remain at the centre of our efforts. With the new team CHAIRMAN in place, we are cautiously optimistic about future prospects. 05 Directors’ Profile
GENERAL TAN SRI DATO’ SERI MOHD SHAHROM BIN DATO’ HJ NORDIN (Rtd.) INDEPENDENT NON-EXECUTIVE CHAIRMAN
General Tan Sri Dato’ Seri Mohd Shahrom Bin Dato’ Hj Nordin (Rtd.), Malaysian, 65, was appointed as an Independent Non-Executive Chairman on 8 April 2015 and member of the Audit, Nominating and Remuneration Committees of the Company on 9 April 2015.
After his secondary education, he was selected for Officer Cadet training at the Royal Military College, Kuala Lumpur in 1966 and was commissioned as a Second Lieutenant into the Royal Malay Regiment in 1968. He served in various appointments at command, staff, training and the diplomatic services levels and was the Chief of the Malaysia Army in 2003. Prior to that appointment, he was the Chief of Staff at the Armed Forces Headquarters.
Currently, he is the Executive Director (Defence and Business Development) of the National Aerospace & Defence Industries Sdn. Bhd. (NADI) and also a Director of SME Ordnance Sdn. Bhd. (SMEO), a subsidiary company of the NADI Group of Companies. He is a member of the Executive Committee of the Retired Armed Forces Officers’ Association.
He is the Independent Non-Executive Chairman and Chairman of the Audit Committee of TRC Synergy Berhad. He is also the Chairman of Yayasan TRC.
MAJOR GENERAL DATO’ PAHLAWAN DR. R. MOHANA DASS (Rtd.) NON-INDEPENDENT NON-EXECUTIVE DIRECTOR
Major General Dato’ Pahlawan Dr. R. Mohana Dass (Rtd.), Malaysian, 67, was appointed as a Non- Independent Non-Executive Director of the Company on 8 April 2015.
His qualifications include Bachelor of Medicine and Bachelor of Surgery, Madras Medical College (1974), Diploma in Industrial Health, Royal College of Physicians Surgeons of England & Society of Apothecaries (1978), Diploma in Tropical Medicine & Hygiene from Mahidol University (1982), Master in Health Planning, University of New South Wales (1990), and is a Fellow of the Academy of Medicine Malaysia and a Fellow of the Faculty of Occupational Medicine, Royal College of Physicians of Ireland.
He has been the Deputy Chairman of Cyberjaya University College of Medical Sciences (CUCMS) since 2013 as part of the transition team with CIMB PE and SMRT. He has been a Medical Practitioner for over 30 years.
He was commissioned to the Malaysian Armed Forces in 1975, where he last served in the rank of Major General and Director General of the Armed Forces Health Services. He was Chief Executive of Melaka Manipal Medical College from 2005 to 2006, Deputy Vice Chancellor of Mahsa University College from 2007 to 2010, and Vice Chancellor & Chief Executive of Perdana University from 2010 to 2013. In 2013, he was appointed as the Deputy Chairman of the Board of Governors for Cyberjaya University College of Health Sciences (CUCMS).
He is a Trustee of the Malaysian Medical Association and Editor of the Berita MMA. He is an Independent Non-Executive Director of Wang- Zheng Berhad. Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 06 Directors’ Profile (contiNUEd)
DATO’ DR. PALANIAPPAN A/L RAMANATHAN CHETTIAR @ DATO’ DR. R. PALAN EXECUTIVE DIRECTOR
Dato’ Dr. R. Palan, Malaysian, 59, was appointed as an Executive Director of the Company on 8 April 2015.
An alumnus of the Harvard Business School, USA, University of Leicester, U.K., California Coast University, USA, University of Madras,India, Federation University, Australia, he was conferred the Fellowship of the British Institute for Learning & Development, U.K.
He is the founder and Chairman of SMRT Holdings Berhad and the author of 16 books. He has had extensive international working experience in Education & Training.
He has served as the Chairperson, Working Committee on HRD, ASEAN Chamber of Commerce & Industry. He was appointed as the Director of the Human Resources Development Corporation by the Honourable Minister of Human Resources, Government of Malaysia.
MR. KEVIN LOH KOK LEONG NON-INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Kevin Loh Kok Leong, Malaysian, 43, was appointed as a Non-Independent Non-Executive Director of the Company on 8 April 2015.
He completed his Bachelor of Science in Business Administration and Master of Business Administration from Hawaii Pacific University, Honolulu in 1996.
He started his career as Manager of Corporate Finance with MEASAT Broadcast Network Systems (MBNS) from 1996 to 1999; Partner in The Boston Consulting Group (BCG) from January 2000 to May 2009; Managing Director in Aigeus Capital Sdn. Bhd. from June 2009 to November 2013 and has been a Managing Director with Creador Sdn. Bhd. since November 2013.
He specialises in strategy development and execution covering topics such as market entry, business growth, supply chain and business turnaround, with the emphasis on consumer goods and healthcare sectors.
MR. LEOU THIAM LAI SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Leou Thiam Lai, Malaysian, 58, was appointed as a Senior Independent Non-Executive Director on 8 April 2015 and Chairman of the Audit, Nominating and Remuneration Committees of the Company 2014 Education Group Berhad • Masterskill Annual Report on 9 April 2015.
He is a Chartered Accountant of the Malaysian Institute of Accountants, a Fellow Member of The Chartered Association of Certified Accounts (UK) and a Fellow Member of the Chartered Tax Institute of Malaysia.
He is currently a Partner of Leou & Associates and Leou Associates PLT, Chartered Accountants, Malaysia.
His working experience includes being the Group Accountant of a public listed company, Paper Products Berhad from 1984 to 1987. His roles included managing the Finance division and reporting to the Finance Director. Subsequently, he established Leou & Associates and became a Partner since 1988.
He is currently an Independent Director and Chairman of the Audit Committee of DEGEM Berhad and also an Independent Director of Sern Kou Resources Berhad. 07 Directors’ Profile (contiNUEd)
PN. DARAWATI HUSSAIN NON-INDEPENDENT NON-EXECUTIVE DIRECTOR
Pn. Darawati Hussain, Malaysian, 46, was appointed to the Board of the Company as a Non-Independent Non-Executive Director and member of the Audit, Nominating and Remuneration Committees on 8 April 2015 and 9 April 2015 respectively.
She graduated with Bachelor in Economics and Accountancy from Durham University, UK in 1991 and Master in Business Administration from London Business School (University of London), UK in 1998. She also obtained the Chartered Financial Analyst (CFA) qualification in 2001.
She began her career in 1991 and worked for Commerce International Merchant Bankers Berhad in the area of corporate finance and advisory.
She then did her MBA in 1997 and subsequently worked for Mondrian Investment Partners Limited, United Kingdom from 1998 to 2001, a fund management company, as a European equities portfolio manager.
In September 2001, she re-joined CIMB group to set up and develop the private equity arm, where she was the Head of Private Equity and Venture Capital of CIMB until August 2012. Subsequently, she was made the Head of Co-investor and Fund Relations of CIMB Group Strategy and Strategic Investments (CIMB GSSI). In April 2014, she left CIMB Group to become Executive Director of Syalin Sdn. Bhd., a family office involved in property and investments.
She has extensive experience as a Board member for more than 50 companies under CIMB GSSI private equity portfolio of companies. She currently serves as an Independent Non-Executive Director of Tanah Makmur Berhad since June 2014. She is an Investment Committee member for the equity investment panel for Agensi Innovasi Malaysia. She was former Chairperson of the Malaysian Venture Capital Association (MVCA) and committee member of Malaysian Venture Capital Development Corporation (MVCDC) and remains an active member of MVCA.
SIVA KUMAR A/L M JEYAPALAN NON-INDEPENDENT NON-EXECUTIVE DIRECTOR
Siva Kumar a/l M Jeyapalan, Malaysian, 44, was appointed as a Non-Independent Non-Executive Director of the Company on 15 April 2013 and subsequently re-designated to an Executive Director on 17 April 2013. He was re-designated as an Executive Chairman of the Company on 29 May 2014. On 8 April 2015, he was re-designated as a Non-Independent Non-Executive Director of the Company.
He graduated from Universiti Teknologi Malaysia and has a degree in Bachelors of Mechanical Engineering. He is currently also a director of his family owned company and manages his own investments in various private and listed companies. An engineer by profession, he has worked with Accenture, an international management consulting company as an analyst between 1994 to 1996. He later joined Am Investment Bank Berhad as Assistant Manager, Corporate Finance until 2001 with main responsibilities in corporate and financial advisory involving Mergers & Acquisitions, Initial Public Offering, Corporate Restructuring and Fund Raising. Since 2002, he, via his family owned company has been a substantial shareholder in various private and public companies.
Notes:
Family relationship – None of the Directors has any family relationship with any director and/or major shareholders of the Company.
Conflict of interest– None of the Directors has any conflict of interest with MEGB Group.
Conviction of offences – None of the Directors has been convicted for offences within the past 10 years other than traffic offences, if any.
Attendance at Board Meetings – The attendance of the Directors at the Board of Directors’ Meeting is disclosed in the Statement
Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 on Corporate Governance. 08 Employees Activities
Sports and Recreational Activities
Sports and recreational activities were organised to promote healthy lifestyle and team spirit among the employees. Each activity organised received good participation from the employees thus helps to strengthen the bond among the employees and at the same time promotes AMU to other organisations.
Training and Development
Career development is one of the main priorities of the Company in providing development opportunities for the employees, which in turn allows for a clear succession plan in the organisation. The Group continuously provides its employees with skills development and training programmes that encourage progression and self-enrichment. These include team building activities and other training programmes.
List of Event and Programme Year 2014
No. Event / Programme Date Venue 1 AMU Open Day Carnival 2014 24 Mar 2014 AMU Main Campus 2 Asia Metropolitan University VS University of 30 Mar 2014 UNMC Sports Complex Field Nottingham Malaysia Campus (UNMC) (University of Nottingham Malaysia Campus) 3 19th Pesta Kaamatan @ Harvest Festival Klang 3 May 2014 Flamingo Hotel Kuala Lumpur Valley 2014 4 Official launching of AMU Sports Club, Bowling 31 May 2014 Summit, USJ Tournament and Cultural Day 2014 5 AMU All Star VS Serdang Rangers 23 Aug 2014 Padang Awan Sri Serdang, Taman Sri Serdang 6 Hari Raya Celebration 28 Aug 2014 AMU Student Lounge 7 AMU Futsal Tournament 6 Sept 2014 Challenger Sports Centre (Alam Jaya,Cheras) 8 Jungle Trekking and BBQ activity at Sungai 16 Sept 2014 Sungai Lopo, Pangsun Lopo,Pangsun, Hulu Langat 9 Deepavali Celebration 7 Nov 2014 AMU Main Campus 10 ASICS Penang Bridge International Marathon 16 Nov 2014 Sultan Abdul Halim Mu’adzam Shah Bridge 2014 11 Internetworking Games IPTS organised by 5 – 7 Dec 2014 Kolej Universiti Tunku Abdul Rahman Jalan Majlis Sukan IPTS Malaysia Genting, Setapak, KL 12 “I Love AMU Campaign” 16 Dec 2014 AMU Main campus 13 Annual Dinner Celebration 2014 19 Dec 2014 Oriental Crystal Hotel Sdn. Bhd (Kajang)
List of Training for Year 2014
No. Training Name Date Company / Training Provider Venue 1 21st FDI/MDA 18 - 19 Jan 2014 Malaysian Dental Association And PWTC Convention Centre, FDI Kuala Lumpur 2 Personal Data Protection Act 21 Jan 2014 Trade Quest Management Training Room - SR201, Asia Metropolitan University,
Cheras 2014 Education Group Berhad • Masterskill Annual Report 3 Personal Data Protection Act 22 Jan 2014 Trade Quest Management Training Room - SR201, Asia Metropolitan University, Cheras 4 Personal Data Protection Act 23 Jan 2014 Trade Quest Management Training Room - SR201, Asia Metropolitan University, Cheras 5 Personal Data Protection Act 7 Feb 2014 Asia Metropolitan University Training Room - SR201, Asia Metropolitan University, Cheras 6 Seminar Kebangsaan Institut 11 Feb 2014 Institut Statistik Malaysia, UPM Kompleks Mahasiswa, Universiti Statistik Malaysia Putra Malaysia, Kuala Lumpur
09 Employees Activities (contiNUEd)
List of Training for Year 2014 (continued)
7 Cloud Email Training 13 Feb 2014 IT Department, Asia Metropolitan CLG 04, Asia Metropolitan University University, Cheras 8 Cloud Email Training 17 Feb 2014 IT Department, Asia Metropolitan CLG 04, Asia Metropolitan University University, Cheras 9 PTPTN 6 Mac 2014 Perbadanan Tabung Pendidikan Pejabat PTPTN Negeri Tinggi Nasional (PTPTN) Selangor 10 Pengurusan Inventori, Stor & 12 Mac 2014 Learning Performance L&P Total Solutions, IOI Gudang Yang Berkesan Business Park, Selangor 11 Using The ‘Bless’ System To 12 Mac 2014 Kementerian Kesihatan Malaysia, Bilik Mesyuarat 4 - Al Razi, Register Nurses Lembaga Jururawat Malaysia Kementerian Kesihatan Malaysia, Putrajaya 12 Training For Trainer Pengguna 14 Mac 2014 Kementerian Kesihatan Malaysia, Bilik Mesyuarat 4 - Al Razi, Sistem Bless Lembaga Jururawat Malaysia Kementerian Kesihatan Malaysia, Putrajaya 13 Bengkel Training of Trainer 14 - 16 Mac 2014 LJM Putrajaya KKM (TOT) Penggunaan Sistem Bless Bagi Permohonan Pendaftaran Jururawat 14 Ninth National Seminar 5 Apr 2014 Malaysian Association Of Medical Marriott Hotel, Putrajaya Medical Physics Physics (MAMP) 15 Seminar Peluang & Cabaran 5 Apr 2014 Saberkas Negeri Sarawak Saberkas Negeri Sarawak Dalam Industri Mudah Alih 16 ICEOH 2014 7 - 9 Apr 2014 Department Of Environmental Grand Ballroom, Putrajaya And Occupational Health, Marriott Hotel, Putrajaya Universiti Putra Malaysia 17 ICEOH 2014 8 - 9 Apr 2014 Department Of Environmental Grand Ballroom, Putrajaya And Occupational Health, Marriott Hotel, Putrajaya Universiti Putra Malaysia 18 Domestic Inquiry 15 - 16 Apr 2014 Global Human Resource Centre Training Room - SR201, Asia Metropolitan University, Cheras 19 HP SMB Lunch & Learn 17 Apr 2014 Concepts International Associated Four Points, Sheraton, Kuching 20 X-Ray For General 21 - 26 Apr 2014 Agensi Nuklear Malaysia Bangi & Kuala Lumpur Practitioner 21 Staff Enhancement Training 21 Apr – 2 May 2014 Majlis Perbandaran Padawan Majlis Perbandaran Padawan 22 Pilot Plant (Tablets) 9 May 2014 Faculty Of Pharmacy, Asia SL3 - 07, Level 3, Asia Metropolitan University Metropolitan University, Cheras 23 Plasmodium Nowledsi 16 May 2014 Sarawak Biodiversity Central Sarawak Biodiversity Central (Clinical Of Epidemiology Talk) 24 International Conference On 17 - 19 May 2014 Faculty Of Occupational Medicine Seri Pacific Hotel, Kuala Occupational Medicine Of The Royal College Of Lumpur Physicians Of Ireland 25 47th MPS Seminar 2014 24 - 25 May 2014 Malaysian Pharmaceutical Society Hotel Istana, Kuala Lumpur 26 Procurement Best Practices 26 - 27 May 2014 IPA Training Sdn Bhd Seri Pacific Hotel, Kuala Lumpur 27 Language, Society And 27 - 29 May 2014 Universiti Teknologi Malaysia Hilton Kuching Hotel, Sarawak Practices - Getting Along By Communication (LSP-GABC 2014) 28 Seminar On Learning 29 May 2014 Agensi Kelayakan Malaysia (MQA) MQA Main Hall, Petaling Jaya Outcomes 29 Seminar On APEL & 30 May 2014 Agensi Kelayakan Malaysia (MQA) MQA Main Hall, Petaling Jaya Qualification Equivalency Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 10 Employees Activities (contiNUEd)
List of Training for Year 2014 (continued)
30 Malaysia - International Dental 30 May 2014 - 01 Jun Malaysian Dental Association Kuala Lumpur Convention Exhibition And Conference 2014 Centre 31 Outbound Tele Sales 4 & 5 June 2014 Smart Solutions Training Room - SR201, Asia Metropolitan University, Cheras 32 Program Advokasi Kesedaran 11 Jun 2014 Perbadanan Nasional Berhad Auditorium PNS, Kuala Lumpur 33 Kursus Kejurulatihan Olahraga 9 - 20 Jun 2014 Universiti Malaysia Perlis Majlis Sukan Negeri Perlis (UNIMAP) 34 Panduan Mengisi Kajian 17 Jun 2014 Jabatan Pengajian Tinggi UNIMAS Pengesanan Graduan (SKPG 1) 35 Persidangan Kesihatan 17 - 18 Jun 2014 Jabatan Kerajaan Tempatan, Pusat Konvensyen Persekitaran Pihak Berkuasa Kementerian Kesejahteraan Antarabangsa Putrajaya (PICC) Tempatan Tahun 2014 Bandar, Perumahan Dan Kerajaan Tempatan 36 Decrease Operating Costs & 19 Jun 2014 PC Image Four Point Sheraton Hotel, Increase Productivity Kuching 37 ICT Seminar 19 Jun 2014 Mavisco Resources Sdn Bhd Mavisco Resources Sdn Bhd 38 Empowerment Series: 20 Jun 2014 Yayasan Perpaduan Sarawak, Yayasan Perpaduan Sarawak, Sexuality & You, Myths A& Sarawak Development Institute Sarawak Development Institute Realities And Champion And Champion 39 CPR & First Aid Course 21 - 22 Jun 2014 Bulan Sabit Merah Mock Ward, Phase I, MGCKK 40 Staff Enhancement Training 23 Jun – 4 Jul 2014 Patology Dept Hospital Kota Sentosa, Kuching 41 Program Advokasi Kesedaran 24 Jun 2014 Perbadanan Nasional Berhad Auditorium PNS, Bangsar South City, Kuala Lumpur 42 Simposium Sistem Upah Yang 26 – 27 Jun 2014 Jabatan Perhubungan& Perusahaan Pullman Hotel, Kuching Dikaitkan Dengan Produktivity (PLWS) 43 Moodle Training 30 Jun 2014 Asia Metropolitan University CLG - 01, Asia Metropolitan University, Cheras 44 Empowerment Series: 11 Jul 2014 Yayasan Perpaduan Sarawak, Yayasan Perpaduan Sarawak, Understanding Each Other - Sarawak Development Institute Sarawak Development Institute Parents And You And Chanpion And Chanpion
45 Financial Management Talk 17 Jul 2014 Prudential Assurance Malaysia MGC Kuching Berhad 46 3rd Questionnaire Validation 25 - 28 Aug 2014 Unit Of Biostatistics And Research Pusat Sumber Pelajar, BPSP, Workshop And Research Methodology, School Of Medical & MIP Laboratory (CAI Methodology Sciences, Universiti Sains Malaysia Lab), Pusat Pengajian Sains Perubatan, Usm Kelantan 47 17th Conference & Exhibition 25 - 27 Aug 2014 National Institute Of Occupational Kuala Lumpur Convention On Occupational Safety & Safety & Health (NIOSH) Centre (KLCC) Health (COSH2014) 48 NIOSH Workshop 26 Aug 2014 NIOSH Kuching Park Hotel, Kuching 2014 Education Group Berhad • Masterskill Annual Report 49 Evidence Based Practice In 8 Sept 2014 Malaysian Physiotherapy Auditorium IPR Institut Physiotherapy Practice Association Perubatan Respiratori Kuala Lumpur 50 Asiaworks Basic Training 10 - 14 Sept 2014 Asiaworks Malaysia Sdn Bhd Asiaworks Centre, Crytal Plaza, Workshop 15 & 18 Sept 2014 Petaling Jaya 51 ITIL Foundation 20 - 21 Sept 2014 GKK Consultants Sdn Bhd Menara Mutiara Bangsar, Kuala Lumpur 52 Program Penempatan 27 Sept 2014 Azam Resources & Ministry Of Azam Resources & Ministry Of Pekerjaan (3P : Azam Kerja Human Resource Human Resource Peringkat Negeri Sarawak)
11 Employees Activities (contiNUEd)
List of Training for Year 2014 (continued)
53 Seminar On Internal-External 30 Sept 2014 MQA MQA Main Hall, Level 12 Quality Assurance (SieQA) A, Menara PKNS-PJ, 46050 2014 Petaling Jayaa, Selangor 54 Tenancies Management 1 Oct 2014 Legalnet Asia Sdn Bhd Patio 2 (Room), Level 2, - Landlord & Tenant Law Concorde Hotel, 2 Jalan Sultan Conference Ismail, 50250 Kuala Lumpur 55 25th FAPA Congress - 9 - 12 Oct 2014 Malaysian Pharmaceutical Society Sutera Harbour, Kota Kinabalu, Expanding The Pharmacists’ Sabah Roles In Wellness And Sustainable Health 56 Hari Kesihatan Mental Sedunia 11 Oct 2014 Mental Health Association Of Kolej Kesihatan Awam Jln 2014 Sarawak Penrissen 57 Staff Enhancement Training 13 – 24 Oct 2014 Microbiology, Cytology And Sarawak General Hospital Hispatology Dept. 58 Improving Your Accounting 15 - 16 Oct 2014 IPA Training Sdn Bhd Melia Kuala Lumpur Skills 59 2014 CME Training For 18 Oct 2014 Sinaran Consultancy Sdn. Bhd. Armada Hotel, Petaling Jaya Radiology 60 Train The Trainer - PSMB 27 - 31 Oct 2014 Pembangunan Sumber Manusia Best Western Premier Dua Berhad Sentral, Kuala Lumpur 61 Bloom’s Taxanomy & Table Of 28 Oct 2014 Asia Metropolitan University SR201, Asia Metropolitan Specification University, Cheras 62 Train The Trainer - Niosh 3 - 7 Nov 2014 National Institute Of Occupational Makmal Komputer, Aras 4, Safety & Health (NIOSH) Menara NIOSH 63 MIA Conference 2014 - 4 - 5 Nov 2014 Malaysian Institute Of Accountants Kuala Lumpur Convention Powering The Economy Centre, Kuala Lumpur Leading With Dynamism 64 HRDF Conference & 4 - 5 Nov 2014 Pembangunan Sumber Manusia Borneo Convention Centre Exhibition 2014 @ Borneo Berhad Kuching, Sarawak (BCCK) 65 Fire Awareness & Survival 5 Nov 2014 United Asia Fire Prevention LHG 01 & LHG 02, Asia Campaign Services Sdn Bhd Metropolitan University, Cheras 66 Search Engine Marketing 5 - 6 Nov 2014 Asia Internet Marketing Academy SR201, Asia Metropolitan Workshop Sdn Bhd University, Cheras 67 Practical Accounting Series 10 - 11 Nov 2014 Malaysian Institute Of Accountants Concorde Hotel Kuala Lumpur Training - Intermediate Level 68 Quality Management 25 Nov 2014 East Asia Quality Consultants Hotel Istana Kuala Lumpur Symposium 2014 69 Basic SPSS Workshop For 26 Nov 2014 Asia Metropolitan University - Mr. CLG-03, Asia Metropolitan Pharmacy Faculty Lecturers Demudu A/L Naganaidu University, Cheras 70 Train The Trainer 8 - 12 Dec 2014 Quest Learning Sdn Bhd Premiera Hotel Kuala Lumpur 71 Bengkel 15 Prinsip Kejayaan 11 – 12 Dec 2014 Pustaka Negeri Sarawak Galeri Pustaka Negeri Sarawak Pemikiran 72 Staff Enhancement Training 15 – 23 Dec 2014 Biochemistry Dept. Sarawak General Hospital 73 High Impact Train The Trainer 16 - 18 Dec 2014 SMR HR Group Sdn Bhd SMR 1, SMR Training Center, Mid Valley City, Kuala Lumpur Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 12 Academic Reports
Exhibit 1: Convocation 2014 Total Number of Graduands by Institution (16 October 2014)
Institution Programme Number of Graduands AMU Cheras All programmes 578 AMU Pasir Gudang All programmes 42 MGC Ipoh All programmes 181 MGC Kota Bharu All programmes 160 MGC Kota Kinabalu All programmes 398 MGC Kuching All programmes 246 Total 1,605
Exhibit 2: Cumulative Number of Graduands by Institution Range from Year 2007 - 2014
No. Institution Total Graduands Year 2007 - 2014 1 AMU Cheras 15,979 2 AMU Pasir Gudang 124 3 MGC Ipoh 2,951 4 MGC Kota Bharu 2,027 5 MGC Kota Kinabalu 3,715 6 MGC Kuching 584 Total 25,380
Exhibit 3: New Academic Programme Submission to MQA year 2014, Asia Metropolitan University (AMU)
No. Programme Date Submitted to MQA 1 Diploma in Health Sciences 30/9/2014
University Board of Governors
University Board of Governors 1. tan Sri Dr. Zulkurnain Bin Haji Awang (Chairman) 2. prof. Datuk Dr. Megat Burhainuddin Bin Megat Abdul Rahman 3. Dato’ Tengku Sarafudin Badlishah Bin Tengku Sallehuddin 4. Major General Dato’ Pahlawan Dr. Mohana Dass A/L Ramasamy (Rtd.) 5. prof. Dato’ Dr. Mohamad Bin Abd Razak 6. Dato’ Amirnuddin Bin Mazlan 7. Dato’ Dr. Ibrahim Bin Ahmad 8. tan Sri Dato’ Dr. Jegathesan A/L Manikavasagam Masterskill Education Group Berhad • Annual Report 2014 Education Group Berhad • Masterskill Annual Report
Notes: AMU - Asia Metropolitan University MGC - Masterskill Global College MQA - Malaysian Qualifications Agency 13 Academic Management Team
NAME POSITION QUALIFICATION Dato’ Dr. N.K.S. President and Chief MBBS Tharmaseelan Executive Officer MRCOG FRCOG Fellow of the American College of Surgeons (FACS) Fellow of the International College of Surgeons (FICS) Fellow of the Academy of Medicine, Malaysia (FAMM) Bachelor in Homeopathic Medical Sciences (BHMS) Bachelor of Law (Hons) (LLB) Certificate in Legal Practice (CLP) Postgraduate Degree in Medical Law (LLM) Foundation Fellow of the Faculty of Forensic and Legal Medicine (FFFLM) Certificate in GeneralI nsurance
Assoc. Prof. Dr. Hjh. Deputy President, Student BSc in Nursing Aminah Binti Hashim Affairs and Alumni Post Basic in Midwifery Acting Deputy President, Advance Diploma in Teaching Methodology Academic Master in Business Administration PhD in Education
Assoc. Prof. Dr. Ashok Head of Centre (Post Bachelor in Pharmacy Kumar Balaraman Graduate Studies) Master in Pharmacy MBA (HRM) PhD (Pharmacy) Post Doctorate Award (Pharmacy)
Asst. Prof. Dr. Head of Centre (Research BSc Biochemistry Jegathambigai and Innovation) MSc Biochemistry Ramashwar Naidu MPhil Biochemistry M.Med.Sc Molecular Medicine PhD Molecular Medicine
Assoc. Prof. Dr. K.F. Haja Acting Dean, Faculty of Bachelor in Pharmacy Nazeer Pharmacy Master in Pharmacy PhD (Pharmacy)
Assoc. Prof. M. Dean, Faculty of Therapeutic Bachelor in Pharmacy Muthappan Science Master in Pharmacy
Madam Tumirah Bt Dean, Faculty of Biomedicine Diploma in Nursing Bahari and Health BSc (Hons) in Nursing Practice Development Master of Education (Nursing)
Prof. Dr . Jayaraman Deputy Dean, Faculty of Certified Black Belt in Six Sigma Methodologies USA Munusamy Business Diploma in Education (MPSK, KL) Bachelor Social Science (Hons) in Management & Economics (USM) MBA (Marketing Management) (BATH, UK) DBA (International Marketing) (USM)
Assoc. Prof. Dr. Thein Deputy Dean, Faculty of MBBS Win Naing Medicine M MedSc (Preventive & Tropical Medicine) FACTM
Ms Fadzida Hanim Jusoh Unit Manager, Centre for B. Ed. TESL Associates Studies M. Ed. TESL Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 14 Events Highlights
9 SEPTEMBER 2014 ASIAMET EXECUTIVE EDUCATION & BBQ GLOBAL CONNECTION (NANNING, CHINA) MEMORANDUM OF UNDERSTANDING SIGNING CEREMONY
ASIAMET Executive Education was invited by MATRADE to take part in China ASEAN-Expo (CAEXPO) 2014 in Nanning, Guangxi Province, China. At the expo, ASIAMET signed an MOU with Big Benefit Q GlobalC onnection to provide professional and executive training to Chinese students in Asia Metropolitan University.
16 October 2014 The 8th ASIA METROPOLITAN UNIVERSITY (AMU) & 4th MASTERSKILL GLOBAL COLLEGE (MGC) CONVOCATION CEREMONY Putra World Trade Centre (PWTC) Kuala Lumpur
1,605 students graduated with diplomas and degrees during the 8th AMU and the 4th MGC convocation ceremony. The ceremony, with the theme of Think beyond Malaysia was officiated by the Pro-Chancellor, Tan Sri Dato’ Hj. Alimuddin bin Hj. Mohd Dom. Six special awards were presented including the prestigious Chancellor Awards that was received by Sivananthan a/l Manoharan and Logeswary Natchatiram both from Faculty of Biomedicine and Health. To date, AMU and MGC have produced more than 25,000 graduates.
28 October 2014 ASIAMET EXECUTIVE EDUCATION CENTRE & BBQ GLOBAL CONNECTION (NANNING, CHINA) MEMORANDUM OF AGREEMENT SIGNING CEREMONY
ASIAMET Executive Education signed the MOA with BBQ Global Connection in MATRADE Kuala Lumpur. The event was attended by almost 100 industry captains of the franchising retailing and business fraternity. The memorandum was signed by Mr. Siva Kumar M. Jeyapalan, Executive Chairman of MEGB as the representative for AMU and Mr. Jason Lin, Founder of BBQ Global Connection and witnessed by Yang Berbahagia Dato’ Zulkifli Mahmud, Deputy CEO of MATRADE.
2 DECEMBER 2014 ROUNDTABLE MEETING AND THE EXCHANGE OF MOA BETWEEN ASIAMET EXECUTIVE EDUCATION & BBQ GLOBAL CONNECTION, IN BEIJING CHINA (WITH THE PRESENCE OF TAN SRI MUHYIDDIN BIN YASSIN AND H.E. GAO HUCHENG, COMMERCE MINISTER OF THE PRC)
The Honorable Deputy Prime Minister, Yang Berbahagia Tan Sri Muhyiddin bin Yassin led an OfficialV isit to China from 30 November - 6 December 2014. The DPM’s Office invited ASIAMET Executive Education to the Round Table Meeting to witness the Exchange of MOA between ASIAMET Executive Education Centre and BBQ Global Connection for the training of 10 000 Chinese in Malaysia for next 5 years. Masterskill Education Group Berhad • Annual Report 2014 Education Group Berhad • Masterskill Annual Report
15 Corporate Social Responsibility
Community Services
No Event/Programme Date Venue 1 Free Medical Check-up ”Kempen Ops Sihat Nisa 8 Mar 2014 Bilik Ping Pong, Kompleks Kejiranan Putrajaya 2014” Persint 8, Putrajaya. 2 Cleanliness Week & Gotong Royong At Casa Suria Hoste 22 Mar 2014 Casa Suria Hostel 3 Free Medic Assist for Disabled Students Sports 3-4 Apr 2014 Kompleks Mini Sukan, Institut Tournament Kemahiran Belia Negara, Dusun Tua, Hulu Langat, Selangor 4 Free Medical Check-up ”Hari Wanita Peringkat Dun 13 Apr 201 Surau Al- Muhajirin, Taman Kajang Bangi 2014” Utama, Selangor 5 Invitation To AMU CCS Students As Volunteers for the 10 and 11 May 2014 Miao You Buddhist Temple, Al 103, Preparation of Wesak Celebration Lorong Ayer Deroh, Off Jalan Air Lombong, Air Panas, Kuala Lumpur 6 Blood Donation Campaign 2014 9 Sept 2014 Asia Metropolitan University (AMU) 7 Dengue Control Program - Pre Larvae Assessment 3 Oct 2014 LYL, Taman Segar Perdana 8 Dengue Control Program - Dengue Awareness Talk 10 Oct 2014 Asia Metropolitan University (AMU) 9 Dengue Control Program - Gotong Royong 11 Oct 2014 LYL, Taman Segar Perdana 10 Organ Donation Awareness Week 11 Oct 2014 Hospital Ampang 11 Rev-Up: Colours Splash Run 1 Nov 2014 Asia Metropolitan University (AMU) 12 Dengue Control Program: Dengue Health Education 14 Nov 2014 LYL, Taman Segar Perdana 13 Hari Toleransi Sedunia 16 Nov 2014 Lim Kok Wing University, Cyberjaya 14 Rev-Up: Pirates of Rev 22 Nov 2014 Asia Metropolitan University (AMU) 15 Seminar Pemantapan Pendermaan Organ 2014 25 Nov 2014 Hospital Ampang 16 Dengue Control Program: Dengue Health Education and 28 Nov 2014 LYL, Taman Segar Perdana Post Larvae Assessment 17 Seminar Kebangunan Rohani Dan Peneguhan Iman Belia 28-30 Nov 2014 Church of Holy Family Kajang Kristian 2014 18 Blood Donation Campaign 2014 9 Dec 2014 Asia Metropolitan University (AMU)
Active Lifestyle
No Event/Programme Date Venue 1 AMU 1st Run 2014 15 Mar 2014 Asia Metropolitan University (AMU) 2 INTI IU Badminton Inter-University Challenge 2014 21- 23 Mar 2014 INTI-IU Multi - Purpose Hall (MPH),Nilai, Negeri Sembilan 3 Free Medic Assist for Disabled Students Sports 3 - 4Apr 2014 Kompleks Mini Sukan, Institut Tournament Kemahiran Belia Negara, Dusun Tua, Hulu Langat, Selangor 4 7th National Pharmacy Sports Carnival 2014 11 - 13 Apr 2014 Kulliyyah of Medicine, International Islamic University Malaysia, 5 Tournament Open Netball 2014 12 - 13 Apr 2014 University Tenaga Nasional 6 Physio Gala Night & Farewell Party 2014 20 Apr 2014 Sungai Long Golf & Country Club 7 Photography Booth By Amu Alumni 5 - 15 May 2014 Asia Metropolitan University 8 World Fest 2014 6 - 9 May 2014 Taylor’s University Lakeside Campus 9 AMU Bachelor Of Pharmacy Patient Counselling 15 May 2014 Asia Metropolitan University Competition 2014 10 REVIVE “Masters of Rev-UP” Challenge 2013 10 Jun 2014 Asia Metropolitan University 11 AAM Trip to Fraser Hill 14 Jun 2014 Fraser Hill, Pahang 12 2014 Bukit Hartamas Hiking Activity 12 Jul 2014 Bukit Hattamas, Cheras 13 2014 Broga Hill Hiking Activity 16 Aug 2014 Broga Hills, Broga Semenyih 14 2014 Sg Lopo Hiking Activity 16 Sept 2014 Sg. Lopo, Village, Pangsun, Ulu Langat
Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 15 Carnival Genexter 2014 9 Nov 2014 Dataran Putrajaya 16 Corporate Social Responsibility (contiNUEd)
Empowered Leader
No Event/Programme Date Venue 1 Seminar Kerjaya & Usahawan Berinovasi 2014 23 Feb 2014 Dewan SK Convent Jalan Peel, Kuala Lumpur 2 National Student Leader Convention 2014 23 - 25 May 2014 Seri Malaysia Hotel,Port Dickson 3 Student Leadership Convention (SLC 2014) 15 - 17 Aug 2014 University of Malaya 4 JCI CYEA (Creative Young Entrepreneur Award) 2014 13 Sept 2014 Auditorium Cempaka Sari, Kompleks Perbandanan Putrajaya 5 Dare To Dream: A Motivational Talk By Datuk Danny Ooi 27 Sept 2014 Menara Star
Promoting Healthy Living
No Event/Programme Date Venue 1 Anlene Concentrate Sampling 15 Jan 2014 Asia Metropolitan University 2 MLT Cytology Day And Awareness Talk on Cervical 19 Mar 2014 Asia Metropolitan University Cancer & HPV Vaccine 3 National Physiotherapy Students Workshop (NAPTSW) 20 - 21 Aug 2014 UITM Puncak Alam 2014 4 World Pharmacists Day Celebration 2014 26 Sept 2014 Asia Metropolitan University 5 Health Awareness Programme 1 Oct 2014 Asia Metropolitan University
Masterskill Global College Kota Kinabalu Major Event/Programme
No Event/Programme Date Venue 1 Health Promotion Project – Awareness on the Danger of 17 & 19 Jan 2014 Kampung Pulutan, Menggatal Aedes 2 MGCKK Got Talent 2014 15 Mar 2014 MGC Kota Kinabalu 3 Welcoming Junior Day 22 Jun 2014 Teluk Likas Beach, Kota Kinabalu. 4 Sambutan Hari Anti Dadah Kebangsaan 2014 26 Jun 2014 MGC Kota Kinabalu 5 Celebration of Life Program 18 - 22 Aug 2014 MGC Kota Kinabalu 6 Kempen Anti Kutu Sampah 20 Aug 2014 MGC Kota Kinabalu 7 Orientation Day 27 Aug 2014 MGC Kota Kinabalu
Masterskill Global College Kuching Major Event/Programme
No Event/Programme Date Venue 1 Motivational Talk 29 Jan 2014 SMK Setia Raja
2 Valentine’s Day Celebration Masterskill Kuching 13 Feb 2014 MGC Kuching 2014 Education Group Berhad • Masterskill Annual Report 3 Graduan Aspire Career Fair 2014 23 Feb 2014 Hilton Hotel, Kuching 4 Mini Exhibition “Prevention And Promotion Of Health” 5 Mar 2014 MGC Kuching 5 Educational Visit To Sarawak Biodiversity Centre Kuching 11 Mar 2014 Sawarak Biodiversity Centre 6 Youth Leadership Bootcamp 2014 16 Mar 2014 Borneo Convention Centre Kuching 7 Kursus Kemahiran Komunikasi 8 - 9 Mar 2014 Regal Court Hotel, Kuching 8 Sarawak Walk of Love – Purple Walk 2014 5 Apr 2014 Taman Budaya, Kuching 9 Seminar Peluang dan Cabaran Dalam Industri Kandungan 5 Apr 2014 Auditorium MBKS, Kuching Mudah Alih 10 Dissolution of Student Representative Council 2013/2014 24 Apr 2014 MGC Kuching 11 TAHA @ U Club Registration 8 May 2014 MGC Kuching 12 Jamboree Belia Sarawak Siri 111 2014 23 - 26 May 2014 Sepauh, Bintulu 13 SRC Election 2014-2015 17 Jun 2014 MGC Kuching 17 Corporate Social Responsibility (contiNUEd)
Masterskill Global College Kuching Major Event/Programme (continued)
No Event/Programme Date Venue 14 Career Transitions Workshop 22 May - 20 Jun 2014 MGC Kuching 15 Empowerment Series “Sexuality & You : Myths And 20 Jun 2014 Crown Square Realities” 16 Financial Management Talk 17 Jul 2014 MGC Kuching 17 Resume and Interview Tips Talk 24 Jul 2014 SMK Batu Kawa 18 Masiswa Zone Sarawak 2014 7 - 9 Nov 2014 Swinburne University of Technology, Sarawak Campus 19 Nature Appreciation & Motivational Day Camp by Go 15 Nov 2014 Permai Rainforest Resort, Kuching Green Club 20 Futsal Tournament at Balai Ringin 21 Nov 2014 Kampung Sg Engkabang “A” 21 Educational Visit to Islamic Heritage Museum 22 Nov 2014 Islamic Heritage Museum 22 Sex Education Workshop 28 Nov 2014 MGC Kuching 23 Marketing Convocation Booth 5 Dec 2014 Four Point Sheraton Hotel 24 Christmas Gathering & Carolling 2014 18 Dec 2014 MGC Kuching 25 Choir Performance 5th Dec 2014 Four Point Sheraton Hotel Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 18 Statement oN Corporate Governance
The Board of Directors (“The Board”) of Masterskill Education Group Berhad (“MEGB” or “the Company”) is pleased to report on the application of the Principles of Corporate Governance contained in the Malaysian Code on Corporate Governance 2012 (“the Code”) and the extent of compliance of the Code as required under the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Malaysia”). These Principles and Recommendations have been applied by the Company and its subsidiaries (“the Group”).
The Board recognises that maintaining well corporate ethics is critical to its business integrity and performance, and key to delivering shareholders value. The Board evaluates and, where appropriate, implements relevant proposals to ensure that the Company continues to adhere to good corporate governance, relevant to developments in market practice and regulations.
This statement sets out the commitment of the Board of MEGB towards the Code and describes how the Group has applied the principles laid down in the Code. Save where otherwise identified specifically, the Group has complied with the BestP ractices of the Code throughout the financial year.
SECTION 1: THE BOARD OF DIRECTORS
BOARD ROLES AND RESPONSIBILITIES
The duties and responsibilities of the Board are stipulated in the Board Charter and it can be viewed on the Company’s website at www.megb.com.my. The Board has overall responsibility for the Company’s strategic plan, overseeing the conduct of the Company’s business, risk management practices and internal controls and succession planning.
SUSTAINABILITY
The Board is cognisant of the importance of business sustainability and regularly review the strategic direction of the Company and the progress of the Company’s operations, taking into account changes in business environment and risk factors.
BOARD BALANCE AND INDEPENDENCE OF DIRECTORS
At present, the Board consists of seven (7) members comprising one (1) Independent Non-Executive Chairman, one (1) Executive Director, one (1) Senior Independent Non-Executive Director and four (4) Non-Independent Non-Executive Directors. The profiles of each of the directors are presented in pages 6 to 8 of this Annual Report.
Together, the Directors have a wide range of business, education, financial and technical experience.T his mix of skills and experience is vital for the successful direction of the Group.
The respective roles of the Chairman and the Executive Director are identified, so as to ensure that there is a balance of power and authority. The Chairman is responsible for ensuring Board effectiveness and conduct, whilst the Executive Director has overall responsibility for the operating units, organisational effectiveness and implementation of Board policies and decision.
The presence of Independent Non-Executive Directors fulfills a pivotal role in corporate accountability. Although all the Directors have an equal responsibility for the Group’s operations, the role of these Independent Non-Executive Directors is particularly important as they provide unbiased and independent views, advice and judgment.
During the financial year under review, the Board assessed the independence of its Independent Non-Executive Directors and was satisfied on the independence of the Independent Non-Executive Directors.
Board Meetings 2014 Education Group Berhad • Masterskill Annual Report
The members of the Board encouraged each other’s participation in all the Board Meetings in arriving the best decision toward the interest of the Company and the Group. Quarterly Board meetings are scheduled in advance to ensure that every Director could reserve their time to attend the meetings.
In addition, whenever any expeditious direction or decisions are required, additional Board Meetings would be called by the Company Secretary, after consultation with the Chairman. Decisions may also be affirmed by the Directors vide Directors’C ircular Resolutions.
19 Statement oN Corporate Governance (contiNUEd) During the financial year under review, the Board met a total of thirteen (13) times.T he attendance of the Directors who held office during the financial year is set out below:
Name of Directors No. of Meetings attended *Siva Kumar a/l M Jeyapalan 13/13 **Wisun Soon 11/13 ***Mathuraiveran a/l Marimuthu 10/13 ***Tan Kian Aik (Appointed w.e.f. 16 May 2014) 7/8 YTM Tunku Dato’ Seri Kamel Bin Tunku Rijaludin (Resigned w.e.f. 24 March 2014) 3/4 Datuk Kamarudin Bin Md. Ali (Resigned w.e.f. 24 March 2014) 4/4 Datuk Hj Ahamed Basheer Bin Mohd Hussain (Resigned w.e.f. 24 March 2014) 4/4 Lim Yong Chye Lawrence (Resigned w.e.f. 30 September 2014) 6/9 How Soong Khong (Appointed w.e.f. 24 March 2014 and resigned w.e.f. 4 November 2014) 4/5 Yap Yoke Chuan (Appointed w.e.f. 24 March 2014 and resigned w.e.f. 4 November 2014) 3/5 Liew Kok Wai (Appointed w.e.f. 24 March 2014 and resigned w.e.f. 4 November 2014) 5/5
Six (6) Directors were appointed on 8 April 2015 as listed below:
1. General Tan Sri Dato’ Seri Mohd Shahrom Bin Hj Nordin (Rtd) (Independent Non-Executive Director, Chairman); 2. Major General Dato’ Pahlawan Dr. R. Mohana Dass (Rtd) (Non-Independent Non-Executive Director); 3. Dato’ Dr. Palaniappan a/l Ramanathan Chettiar @ Dato’ Dr. R. Palan (Executive Director); 4. Mr. Leou Thiam Lai (Senior Independent Non-Executive Director); 5. pn. Darawati Hussain (Non-Independent Non-Executive Director); and 6. Mr. Kevin Loh Kok Leong (Non-Independent Non-Executive Director).
* Mr. Siva Kumar a/l M Jeyapalan was re-designated as an Executive Chairman on 29 May 2014 and Non-Independent Non- Executive Director on 8 April 2015.
** Mr. Wisun Soon resigned as a Senior Independent Non-Executive Director on 9 April 2015.
*** Mr. Mathuraiveran a/l Marimuthu and Mr. Tan Kian Aik resigned as Independent Non-Executive Directors on 9 April 2015.
SUPPLY OF INFORMATION
All Directors are provided with an agenda and a set of Board papers prior to Board meetings, to enable the Directors to obtain further explanation/clarification, where necessary, in order to be properly briefed before the meetings. Generally, the Board papers include, among others, the following:
• Quarterly financial report and a report on the Group’s cash and borrowings position; • Financial statements; • A current review of the operations of the Group; • Minutes of meetings of the Board and all the Board Committees; • Business plans; • Acquisition and disposal proposals; and • list of resolutions passed by the Directors.
All Directors have access to the advice and services of the Company Secretary. They also have direct and unrestricted access to senior management of the Company for information relating to the affairs of the Group and have authority to seek external professional advice should they so require. The Company Secretary also serves notice to the Directors on dealing in the securities of the Company during closed period pursuant to Chapter 14 of the MMLR. The Company Secretary ensures that all Board meetings are properly convened, and that accurate and proper records of the proceedings and resolutions passed are recorded and maintained in the statutory register at the registered office of the Company.
All the Directors may seek advice of Independent Professional Advisors and Internal/External Auditors in appropriate circumstances in the furtherance of their duties, at the Company’s expenses. Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 20 Statement oN Corporate Governance (contiNUEd) APPOINTMENT OF DIRECTORS
The Nominating Committee is responsible for recommending to the Board suitable candidate(s) for appointment as new Directors. In making these recommendations, factors such as mix of skills, independence, knowledge, experience, expertise, professionalism, integrity, and contribution to the Company will be considered before recommendation for appointment of the proposed director is put forward to the Board for consideration and approval.
RE-ELECTION OF DIRECTORS
In accordance with the Company’s Articles of Association and in compliance with the MMLR, at every annual general meeting, one- third of the Directors are subject to retirement by rotation such that each Director shall retire from office once in every 3 years. All Directors who retire from office shall be eligible for re-election. Any Director appointed as an additional director or to fill a casual vacancy shall hold office only until the next Annual General Meeting and be eligible for re-election.
CODE OF CONDUCT
The Company, its management and its employees are fully committed to achieving business results which are driven and supported by the highest level of integrity and in full compliance with the laws and regulations of all jurisdictions where it does business. The Company places the highest priority in ensuring its business conduct is in complete adherence and compliance to the Code of Conduct which is available online at www.megb.com.my.
BOARD COMMITTEES
The following principal Board Committees that have been established to assist the Board in discharging its duties effectively:
• Audit Committee; • Nominating Committee; and • Remuneration Committee.
The terms of reference of each Board Committee have been approved by the Board and, where applicable, comply with the recommendations of the Code. These Committees have the authority to examine particular issues and report to the Board with their recommendations. The respective Committee reports to the Board on matters considered and their recommendations thereon. The ultimate responsibility for the final decision on all matters, however, lies with the Board.
AUDIT COMMITTEE
The Audit Committee reviews issues of accounting policies and presentation for external reporting, monitors the work of the internal audit function and ensures an objective and professional relationship is maintained with the external auditors.
The Audit Committee has full access to the auditors both internally and externally who, in turn, have access at all times to the Chairman of the Audit Committee.
The Chairman of the Audit Committee would inform the Directors at the Board meetings of any salient matters raised at the Audit Committee meetings which require the Board’s notice or direction.
The composition, other responsibilities, summary terms of reference and summary of activities of the Audit Committee during the financial year are set out separately in the Audit Committee Report on pages 26 to 29 of this Annual Report. Masterskill Education Group Berhad • Annual Report 2014 Education Group Berhad • Masterskill Annual Report
NOMINATING COMMITTEE
The Nominating Committee comprises of one (1) Chairman who is the Senior Independent Non-Executive Director, one (1) Independent Non-Executive Director and one (1) Non-Independent Non-Executive Director. The Members are set out in page 2 of this Annual Report.
The primary responsibility of the Nominating Committee in accordance with its terms of reference is to assist the Board with the following functions:
• to assess and recommend new nominees for appointment to the Board and Board Committees (the ultimate decision as to whom shall be nominated should be the responsibility of the full Board after considering the recommendations of such a Committee). 21 Statement oN Corporate Governance (contiNUEd) NOMINATING COMMITTEE (continued)
• to review the required mix skills and experience and other qualities, including core competencies which the Non-Executive Directors should bring to the Board. • to assess the effectiveness of the Board as a whole, the committees of the Board and the contribution of each individual Director. • to review the Board’s succession planning. • to review and determine the appropriate training programmes for the Board as a whole.
The Nominating Committee is authorised to propose new nominees to the Board and assess the contribution of each individual Director and overall effectiveness of the Board on an on-going basis. The actual decision as to who shall be appointed a Director remains the responsibility of the full Board after considering the recommendations of the Committee.
The Board acknowledges the recommendation of the Code pertaining to the establishment of boardroom diversity policy including the diversity in gender, ethnicity and age. The Board has no immediate plans to implement a boardroom diversity policy or target, as it is of the view that the suitability of candidates is dependent on each candidate’s competency, mix of skills and knowledge, independence, experience, character, time commitment, integrity and other qualities in meeting the needs of the Company, regardless of gender. The Board through the Nominating Committee will take steps to ensure woman candidate are sought. This effect could be evidenced by the appointment of Pn. Darawati Hussain as the Non-Independent Non-Executive Director of the Company on 8 April 2015.
The Board, through the Nominating Committee, had carried out review on the composition of the Board and Committees and satisfied that the size and composition of the Board and Committees is adequate with appropriate mix of skills and knowledge, attributes and core competencies.
REMUNERATION COMMITTEE
The Remuneration Committee comprises of one (1) Chairman who is the Senior Independent Non-Executive Director, one (1) Independent Non-Executive Director and one (1) Non-Independent Non-Executive Director. The Members are set out in page 2 of this Annual Report.
The primary responsibility of the Remuneration Committee in accordance with its terms of reference is to assist the Board with the following functions:
• to review and to consider the remuneration of Executive Directors is in accordance with the skill, experience and expertise they posses and make recommendation to the Board on the remuneration packages of them. • to conduct continued assessment of Executive Directors to ensure that remuneration is directly related to corporate and individual performance. • Annual review of the overall remuneration policy for Directors for recommendation to the Board.
DIRECTORS’ TRAINING
For the year under review, all the Directors have attended the Mandatory Accreditation Programme (“MAP”) for Directors of Public Listed Companies.
Directors are regularly updated on the Group’s businesses and the competitive and regulatory environment in which they operate. Directors, especially newly appointed ones, are encouraged to visit the Company’s operating centre to have an insight on the Company’s operations which could assist the Director to make effective decisions.
The Directors had continuingly kept abreast with the development in the market place with the aim of enhancing their skills, knowledge and experience.
During the financial year, Mr. Mathuraiveran a/l Marimuthu has attended the MIA Conference 2014.
Apart from the above, Mr. Siva Kumar a/l M Jeyapalan, Mr. Wisun Soon and Mr. Tan Kian Aik did not attend any other training programmes as they had not identified any training courses that were of particular benefit to their role as Directors of MEGB.
Having said that, all Directors were also updated by the Company Secretary on changes to the MMLR and relevant guidelines on the regulatory and statutory requirements. The external auditors also briefed Audit Committee members on the significant changes in financial reporting standards as well as tax matters. Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 22 Statement oN Corporate Governance (contiNUEd) SECTION 2: DIRECTORS’ REMUNERATION
The Company’s remuneration policy for Directors is formulated to attract and individuals of the necessary calibre relevant to the achievement to the company’s strategic achievements. The remuneration is structured to link experience, expertise and level of responsibility undertaking by the Directors.
The Remuneration Committee is entrusted with the responsibilities to make recommendations to the Board the remuneration package for the Executive Directors and the annual review of the overall remuneration policy for the Directors in the Group. Directors’ remuneration will be decided by the Board as a whole with the Director concerned abstaining from deliberation and voting on decision in respect of his individual remuneration. Directors’ fees payable to Non-Executive Directors is proposed by the Board and is subject to shareholders’ approval at the annual general meeting.
The details of the remuneration of Directors of the Company during the financial year ended 31 December 2014 are as follows:
Aggregate Remuneration categorized into appropriate components:
Salaries and Allowances, inclusive of EPF and Bonus Benefits-in-kind Total Categories Fees (RM’000) contributions (RM’000) (RM’000) (RM’000) (RM’000) Executive Director – 240 – – 240
Non–Executive Director 138 302 – – 440 Total 138 542 – – 680
Note: The fees are recommended by the Board for approval of the shareholders at the Annual General Meeting.
Remuneration Bands ExecutiveDirector Non–Executive Directors Total RM0 to RM10 1 1 2 RM 11 - RM 50,000 – 4 4 RM 50,001 - RM 100,000 – 3 3 RM 100,001 - RM 150,000 – 1 1 RM 150,001 - RM250,000 1 – 1 Total 2 9 11
For security and confidential reason, the details of individual Directors’ remuneration are not shown.T he Board is of the opinion that the transparency and accountability aspects of corporate governance as applicable to Directors’ remuneration are appropriately served by the disclosure made above.
SECTION 3: SHAREHOLDERS
INVESTOR RELATIONS AND SHAREHOLDER COMMUNICATION
A Corporate Disclosure Policy was approved by the Board, which provides accurate, balanced, clear, timely and complete disclosure of corporate information to enable informed and orderly market decisions by investors. Importance is also placed on timely and equal dissemination of material information to the stakeholders, media and regulators.
The Annual General Meeting provides a means of communication with shareholders. Shareholders who are unable to attend are 2014 Education Group Berhad • Masterskill Annual Report allowed to appoint o proxy to attend and vote on their behalf. Members of the Board as well as the Auditors of the Company are present to answer questions raised at the meeting. On the right to demand for poll at a general meeting, the Chairman of the meeting would brief the shareholders before commencement of the meeting.
The Company’s website is freely accessible to the public at www.megb.com.my and the Directors welcome feedback channeled through the website.
The Company has placed the following information on the Company’s Website:
• the Board Charter clearly sets out the roles and responsibilities of the Board and Board Committees and the processes and procedures for convening their meeting. It serves as a reference providing prospective and existing Board Members and Management insight into the fiduciary duties of Directors;
23 Statement oN Corporate Governance (contiNUEd) SECTION 3: SHAREHOLDERS (continued)
INVESTOR RELATIONS AND SHAREHOLDER COMMUNICATION (continued)
• the Code of Conduct is based on principles in relation to integrity, sincerity, honesty, responsibility, social responsibility and accountability in order to enhance the standard of corporate governance and behaviour; and • the Shareholders’ Communication Policy is to ensure that communications to the public are timely, factual, accurate, complete, broadly disseminated in accordance with the MMLR and other applicable laws.
The Board, shall review the above mentioned documents on a regular basis to keep them up to date with changes in regulation and best practices and ensure their effectiveness and relevance to Board’s objectives.
SECTION 4: ACCOUNTABILITY AND AUDIT
FINANCIAL REPORTING
In presenting the annual audited financial statements and quarterly results to shareholders, the Directors aim to present a balanced and understandable assessment of the Group’s position and prospects.The quarterly results and annual audited financial statements are prepared are drawn up in accordance with the provisions of the Companies Act, 1965 (“the Act”), MMLR and Applicable Accounting Standards in Malaysia.
The Directors consider that in preparing the annual audited financial statements, the Group has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgments and estimates. All accounting standards which the Board considers to be applicable have been followed, subject to any explanations and material departures disclosed in the notes to the financial statements.
INTERNAL CONTROL
The Directors acknowledge the responsibility of maintaining a good system of internal controls, including risk assessments, and the need to review its effectiveness regular Group is sufficient to safeguard the Group’s interests.T he Board and management have formulated and adopted a formal approach towards risk.
Information on the Group’s risk management and internal control is presented in the Statement on Risk Management and Internal Control on pages 30 to 31 of this Annual Report.
The Company also has in place a Whistle Blowing Policy to provide an avenue for employees to report any breach or suspected breach of any law or regulation, including business principles and the Company’s policies and guidelines in a safe and confidential manner. A designated person is handling the matter and report directly to the Audit Committee of the Company.
Relationship with the external auditors
The Board via the Audit Committee maintains an appropriate, formal and transparent relationship with the Group’s external auditors. The Audit Committee meets the external auditors without the presence of the management, wherever necessary, and at least twice a year. Meetings with the external auditors are held to further discuss the Group’s audit plans, audit findings, financial statements as well as to seek their professional advice on other related matters. From time to time, the external auditors inform and update the Audit Committee on matters that may require their attention.
The role of Audit Committee in relation to dealing with the auditors is described in the Audit Committee Report set out on pages 26 to 29 of this Annual Report.
DIRECTORS’ RESPONSIBILITY STATEMENT
The Board is required by the Act to prepare annual audited financial statements for each financial year which have been made out in accordance with the applicable approved accounting standards and the provisions of the Act. The Board is 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 theC ompany, and of their results and cash flows for the financial year then ended.
The Board of Directors are required under Paragraph 15.26 of the MMLR to issue a statement explaining their responsibility for preparing the annual audited financial statements. Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 24 Statement oN Corporate Governance (contiNUEd) DIRECTORS’ RESPONSIBILITY STATEMENT (continued)
In preparing the annual audited financial statements of the Group and the Company for the financial year, the Board has:
• adopted suitable accounting policies and applied them consistently; • where applicable, made judgments and estimates that are reasonable and prudent; • ensured that applicable approved accounting standards have been followed; and • confirmed that the annual audited financial statements have been prepared on a going concern basis.
The Board has ensured that the Group and Company keep proper accounting and other records that will disclose with reasonable accuracy at any time the financial position of the Group and theC ompany, and which enable them to ensure that the annual audited financial statements comply with the Act and the applicable approved accounting standards.
This Directors’ Responsibility Statement is made in accordance with the resolution of the Board dated 15 May 2015. Masterskill Education Group Berhad • Annual Report 2014 Education Group Berhad • Masterskill Annual Report
25 Audit Committee Report
The Board of Directors of MEGB is pleased to present the Audit Committee Report for the financial year ended 31 December 2014.
COMPOSITION OF THE AUDIT COMMITTEE AND MEETINGS
The Audit Committee held a total of eight (8) Audit Committee meetings for the financial year ended 31 December 2014.T he Audit Committee members and details of attendance of each member at the Audit Committee meetings are as follows:-
Name Directorship No. of meetings attended Datuk Kamarudin Bin Md. Ali Independent Non-Executive Director 3/3(1) Mathuraiveran a/l Marimuthu Independent Non-Executive Director 8/8(2) (Chairman of the Audit Committee) Datuk Hj Ahamed Basheer Bin Mohd Hussain Independent Non-Executive Director 3/3(3) Wisun Soon Senior Independent Non-Executive Director 7/8(4) Tan Kian Aik Independent Non-Executive Director 4/4(5) Liew Kok Wai Non-Independent Non-Executive Director 2/3(6)
(1) Datuk Kamarudin Bin Md. Ali (“Datuk Kamarudin”) resigned as an Independent Non-Executive Director on 24 March 2014 and ceased as a Chairman of the Audit Committee on even date. (2) Mr. Mathuraiveran a/l Marimuthu was re-designated as a Chairman of Audit Committee on 24 March 2014, upon the resignation of Datuk Kamarudin. Subsequently, he resigned as an Independent Non-Executive Director on 9 April 2015 and ceased as a Chairman of the Audit Committee on even date. (3) Datuk Hj. Ahamed Basheer Bin Mohd Hussain resigned as an Independent Non-Executive Director on 24 March 2014 and ceased as a member of the Audit Committee on even date. (4) Mr. Wisun Soon resigned as a Senior Independent Non-Executive Director on 9 April 2015 and ceased as a member of the Audit Committee on even date. (5) Mr. Tan Kian Aik was appointed as an Audit Committee member since 16 May 2014. Subsequently, he resigned as an Independent Non-Executive Director on 9 April 2015 and ceased as an Audit Committee member on even date. (6) Mr. Liew Kok Wai was appointed as an Audit Committee member since 24 March 2014 and subsequently resigned on 6 November 2014.
Additional information
(a) Mr. Leou Thiam Lai was appointed as a Chairman of Audit Committee on 9 April 2015.
(b) General Tan Sri Dato’ Seri Mohd Shahrom bin Dato’ Hj Nordin (Rtd) and Pn. Darawati Hussain were appointed as Audit Committee members on 9 April 2015.
By invitation of the Audit Committee, the Executive Chairman, Chief Financial Officer, Head of Finance, Head ofI nternal Audit, Senior Vice President-Operations, the representatives of the external Internal Auditors and External Auditors had attended some of the meetings during the financial year.
The Audit Committee is governed by its Terms of Reference as stipulated below:-
TERMS OF REFERENCE OF THE AUDIT COMMITTEE
A. Membership
The Audit Committee shall comprise at least three (3) Non-Executive Directors appointed by the Board of Directors. All the members of the Audit Committee must be Non-Executive Directors, with a majority of them being independent directors. All members of the Audit Committee shall be financially literate and at least one member shall:
(i) be a member of the Malaysian Institute of Accountants; or Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 26 Audit Committee Report (contINUEd)
TERMS OF REFERENCE OF THE AUDIT COMMITTEE (continued)
A. Membership (continued)
(ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years of working experience and:- • He must have passed the examinations specified in Part I of the First Schedule of the Accountants Act 1967; or • He must be a member of one of the associations of accountants specified in Part II of the First Schedule of the Accountants Act 1967; or (iii) Fulfills such other requirements as prescribed or approved by the Exchange.
The appointment terminates when a member ceases to be a Director. No alternate director shall be appointed as a member of the Audit Committee.
Members of the Audit Committee shall elect an Independent Director on the committee as Chairman.
If a member of the Audit Committee resigns, dies or for any reason ceases to be a member with the result that the number of members is reduced below three, the Board shall, within three months appoint such number of new members as may be required to make up the minimum of three members.
The terms of office and performance of the AuditC ommittee and each of its members shall be reviewed by the Board at least once every three years.
B. Roles and responsibility
- to consider the appointment of the external auditor, the audit fees, any questions of resignation or dismissal of the external auditor; - to submit a copy of written representation or submission of external auditors’ resignation to the Exchange; - to discuss with the external auditor before the audit commences, the nature and scope of the audit, and ensure co-ordination where more than one audit firm is involved; - to provide a line of communication between the Board and the external auditors; - to review the quarterly and year-end financial statements of the Group and Company, focusing particularly on:-
• any change in accounting policies and practices; • significant adjustments arising from the audit; • litigation that could affect the results materially; • the going concern assumption; and • compliance with accounting standards and other legal requirements.
- to discuss problems and reservations arising from the interim and final audits, and any matter the external auditor may wish to discuss (in the absence of management where necessary); - to review the external auditor’s management letter and management’s response; - to do the following, in relation to the internal audit function:-
• mandate the internal audit function to report directly to the Audit Committee; • review the adequacy of the scope, functions, competency and resources of the internal audit function, and that it has the necessary independence and authority to carry out its work, which should be performed professionally and with Masterskill Education Group Berhad • Annual Report 2014 Education Group Berhad • Masterskill Annual Report impartiality and proficiency; • review the internal audit programme and results of the internal audit process and, where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit function; • review any appraisal or assessment of the performance of members of the internal audit function; • approve any appointment or termination of senior staff members of the internal audit function; • take cognisance of resignations of internal audit staff and provide the staff an opportunity to submit reasons for resigning; and • ensure information pertaining to the internal audit function are disclosed in the annual reports of the Company.
- Review the adequacy and integrity of the Company’s system of internal controls and management information systems, including systems to ensure compliance with applicable laws, regulations, rules, directives and guidelines; - to consider any related party transactions within the Company or Group; - to consider compliance with the Company’s conflict of interest and insider trading policies; - to consider the major findings of internal investigations and management’s response; 27 Audit Committee Report (contINUEd)
B. Roles and responsibility (continued)
- to consider any other matters as directed by the Board; - to review the risk management framework of the Group and Company to ensure the existence of effective risk management policies to monitor and manage all financial and non-financial risks; and - to review the Company’s procedures for detecting fraud and whistle blowing and ensure that arrangements are in place by which staff may, in confidence, raise concerns about possible improprieties in matters of financial reporting, financial control or any other matters (in compliance with provisions made in the Companies Act, 1965).
C. Authority and powers of the Audit Committee
In carrying out its duties, an Audit Committee shall, at the cost of the Company, - have authority to investigate any matter within its terms of reference; - have full, free and unrestricted access to the Group and Company’s records, properties, personnel and other resources; - have full and unrestricted access to any information regarding the Group and Company; - have direct communication channels with the external auditors and person(s) carrying out the internal audit function; - be able to obtain independent professional or other advice; and - convene meetings with the external auditors, internal auditors or both, excluding the attendance of other directors and employees of the Company, whenever deemed necessary.
Where the Audit Committee is of the view that a matter reported by it to the Board of Directors has not been satisfactorily resolved resulting in a breach of the MMLR of Bursa Malaysia, the Audit Committee is authorised to promptly report such matters to the Exchange.
D. Meetings
a) the Audit Committee shall meet at least four (4) times a year and such additional meetings as the Chairman shall decide. b) the quorum for an Audit Committee Meeting shall be at least two (2) members. The majority present must be Independent Directors. c) the External Auditor has the right to appear and be heard at any meeting of the Audit Committee and shall appear before the Audit Committee when required to do so. d) the Chief Financial Officer and the Head of Internal Audit of the Group and Company shall normally attend the meetings to assist in the deliberations and resolution of matters raised. However, at least twice a year, the Audit Committee shall meet with the External Auditors without the presence of management. e) the Company Secretary shall act as Secretary of the Audit Committee and shall be responsible, with the concurrence of the Chairman, for drawing up and circulating the agenda and the notice of meetings together with the supporting explanatory documentation to members prior to each meeting. f) the Secretary of the Audit Committee shall be entrusted to record all proceedings and minutes of all meetings of the Audit Committee. g) in addition to the availability of detailed minutes of the Audit Committee Meetings to all Board members, the Audit Committee at each Board Meeting will report a summary of significant matters resolutions.
SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE
The main activities undertaken by the Audit Committee during the financial year ended 31 December 2014 included the following:-
a) Reviewed the quarterly unaudited financial and annual audited financial statements of the Group and the Company including the announcements pertaining thereto, before recommending to the Board for their approval and release of the Groups results to Bursa Malaysia;
b) Reviewed with external auditors on their audit planning memorandum on the statutory audit of the Group for the financial year ended 31 December 2014;
c) Reviewed and discussed with the external auditors of their audit findings inclusive of system evaluation, audit fees, issues raised and management letter together with management’s response;
d) Reviewed the internal audit plan;
e) Reviewed the internal audit reports presented and considered the findings of internal audit through the review of the internal audit reports tabled and management responses thereof; Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 28 Audit Committee Report (contINUEd)
SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE (continued) f) Reviewed the effectiveness of the Group’s system of internal control; g) Reviewed related party transactions and conflict of interest situation that may arise within the Company or the Group; h) Reviewed the Company’s compliance with the MMLR of Bursa Malaysia, applicable Approved Accounting Standards and other relevant legal and regulatory requirements; and i) Report to the Board on its activities and significant findings and results.
The Audit Committee will work closely with the external auditors in establishing procedures to assess the suitability, objectivity, independence and quality of service of the external auditors, in confirming that they are, and have been, independent throughout the conduct of the audit engagement with the Group in accordance with the independence criteria set out by the Malaysian Institute of Accountants.
Internal Audit Function
The Company has an in-house Internal Audit Department whose principal responsibility is to independently assess and report to the Board, through the Audit Committee, the systems of internal control of the Company. The main responsibilities of the Internal Auditors are to:
• Assist in reviewing the adequacy, integrity and effectiveness of the Company’s internal control system for the Board as well as to assist in drafting the Statement of Risk Management and Internal Control in the annual report; • support the Audit Committee in evaluating the effectiveness of the existing internet control system, identify future requirements and co-develop a prioritised action plan to further enhance the internet control system; • identify the key business processes within the Group and Company that internal audit should focus on; • Allocate necessary resources to selected areas of audit in order to provide management and the Audit Committee an effective and efficient level of internal audit coverage; and • coordinate risk identification and risk management processes and activities.
The in-house Internal Audit Department ceased its function temporarily since July 2014 following the resignation of the Head of Internal Audit Department due to her engagement overseas.
Nevertheless, the Group has also appointed established external Internal Audit firms since year 2010 to support the in-houseI nternal Audit Department, which reports to the Audit Committee and assists the Audit Committee in reviewing the effectiveness of the internal control systems whilst ensuring that there is an appropriate balance of controls and risks management throughout the Group in achieving its business objectives.
The Internal Auditors independently focus on key areas of business risks based on an internal audit plan agreed annually with the Audit Committee and report on the systems of financials and operations control on a quarterly basis to the AuditC ommittee.They adopt a risk-based approach in the planning and conduct of its internal audits. In addition to assist management in recommending certain risk management measure and mechanisms to enhance the existing risk management practices of the Company.
Internal Audit reports, incorporating audit recommendation and management responses with regards to audit findings relating to the weaknesses in the systems and controls of the respective operations audited, were issued to the Audit Committee and the management of the respective operations.The Internal Audit function also followed up with management on the implementation Masterskill Education Group Berhad • Annual Report 2014 Education Group Berhad • Masterskill Annual Report of the agreed audit recommendations. The Audit Committee is regularly updated on the extent of compliance by the respective management units.
The Internal Auditors place great importance on the effective and fair communication with audited and other stakeholders. Open channels of communications are maintained to facilities this. In striving for continuous improvement, the Internal Auditors will endeavor to put in place appropriate action plans and carry out necessary assignments to further enhance the Company’s systems of internal control. Its resources and manpower requirements are reviewed on a regular basis to ensure the function can carry out its duties effectively.
The costs incurred for the Internal Audit function for the financial year ended 31 December 2014 were RM90,000.00.
This Audit Committee Report is made in accordance with the resolution of the Board of Directors dated 15 May 2015.
29 Statement on Risk Management and Internal Control The Board is pleased to provide the Statement on Risk Management and Internal Control that was prepared in accordance with the “Statement on Risk Management & Internal Control – Guidelines for Directors of Public Listed Issuers” which outlines the processes to be adopted by the Board in reviewing the adequacy and effectiveness of the risk management and internal control system of the Group.
Responsibility
The Board of Masterskill Education Group Berhad (“MEGB”) acknowledges its overall responsibility in establishing a sound risk management framework and internal control system. The Board is of the view that the risk management framework and internal control system are designed to manage the Group’s risks within an acceptable risk appetite, rather than eliminate the risk of failure to achieve the policies, goals and objectives of the Group. It can therefore only provide reasonable, rather than absolute assurance of effectiveness against material misstatement of management and financial information or against financial losses and fraud.
The Board has established appropriate control structure and process for identifying, evaluating, monitoring, and managing significant risks that may affect the achievement of business objectives. The control structure and process which have been instituted throughout the Group are updated and reviewed from time to time to suit the changes in the business environment, and this on-going process has been in place for the whole financial year under review and up to the date of approval of this Statement for inclusion in the Annual Report.
The role of the Management includes:
• identifying and evaluating the risks faced, and the achievement of business objectives and strategies; • Formulating relevant policies and procedures to manage these risks; • Designing, implementing, and monitoring a sound system of internal control; • implementing the policies approved by the Board; and • Reporting in a timely manner to the Board any changes to the risks and corrective actions taken.
Internal Control Structure
The key processes that the Board has established in reviewing the adequacy and effectiveness of the risk management and internal control system include the following:
Risk Management Framework
• the Board has established an organisation structure with clearly defined lines of responsibility, authority limits, and accountability aligned to business and operations requirements which support the maintenance of a strong control environment. It has extended the responsibilities of the Audit Committee to include the assessment of internal controls through the Internal Audit function. • Any approved policy and framework formulated to identify measure and monitor various risk components would be reviewed and recommended by the Audit Committee to the Board. Additionally, the Audit Committee reviews and assesses the adequacy of these risk management policies and ensures infrastructure, resources and systems are emplaced for risk management. • the risk management policy is aligned across the business units and subsidiaries of the Group through the streamlining of the risk frameworks, policies and organisational structure.
Internal Audit Function
The Group has established Internal Audit Function through the appointment of an Internal Auditor and an external Internal Audit firm (Co-Sourced) which reports to the Audit Committee and assists the Audit Committee in reviewing the effectiveness of the internal controls system whilst ensuring that there is an appropriate balance of controls and risk management throughout the Group in achieving its business objectives.
Internal Audit Function provides independent assessment on the effectiveness and efficiency of internal controls utilising appropriate audit methodology and tools, to provide reasonable assurance to the Audit Committee.
The internal audit reviews were conducted in accordance with the internal audit plan approved by the Audit Committee. The scope of internal audit usually covers the audits of major business units and/or operations of the Group.
In line with this, the Audit Committee considered all the findings of internal audit through the review of the internal audit reports tabled at the Audit Committee meeting and the Management responses and the recommendations made by Internal Audit Function Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 in order to improve and rectify where necessary. 30 Statement on Risk Management and Internal Control (continued) Internal Audit Function (continued)
They also reviewed the effectiveness of the Group’s internal control mechanisms’ and its compliance with MMLR of Bursa Malaysia, applicable Approved Accounting Standards and other relevant legal and regulatory requirements.
The Internal Audit Function includes:
• Undertaking regular reviews of the Group’s operations and the systems of internal control by performing regular reviews of the business processes to examine and evaluate the adequacy and efficiency of financial and operating controls, and highlights significant risks and non-compliance impacting the Group. • Where applicable, the Internal Audit provides recommendations to improve on the effectiveness of risk management, control and governance processes. The Management will follow through and review the status of actions on recommendations made by the internal and external auditors. • Audit reviews are carried out on units that are identified premised on a risk-based approach, in line with the Group’s objectives and policies in the context of its evolving business and regulatory environment, taking into consideration input of the senior management and the Board. • the Audit Committee meets on a scheduled basis to review the internal control issues identified in reports prepared by Internal Audit and further evaluates the effectiveness and adequacy of the Group’s internal control system. • the Audit Committee has active oversight on Internal Audit’s scope of work and resources. It also reviews the Internal Audit function and the scope of the annual audit plan and frequency of the internal audit activities.
Other Key Elements of Internal control
The other key elements of the procedures established by the Board that provides effective internal control include:
• other Board Committees are also established to assist the Board in performing its oversight function namely Nominating Committee and Remuneration Committee. • A defined framework with appropriate empowerment and authority limits has been approved by the Board. • there are policies and procedures in place to ensure compliance with internal control and the prescribed laws and regulations. These policies and procedures are set out in the Group’s Standard Practice (Employee’s Handbook) and are updated from time to time in tandem with changes to the business environment or regulatory guidelines. • on behalf of the Board, the Audit Committee has the responsibility for oversight of risk management and internal controls over financial reporting and the operations of the Group. • During the year, the Audit Committee have kept under review the effectiveness of this system of internal control and have reported regularly to the Board. In carrying out their reviews, the Audit Committee receives regular business and operational risk assessments, regular reports from the Head of Internal Audit; reports on the annual reviews of the internal control framework of MEGB which cover all internal controls, both financial and non-financial;, contingencies or uncertainties caused by weaknesses in internal controls.
Assurance from the Management
The Board has received reasonable assurance from the Group’s Chief Executive Officer that the Group’s risk management and internal control system is operating adequately and effectively, in all material aspects, and reasonable assurance from the Chief Financial Officer that risk management and internal control system relating to financial reporting objectives are operating adequately and effectively.
Effectiveness of internal controls 2014 Education Group Berhad • Masterskill Annual Report
The Directors, through the Audit Committee, have conducted an annual review of the effectiveness of our system of risk management and internal control covering all material controls, including financial, operational and compliance controls, risk management systems, the adequacy of resources, qualifications and experience of staff of the accounting and financial reporting function and the risk function, and their training programmes and budget. The review does not extend to joint ventures or associates.
The executive management has taken or is taking the necessary actions to remedy any failings or weaknesses identified through the operation of our framework of controls.
This statement is made in accordance with a resolution of the Board of Directors dated 15 May 2015.
31 Additional Compliance Information
1. Share Buy-Back
Detail of shares buy-back during the financial year ended 31 December 2014 are as follows:
Month Breakdown No. of Shares Buy-Back Lowest Price Highest Price Average Price Total Consideration (RM) (RM) (RM) (RM)
September 2014 25,061,000 0.34 0.40 0.37 8,687,203
October 2014 8,756,900 0.41 0.42 0.41 3,641,943
Total 33,817,900 0.34 0.42 0.38 12,329,146
As at end of the financial year:
a. A total of 33,817,900 buy-back shares were held as treasury shares and carried at cost; and
b. No shares had been cancelled.
2. Options, Warrants or Convertible Securities
The Company did not issue any options, warrants and convertible securities during the financial year ended 31 December 2014.
3. Depository Receipt Program
The Company did not sponsor any depository receipt program during the financial year ended 31 December 2014.
4. Imposition of Sanctions and/or Penalties
There were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or Management by any relevant regulatory bodies during the financial year ended 31 December 2014.
5. Non-Audit Fees
The amount of non-audit fees incurred for services rendered to the Group by the external auditor and its local affiliates for the financial year ended 31 December 2014 amounted to RM64,000.T he services were for review of statement on risk management and internal control, review of disclosure of realised and unrealised profit and losses as well as preparation, review and submission of tax returns.
6. Variation in Results
There were no profit estimations, forecasts or projections made or released by the Company during the financial year ended 31 December 2014.
There was no deviation of 10% or more between the audited results for the financial year ended 31 December 2014 and the unaudited results previously announced.
7. Profit Guarantee
The Company did not provide any profit guarantee for the Group’s operations for the financial year ended 31 December 2014.
8. Material Contracts involving Directors and Major Shareholders
There were no material contracts entered into by the Company and its subsidiaries involving Directors’ and major shareholders’ interests which were subsisting at the end of the financial year ended 31 December 2014. Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 32 List of Properties
Properties owned by OUR GROUP
The details of land and buildings owned by us are set out below:
No. Name of Registered Owner / Description/ Land area Freehold / Approximate Date of Net book Beneficial Owner: Lot. No./Postal Existing Use / Built-up Leasehold Age of Acquisition value address area (sq ft) Building as at 31 December 2014 (RM’000) 1 Syarikat Kemacahaya Sdn Bhd / 10 units at the - / 84,246 Freehold 13 years 23 January 13,485 Masterskill Ground Floor, 2006 10 units at the Unit No. G-01 to G-10, 1-01 to 1-10, First Floor, 15 2-01 to 2-15, 3-01 to 3-15 Type: RKB, units at the Taman Kemacahaya held under part Second Floor of GM 5105, Lot 13158 (formerly and 15 units at known as HS (M) 4900, PT No. 5707) the Third Floor in the Mukim and District of Hulu in a block of Langat, Negeri Selangor (“Kemacahaya 4-storey shop Master Title”) office / campus
Postal Address Unit No. G-01 to G-10, 1-01 to 1-10, 2-01 to 2-15, 3-01 to 3-15 Jalan Kemacahaya 11, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor
2 Syarikat Kemacahaya Sdn Bhd / 1 unit at the - / 1,737 Freehold 13 years 17 May 451 Masterskill Ground Floor 2006 in a 3-storey Unit No. G-13, Ground Floor, Type: shop office / RKB, Taman Kemacahaya held under office part of the Kemacahaya Master Title
Postal Address Unit No. G-13, Ground Floor, Type: RKB, Jalan Kemacahaya 11, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor
3 Syarikat Kemacahaya Sdn Bhd / 2 units at the - / 3,190 Freehold 13 years 20 March 751 Masterskill Ground Floor 2007 in a block of Unit No. G-14 and G-15, Ground 3-storey shop Floor, Type: RKB, Taman Kemacahaya office / office
held under part of the Kemacahaya (G-14) and 2014 Education Group Berhad • Masterskill Annual Report Masters Title clinic (G-15)
Postal Address Unit Nos. G-14 and G-15, Ground Floor, Type: RKB, Jalan Kemacahaya 11, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor
33 List of Properties (contINUEd)
No. Name of Registered Owner / Description/ Land area Freehold / Approximate Date of Net book Beneficial Owner: Lot. No./Postal Existing Use / Built-up Leasehold Age of Acquisition value address area (sq ft) Building as at 31 December 2014 (RM’000) 4 Syarikat Kemacahaya Sdn Bhd / 1 unit at the - / 3,474 Freehold 13 years 20 March 169 Masterskill First Floor in a 2007 3-storey shop Unit No. 15-1, First Floor, Type: RKB, office / office Taman Kemacahaya held under part of the Kemacahaya Master Title
Postal Address Unit No. 15-1, First Floor, Type: RKB, Jalan Kemacahaya 11, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor
5 Syarikat Kemacahaya Sdn Bhd / 1 unit at the - / 1,606 Freehold 13 years 6 197 Masterskill Ground Floor September in a 3-storey 2008 Unit No. A-4-G, Ground Floor, Type: shop office / RKA, Taman Kemacahaya held under computer lab part of the Kemacahaya Master Title
Postal Address Unit No. A-4-G, Ground Floor, Jalan Kemacahaya 12, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor
6 Syarikat Kemacahaya Sdn Bhd / 1 unit at the - / 1,606 Freehold 13 years 6 197 Masterskill Ground Floor September in a 3-storey 2008 Unit No. A-5-G, Ground Floor, Type: shop office / RKA, Taman Kemacahaya held under computer lab part of the Kemacahaya Master Title
Postal Address Unit No. A-5-G, Ground Floor, Jalan Kemacahaya 12, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor
7 Syarikat Kemacahaya Sdn Bhd / 1 unit at the - / 1,606 Freehold 13 years 19 171 Masterskill Ground Floor December in a 3-storey 2007 Unit No. A-14-G, Ground Floor, Type: shop office / RKA, Taman Kemacahaya held under classroom part of the Kemacahaya Master Title
Postal Address Unit No. A-14-G, Ground Floor, Type: RKA, Jalan Kemacahaya 11, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 34 List of Properties (contINUEd)
No. Name of Registered Owner / Description/ Land area Freehold / Approximate Date of Net book Beneficial Owner: Lot. No./Postal Existing Use / Built-up Leasehold Age of Acquisition value address area (sq ft) Building as at 31 December 2014 (RM’000) 8 Syarikat Kemacahaya Sdn Bhd / 1 unit at the - / 1,606 Freehold 13 years 22 March 146 Masterskill Ground Floor 2007 in a 3-storey Unit No. A-12-G, Ground Floor, Type: shop office / RKA, Taman Kemacahaya held under classroom part of the Kemacahaya Master Title
Postal Address Unit No. A-12-G, Ground Floor, Jalan Kemacahaya 12, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor
9 Syarikat Kemacahaya Sdn Bhd / 1 unit at the - / 1,606 Freehold 13 years 21 January 189 Masterskill Ground Floor 2008 in a 3-storey Unit No. A-15-G, Ground Floor, Type: shop office / RKA, Taman Kemacahaya held under examination part of the Kemacahaya Master Title department
Postal Address Unit No. A-15-G, Ground Floor, Jalan Kemacahaya 12, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor
10 Syarikat Kemacahaya Sdn Bhd / 1 unit of the - / 892 Freehold 13 years 21 January 56 Masterskill Front Portion 2008 at the First Unit No. A-15-1 (Front Portion), First Floor in a Floor, Type: RKA, Taman Kemacahaya 3-storey held under part of the Kemacahaya shop office / Master Title examination department Postal Address Unit No. A-15-1 (Front Portion), First Floor, Jalan Kemacahaya 12, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor
11 Syarikat Kemacahaya Sdn Bhd / 1 unit of the - / 748 Freehold 13 years 21 January 56 Masterskill Back Portion at 2008
the First Floor 2014 Education Group Berhad • Masterskill Annual Report Unit No. A-15-1 (Back Portion), Floor in a 3-storey No. First Floor, Type: RKA, Taman shop office / Kemacahaya held under part of the examination Kemacahaya Master Title department
Postal Address Unit No. A-15-1 (Back Portion), First Floor, Jalan Kemacahaya 12, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor
35 List of Properties (contINUEd)
No. Name of Registered Owner / Description/ Land area Freehold / Approximate Date of Net book Beneficial Owner: Lot. No./Postal Existing Use / Built-up Leasehold Age of Acquisition value address area (sq ft) Building as at 31 December 2014 (RM’000) 12 Syarikat Kemacahaya Sdn Bhd / 1 unit of - / 910 Freehold 13 years 21 January 38 Masterskill the Front 2008 Portion at the Unit No. A-15-2 (Front Portion), Second Floor Second Floor, Type: RKA, Taman in a 3-storey Kemacahaya held under part of the shop office / Kemacahaya Master Title examination department Postal Address Unit No. A-15-2 (Front Portion), Second Floor, Jalan Kemacahaya 12, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor
13 Syarikat Kemacahaya Sdn Bhd / 1 unit of the - / 748 Freehold 13 years 21 January 38 Masterskill Back Portion 2008 at the Second Unit No. A-15-2 (Back Portion), Floor in a Second Floor, Type: RKA, Taman 3-storey Kemacahaya held under part of the shop office / Kemacahaya Master Title examination department Postal Address Unit No. A-15-2 (Back Portion), Second Floor, Jalan Kemacahaya 12, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor
14 Syarikat Kemacahaya Sdn Bhd / 1 unit of the - / 892 Freehold 13 years 15 93 Masterskill Front Portion December at the First 2008 Unit No. A-2-1 (Front Portion), First Floor in a Floor, Type: RKA, Taman Kemacahaya 3-storey held under part of the Kemacahaya shop office / Master Title teaching and learning centre Postal Address Unit No. A-2-1 (Front Portion), First Floor, Jalan Kemacahaya 12, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 36 List of Properties (contINUEd)
No. Name of Registered Owner / Description/ Land area Freehold / Approximate Date of Net book Beneficial Owner: Lot. No./Postal Existing Use / Built-up Leasehold Age of Acquisition value address area (sq ft) Building as at 31 December 2014 (RM’000) 15 Syarikat Kemacahaya Sdn Bhd / 1 unit of the - / 892 Freehold 13 years 15 88 Masterskill Front Portion December at the First 2008 Unit No. A-1-1 (Front Portion), First Floor in a Floor, Type: RKA, Taman Kemacahaya 3-storey held under part of the Kemacahaya shop office / Master Title classroom
Postal Address Unit No. A-1-1 (Front Portion), First Floor, Jalan Kemacahaya 12, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor
16 Syarikat Kemacahaya Sdn Bhd / 1 unit of the - / 748 Freehold 13 years 15 76 Masterskill Back Portion at December the First Floor 2008 Unit No. A-1-1 (Back Portion), First in a 3-storey Floor, Type: RKA, Taman Kemacahaya shop office / held under part of the Kemacahaya classroom Master Title
Postal Address Unit No. A-1-1 (Back Portion), First Floor, Jalan Kemacahaya 12, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor
17 Syarikat Kemacahaya Sdn Bhd / 1 unit at the - / 1,606 Freehold 13 years 25 March 236 Masterskill Ground Floor 2008 in a 3-storey Unit No. A-6-G, Ground Floor, Type: shop office / RKA, Taman Kemacahaya held under computer lab part of the Kemacahaya Master Title
Postal Address Unit No. A-6-G, Ground Floor, Jalan Kemacahaya 12, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor
18 Syarikat Kemacahaya Sdn Bhd / 1 block of 153,149 / Freehold 13 years 23 January 962 2014 Education Group Berhad • Masterskill Annual Report Masterskill a 1-storey 15,400 2006 building / One-Storey Food Court (Hawker auditorium Centre), Taman Kemacahaya held under part of the Kemacahaya Master Title
Postal Address One-Storey Food Court (Hawker Centre), Jalan Kemacahaya 12, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor
37 List of Properties (contINUEd)
No. Name of Registered Owner / Description/ Land area Freehold / Approximate Date of Net book Beneficial Owner: Lot. No./Postal Existing Use / Built-up Leasehold Age of Acquisition value address area (sq ft) Building as at 31 December 2014 (RM’000) 19 Syarikat Kemacahaya Sdn Bhd / 1 unit at the - / 1,606 Freehold 13 years 30 June 166 Masterskill Ground Floor 2008 in a 3-storey Unit No. A-18-G, Ground Floor, Type: shop office / RKA, Taman Kemacahaya held under classroom part of the Kemacahaya Master Title
Postal Address Unit No. A-18-G, Ground Floor, Jalan Kemacahaya 12, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor
20 Syarikat Kemacahaya Sdn Bhd / 1 unit of the - / 910 Freehold 13 years 30 June 32 Masterskill Front Portion 2008 at the Second Unit No. A-18-2 (Front Portion), Floor in a Second Floor, Type: RKA, Taman 3-storey shop Kemacahaya held under part of the office Kemacahaya Master Title
Postal Address Unit No. A-18-2 (Front Portion), Second Floor, Jalan Kemacahaya 12, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor
21 Syarikat Kemacahaya Sdn Bhd / 1 unit at the - / 1,606 Freehold 13 years 7 August 315 Masterskill Ground Floor 2008 in a 3-storey Unit No. A-16-G, Floor No. Ground shop office Floor, Type: RKA, Taman Kemacahaya / Student held under part of the Kemacahaya Representative Master Title Council
Postal Address Unit No. A-16-G, Jalan Kemacahaya 12, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor
22 Syarikat Kemacahaya Sdn Bhd / 1 unit at the - / 1,606 Freehold 13 years 7 August 629 Masterskill Ground Floor 2008 in a 3-storey Unit No. A-1-G, Floor No. Ground shop office / Floor, Type: RKA, Taman Kemacahaya cafeteria held under part of the Kemacahaya Master Title
Postal Address Unit No. A-1-G, Jalan Kemacahaya 12, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 38 List of Properties (contINUEd)
No. Name of Registered Owner / Description/ Land area Freehold / Approximate Date of Net book Beneficial Owner: Lot. No./Postal Existing Use / Built-up Leasehold Age of Acquisition value address area (sq ft) Building as at 31 December 2014 (RM’000) 23 Syarikat Kemacahaya Sdn Bhd / 1 unit at the - / 1,606 Freehold 13 years 7 August 472 Masterskill Ground Floor 2008 in a 3-storey Unit No. A-2-G, Floor No. Ground shop office / Floor, Type: RKA, Taman Kemacahaya student rest held under part of the Kemacahaya area Master Title
Postal Address Unit No. A-2-G, Jalan Kemacahaya 12, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor
24 Syarikat Kemacahaya Sdn Bhd / 1 unit at the - / 1,606 Freehold 13 years 7 August 393 Masterskill Ground Floor 2008 in a 3-storey Unit No. A-3-G, Floor No. Ground shop office / Floor, Type: RKA, Taman Kemacahaya student rest held under part of the Kemacahaya area Master Title
Postal Address Unit No. A-3-G, Jalan Kemacahaya 12, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor
25 Masterskill / Masterskill A 4-storey 301,938 / Leasehold 8 years 14 15,007 main building, 191,026 for 99 years February Pajakan Negeri Nos 89530 and two 4-storey expiring on 2007 89531, Lot Nos 181679 and 181680, classroom 17 October both in the Mukim of Hulu Kinta and blocks, two 2089 District of Kinta, Perak 2-storey laboratory Postal Address buildings, a No. 26 and 28, Lebuh Perusahaan single storey Klebang 1, IGB International Industrial shop, a single Park, KM 8, Jalan Tunku Abdul Rahman, storey multi- Tasek, 30010 Ipoh, Perak purpose hall, a 3-storey auditorium
block, a 2014 Education Group Berhad • Masterskill Annual Report 4-storey hostel, a surau and a guard house/ campus/ main hall / hostel
39 List of Properties (contINUEd)
No. Name of Registered Owner / Description/ Land area Freehold / Approximate Date of Net book Beneficial Owner: Lot. No./Postal Existing Use / Built-up Leasehold Age of Acquisition value address area (sq ft) Building as at 31 December 2014 (RM’000) 26 Masterskill / Masterskill A piece of 136,083 Leasehold Not 16 1,751 vacant land (on land) for 99 years applicable February Pajakan Negeri No 89532, Lot No expiring on 2007 181681 in the Mukim of Hulu Kinta 17 October and District of Kinta, Perak 2089
Postal Address No. 24, Lebuh Perusahaan Klebang 1, IGB International Industrial Park, KM 8, Jalan Tunku Abdul Rahman Tasek, 30010 Ipoh, Perak
27 Masterskill / Masterskill 4 lots of a 7,491 / Leasehold 6 years 19 June 6,272 4-storey office 29,964 for 66 years 2008 HS(D) 7936 - 7939, PT 210 - 213, shoplot / expiring Seksyen 19 Bandar Kota Bharu, Kota vacant on 10 May Bharu, Kelantan 2075
Postal Address PT Nos. 210 - 213 (New Lots 632 – 635), Seksyen 19, Jalan Hamzah, 15050 Kota Bharu, Kelantan
28 Masterskill / Masterskill 34 lots of 3 55,456 / Leasehold 4 years 20 July 25,651 storey shoplots 164,808 for 99 years 2010 Thirty-four (34) lots of shoplots held / campus expiring on under HS(D) 3554 – HS(D) 3587, PT 20 August 310 - PT 343, all within Section 17, 2102 Bandar Kota Bharu, Daerah Jajahan Kota Bharu, Negeri Kelantan
29 Masterskill / Masterskill A piece of 190,402 Freehold Not 19 August 7,896 vacant land (on land) applicable 2009 HS(D) 365744, PTD No. 175566, under the Mukim Plentong, Daerah Johor Bahru, category Negeri Johor of land use for building Postal Address purpose Off Jalan Lembah, Bandar Seri Alam, 81750 Masai, Johor Bahru
30 Masterskill / Masterskill 2-storey and 346,164 / Freehold 18 years 19 August 21,121 single storey 45,589 2009 HS(D) 365842, PTD No. 175665, commercial Mukim Plentong, Daerah Johor Bahru, building / Negeri Johor campus
Postal Address No. 6, Jalan Lembah, Bandar Seri Alam, 81750 Masai, Johor Bahru Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 40 List of Properties (contINUEd)
No. Name of Registered Owner / Description/ Land area Freehold / Approximate Date of Net book Beneficial Owner: Lot. No./Postal Existing Use / Built-up Leasehold Age of Acquisition value address area (sq ft) Building as at 31 December 2014 (RM’000) 31 Masterskill / Masterskill 5 lots of a 8,690 / Leasehold 6 years 25 August 8,361 4-storey 35,415 for 99 years 2008 Town Lease Nos. 017545961, commercial expiring 017545970, 017545989, 017545998 building / on 31 and 017546002, Likas in the District campus December of Kota Kinabalu 2092
Postal Address Lots 33, 34, 35, 36 and 37, Lorong Juta 5, Plaza Juta, Batu 4, Jalan Tuaran Likas, 88400 Kota Kinabalu, Sabah
32 Masterskill / Masterskill 3 lots of a 5,476 / Leasehold 6 years 25 August 4,551 4-storey 21,249 for 99 years 2008 Town Lease Nos. 017546011, commercial expiring 017546020 and 017546039, Likas in building / on 31 the District of Kota Kinabalu campus December 2092 Postal Address Lots 38, 39 and 40, Lorong Juta 5, Plaza Juta, Batu 4, Jalan Tuaran Likas, 88400 Kota Kinabalu, Sabah
33 Masterskill / Masterskill 2 blocks of 20,990 / Leasehold 2 year 20 31,817 5-storey 104,950 for 99 years December Town Lease Nos. 017546048, building / expiring 2009 017546057, 017546066, 017546075, campus on 31 017546084, 017546093, 017546100, December 017546119, 017546128, 017546137, 2092 017546146, 017546155, 017546164 & 017546173, Likas in the District of Kota Kinabalu
Postal Address Lots 41 - 54, Block E & F, Lorong Juta 5, Plaza Juta, Jalan Tuaran Likas, 88400 Kota Kinabalu, Sabah
34 The General Conference 3-storey 1,452/ Leasehold 6 years 25 August 951 Corporation of the Seventh-Day corner 4,805 for 870 2009 Adventists / Masterskill terraced years 2014 Education Group Berhad • Masterskill Annual Report shophouse / expiring on Sublot 1 (Lot 4604) held under part campus 8 March of Lot 51, Block 218, Kuching North 2826 Land District
Postal Address No. 4604, Jalan Stapok/Jalan Batu Kawa Junction, 3 1/2 mile, Kuching
41 List of Properties (contINUEd)
No. Name of Registered Owner / Description/ Land area Freehold / Approximate Date of Net book Beneficial Owner: Lot. No./Postal Existing Use / Built-up Leasehold Age of Acquisition value address area (sq ft) Building as at 31 December 2014 (RM’000) 35 The General Conference 3-storey 1,200 / Leasehold 6 years 25 August 937 Corporation of the Seventh-Day intermediate 4,805 for 870 2009 Adventists / Masterskill terraced years shophouse / expiring on Sublot 2 (Lot 4605) held under part campus 8 March of Lot 51, Block 218, Kuching North 2826 Land District
Postal Address No. 4605, Jalan Stapok/Jalan Batu Kawa Junction, 3 1/2 mile, Kuching
36 The General Conference 3-storey 1,201 / Leasehold 6 years 25 August 765 Corporation of the Seventh-Day immediate 4,805 for 870 2009 Adventists / Masterskill terraced years shophouse / expiring on Sublot 3 (Lot 4606) held under part campus 8 March of Lot 51, Block 218, Kuching North 2826 Land District
Postal Address No. 4606, Jalan Stapok/Jalan Batu Kawa Junction, 3 1/2 mile, Kuching
37 The General Conference 3-storey 1,173 / Leasehold 6 years 25 August 767 Corporation of the Seventh-Day intermediate 4,805 for 870 2009 Adventists / Masterskill terraced years shophouse / expiring on Sublot 4 (Lot 4607) held under part campus 8 March of Lot 51, Block 218, Kuching North 2826 Land District
Postal Address No. 4607, Jalan Stapok/Jalan Batu Kawa Junction, 3 1/2 mile, Kuching
38 The General Conference 4-storey 1,931 / Leasehold 6 years 25 August 1,614 Corporation of the Seventh-Day intermediate 4,805 for 870 2009 Adventists / Masterskill terraced years shophouse / expiring on Sublot 5 (Lot 4608) held under part campus 8 March of Lot 51, Block 218, Kuching North 2826 Land District
Postal Address No. 4608, Jalan Stapok/Jalan Batu Kawa Junction, 3 1/2 mile, Kuching Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 42 List of Properties (contINUEd)
No. Name of Registered Owner / Description/ Land area Freehold / Approximate Date of Net book Beneficial Owner: Lot. No./Postal Existing Use / Built-up Leasehold Age of Acquisition value address area (sq ft) Building as at 31 December 2014 (RM’000) 39 The General Conference 4-storey 1,931 Leasehold 6 years 25 August 1,646 Corporation of the Seventh-Day intermediate /4,805 for 870 2009 Adventists / Masterskill terraced years shophouse / expiring on Sublot 6 (Lot 4609) held under part campus 8 March of Lot 51, Block 218, Kuching North 2826 Land District
Postal Address No. 4609, Jalan Stapok/Jalan Batu Kawa Junction, 3 1/2 mile, Kuching
40 The General Conference 4-storey 1,174 / Leasehold 6 years 25 August 1,563 Corporation of the Seventh-Day intermediate 4,805 for 870 2009 Adventists / Masterskill terraced years shophouse / expiring on Sublot 7 (Lot 4610) held under part campus 8 March of Lot 51, Block 218, Kuching North 2826 Land District
Postal Address No. 4610, Jalan Stapok/Jalan Batu Kawa Junction, 3 1/2 mile, Kuching
41 The General Conference 3-storey 1,464 / Leasehold 6 years 25 August 1,107 Corporation of the Seventh-Day intermediate 4,805 for 870 2009 Adventists / Masterskill terraced years shophouse / expiring on Sublot 8 (Lot 4611) held under part campus 8 March of Lot 51, Block 218, Kuching North 2826 Land District
Postal Address No. 4611, Jalan Stapok/Jalan Batu Kawa Junction, 3 1/2 mile, Kuching
42 Masterskill / Masterskill 6 storey 44,812 / Leasehold 18 years 30 25,167 building and 173,193 for 99 November PN 3949, Lot No. 3, Bandar Petaling 2 levels of years and 2011 Jaya, Daerah Petaling, Negeri Selangor basement car expiring on Darul Ehsan. park 29/09/2063 Masterskill Education Group Berhad • Annual Report 2014 Education Group Berhad • Masterskill Annual Report
Postal Address No. 14, Jalan 19/1, Section 19, 46300 Petaling Jaya, Selangor Darul Ehsan
43 analysis of shareholdings AS AT 15 MAY 2015
Authorised Share Capital : 1,000,000,000 ordinary shares of RM0.20 each Issued and paid-up share capital : 376,087,880 ordinary shares of RM0.20 each* Class of shares : Ordinary shares of RM0.20 each Voting rights : One vote per ordinary share Number of shareholders : 4,298
* Excluding 33,817,900 treasury shares of RM0.20 each
DISTRIBUTION OF SHAREHOLDINGS
Shareholdings No. of Shareholders % of Shareholders No. of Shares % of Issued Share Capital
Less than 100 21 0.49 194 0.00 100 – 1,000 490 11.40 391,667 0.10 1,001 – 10,000 2,320 53.98 12,635,987 3.36 10,001 – 100,000 1,211 28.18 40,642,200 10.81 100,001 to less than 5% of issued shares 254 5.90 134,315,332 35.71 5% and above of issued shares 2 0.05 188,102,500 50.02 4,298 100.00 376,087,880 100.00
SUBSTANTIAL SHAREHOLDERS
The direct and indirect shareholdings of the shareholders holding more than 5% in Masterskill Education Group Berhad based on the Register of Substantial Shareholders are as follows:-
DIRECT INDIRECT Name No. of Shares held % of Issued Shares No. of Shares held % of Issued Shares Arenga Pinnata Sdn. Bhd. (“APSB”) 108,676,588(1) 28.90 – – Strategic Ambience Sdn. Bhd. (“SASB”) 86,500,212(2) 23.00 – – Creador II LLC – – 108,676,588(3) 28.90 SMRT Holdings Berhad – – 86,500,212(4) 23.00
Notes:
(1) Shares held under its own name and CIMB Group Nominees (Tempatan) Sdn. Bhd.
(2) Shares held under Maybank Nominees (Asing) Sdn. Bhd.
(3) Deemed interested by virtue of its shareholding interest in APSB pursuant to Section 6A of the Companies Act, 1965 (“the Act”).
(4) Deemed interested by virtue of its shareholding interest in SASB pursuant to Section 6A of the Act.
DIRECTORS’ SHAREHOLDINGS
The interests of the Directors of Masterskill Education Group Berhad in the shares of the Company based on the Company’s Register of Directors’ Shareholdings are as follows:-
Direct Indirect Name No. of Shares held % of Issued Shares No. of Shares held % of Issued Shares General Tan Sri Dato’ Seri Mohd Shahrom – – – – bin Dato’ Hj Nordin (Rtd) Major General Dato’ Pahlawan 20,000 0.01 – – Dr. R. Mohana Dass (Rtd) Dato’ Dr. Palaniappan a/l Ramanathan Chettiar @ – – – – Dato’ Dr. R. Palan Kevin Loh Kok Leong – – – – Leou Thiam Lai – – – – Darawati Hussain – – – – Siva Kumar a/l M Jeyapalan – – – – Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 44 analysis of shareholdings AS AT 15 MAY 2015 (continued) Top 30 Largest Shareholders as at 15 May 2015
No. Shareholders Shareholdings Percentage (%)
1. CIMB Group Nominees (Tempatan) Sdn. Bhd. 101,602,288 27.02 Pledged Securities Account for Arenga Pinnata Sdn. Bhd. (CBM – Team 4)
2. Maybank Nominees (Tempatan) Sdn. Bhd. 86,500,212 23.00 Pledged Securities Account for Strategic Ambience Sdn. Bhd. (41425392546A)
3. Arenga Pinnata Sdn. Bhd. 7,074,300 1.88
4. Sterling Plantations Sdn. Bhd. 6,000,000 1.60
5. Leow Hong Yen 5,280,000 1.40
6. Goh Ten Fook 4,325,300 1.15
7. Choy Wee Chiap 3,160,000 0.84
8. TA Nominees (Tempatan) Sdn. Bhd. 3,150,000 0.84 Pledged Securities Account for Goh Cheng Kee
9. TA Nominees (Tempatan) Sdn. Bhd. 2,505,500 0.67 Pledged Securities Account for Kwong Kheun Mooi
10. Affin Hwang Nominees (Tempatan) Sdn. Bhd. 2,500,000 0.66 DBS Vickers Secs (S) Pte Ltd for Goh Ten Fook
11. HSBC Nominees (Asing) Sdn. Bhd. 2,367,900 0.63 Morgan Stanley & Co. International Plc (Firm A/c)
12. JF Apex Nominees (Tempatan) Sdn. Bhd. 2,350,000 0.62 Pledged Securities Account for Impelzone Capital Sdn. Bhd. (Margin)
13. HSBC Nominees (Asing) Sdn. Bhd. 2,344,200 0.62 Exempt An for Credit Suisse (SG BR-TST-Asing)
14. Tan Kian Chuan 2,200,000 0.58
15. Cartaban Nominees (Asing) Sdn. Bhd. 2,000,000 0.53 Exempt An for Credit Agricole (Suisse) SA
16. Public Nominees (Tempatan) Sdn. Bhd. 2,000,000 0.53 Pledged Securities Account for Goh Cheng Kee (E-Imo)
17. Amsec Nominees (Tempatan) Sdn. Bhd. 1,706,000 0.45 2014 Education Group Berhad • Masterskill Annual Report Pledged Securities Account – AmBank (M) Berhad for Yap Ching Loon (Smart)
18. Public Nominees (Tempatan) Sdn. Bhd. 1,586,000 0.42 Pledged Securities Account for Tan Siew Cheng (E-Imo)
19. Kenanga Nominees (Tempatan) Sdn. Bhd. 1,576,000 0.42 Pledged Securities Account for Thevandran a/l K Ragavan (021)
20. Alliancegroup Nominees (Tempatan) Sdn. Bhd. 1,500,000 0.40 Pledged securities account for Heng Yong Kang @ Wang Yong Kang (6000303)
21. Tan Choon Piew 1,500,000 0.40 45 analysis of shareholdings AS AT 15 MAY 2015 (continued) Top 30 Largest Shareholders as at 15 May 2015 (continued)
No. Shareholders Shareholdings Percentage (%)
22. HLB Nominees (Tempatan) Sdn. Bhd. 1,391,000 0.37 Pledged securities account for Heng Yong Kang @ Wang Yong Kang
23. Woon Yen Siang 1,357,100 0.36
24. Alliancegroup Nominees (Tempatan) Sdn. Bhd. 1,350,000 0.36 Pledged Securities Account for Tan Pow Choo @ Wong Seng Eng (6000090)
25. Ghazali bin Mat Ariff 1,350,000 0.36
26. Maybank Nominees (Tempatan) Sdn. Bhd. 1,266,300 0.34 Pledged Securities Account for Kek Lian Lye
27. Cimsec Nominees (Tempatan) Sdn. Bhd. 1,254,900 0.33 CIMB for Chiew Lai Khim (PB)
28. Malacca Equity Nominees (Tempatan) Sdn. Bhd. 1,200,000 0.32 Pledged Securities Account for Lim Eng Lee
29. Maybank Nominees (Tempatan) Sdn. Bhd. 1,129,500 0.30 Pledged Securities Account for Chiew Lai Khim
30. Alliancegroup Nominees (Tempatan) Sdn. Bhd. 1,125,000 0.30 Pledged securities account for Md Yusoff Merican bin Yahaya Merican (8018354) Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 46 Directors’ report for the year ended 31 December 2014 The Directors hereby submit their report and the audited financial statements of the Group and of theC ompany for the year ended 31 December 2014.
Principal activities
The Company is principally engaged in investment holding whilst the principal activities of the subsidiaries are as stated in Note 4 to the financial statements.T here has been no significant change in the nature of these activities during the financial year.
Results Group Company RM’000 RM’000 (Loss)/Profit for the year attributable to: Owners of the Company (43,433) 92,947 Non-controlling interests (454) – (43,887) 92,947
Reserves and provisions
There were no material transfers to or from reserves and provisions during the financial year under review.
Dividends
Since the end of the previous financial year, no dividend was paid or declared by the Company.
Directors of the Company
Directors who served since the date of the last report are:
Mathuraiveran a/l Marimuthu Wisun Soon Siva Kumar a/l M Jeyapalan Tan Kian Aik (appointed on 16 May 2014) General (R) Tan Sri Mohd Shahrom bin Nordin (appointed on 8 April 2015) Darawati Hussain (appointed on 8 April 2015) Major General Dato’ Pahlawan Dr. Mohana Dass a/l Ramasamy (appointed on 8 April 2015) Loh Kok Leong (appointed on 8 April 2015) Leou Thiam Lai (appointed on 8 April 2015) Dato’ Dr. Palaniappan a/l Ramanathan Chettiar (appointed on 8 April 2015) Lim Yong Chye Lawrence (resigned on 30 September 2014) Richard Todd Scanlon (alternate director to Lim Yong Chye Lawrence) (ceased on 30 September 2014) How Soong Khong (resigned on 4 November 2014) Yap Yoke Chuan (resigned on 4 November 2014) Liew Kok Wai (resigned on 4 November 2014) Masterskill Education Group Berhad • Annual Report 2014 Education Group Berhad • Masterskill Annual Report
47 Directors’ report for the year ended 31 December 2014 (continued) Directors’ interests
The interests and deemed interests in the ordinary shares of the Company and of its related corporations (other than wholly-owned subsidiaries) of those who were Directors at year end (including the interests of the spouses or children of the Directors who themselves are not Directors of the Company) as recorded in the Register of Directors’ Shareholdings are as follows:
Number of ordinary shares of RM0.20 each At 1.1.2014/ date At of appointment* Acquired Disposed 31.12.2014 Interest in holding company: Direct Siva Kumar a/l M Jeyapalan 122,000,000 10,556,700 16,900,000 115,656,700 Tan Kian Aik 9,846,800* – 9,846,800 –
Indirect Mathuraiveran a/l Marimuthu - deemed# 5,000 – 5,000 –
# Held by Parimalavathi Bai a/p Kuppana Swami, the spouse of Mathuraiveran a/l Marimuthu
By virtue of his interests in the shares of the Company, Siva Kumar a/l M Jeyapalan is also deemed interested in the shares of the subsidiaries during the financial year to the extent that Masterskill Education Group Berhad has an interest.
The other Director holding office at 31 December 2014 had no interest in the ordinary shares of the Company and of its related corporations during the financial year.
Directors’ benefits
Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors as shown in the financial statement or the fixed salaries of a full time employee of the Company or of related corporations) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest, other than as disclosed in Note 28 to the financial statements.
There were no other arrangements during and at the end of the financial year which had the object 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.
Issue of shares and debentures
There were no changes in the authorised, issued and paid-up capital of the Company during the financial year.
There were no debentures issued during the financial year.
Options granted over unissued shares
No options were granted to any person to take up unissued shares of the Company during the financial year.
Other statutory information
Before the financial statements of the Group and of theC ompany were made out, the Directors took reasonable steps to ascertain that:
i) there are no bad debts to be written off and adequate provision have been made for doubtful debts, and
ii) any current assets which were unlikely to be realised in the ordinary course of business have been written down to an amount
Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 which they might be expected so to realise. 48 Directors’ report for the year ended 31 December 2014 (continued) Other statutory information (continued)
At the date of this report, the Directors are not aware of any circumstances: i) that would render it necessary to write off any bad debts, or the amount of the provision for doubtful debts, in the Group and in the Company inadequate to any substantial extent, or ii) that would render the value attributed to the current assets in the financial statements of the Group and of the Company misleading, or iii) 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, or iv) not otherwise dealt with in this report or the financial statements, that would render any amount stated in the financial statements of the Group and of the Company misleading.
At the date of this report, there does not exist: i) any charge on the assets of the Group or of the Company that has arisen since the end of the financial year and which secures the liabilities of any other person, or ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial year.
No contingent liability or other liability of any company in the Group 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 substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due.
In the opinion of the Directors, except for the gain on disposal of other investments as disclosed in the financial statements, the financial performance of the Group and of theC ompany for the year ended 31 December 2014 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that financial year and the date of this report.
Auditors
The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:
………………………………………………………… Siva Kumar a/l M Jeyapalan Masterskill Education Group Berhad • Annual Report 2014 Education Group Berhad • Masterskill Annual Report
………………………………………………………… Wisun Soon
Kuala Lumpur,
Date: 8 April 2015 49 Statements of financial position as at 31 December 2014
Group Company Note 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Assets Property, plant and equipment 3 25,359 134,304 – – Investments in subsidiaries 4 – – 119,561 119,561 Other investments 5 – 4,866 – 4,866 Total non-current assets 25,359 139,170 119,561 124,427
Trade and other receivables 6 16,433 36,750 155,821 88,355 Prepayments 1,180 1,084 39 – Current tax assets 77 1,636 – – Assets classified as held for sale 7 193,149 97,431 – – Cash and bank balances 8 22,511 43,071 16,267 78 Total current assets 233,350 179,972 172,127 88,433 Total assets 258,709 319,142 291,688 212,860
Equity Share capital 81,981 81,981 81,981 81,981 Share premium 144,225 144,225 144,225 144,225 Reserves (29,494) 28,021 65,218 (13,629) Equity attributable to owners of the Company 9 196,712 254,227 291,424 212,577 Non-controlling interests (476) (22) – – Total equity 196,236 254,205 291,424 212,577
Liabilities Borrowings 10 33,958 39,342 – – Total non-current liabilities 33,958 39,342 – – Borrowings 10 5,384 6,028 – – Trade and other payables 12 23,091 19,550 260 279 Current tax liabilities 40 17 4 4 Total current liabilities 28,515 25,595 264 283 Total liabilities 62,473 64,937 264 283 Total equity and liabilities 258,709 319,142 291,688 212,860
Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 The notes on pages 56 to 91 are an integral part of these financial statements. 50 Statements of profit or loss and other comprehensive income for the year ended 31 December 2014
Group Company Note 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Continuing operations Revenue 13 32,490 47,845 80,000 – Cost of services (24,247) (39,533) – – Gross profit 8,243 8,312 80,000 – Administrative expenses (18,698) (28,669) (921) (834) Other expenses (41,759) (119,456) – (16,665) Other income 14,180 15,763 13,684 – Results from operating activities 14 (38,034) (124,050) 92,763 (17,499) Interest expense 16 (757) (1,479) – – Interest income 506 545 184 17 (Loss)/Profit before tax (38,285) (124,984) 92,947 (17,482) Tax expense 17 (37) (24) – (3) (Loss)/Profit from continuing operations (38,322) (125,008) 92,947 (17,485) Discontinued operation Loss from discontinued operations, net of tax 18 (5,565) (37,956) – – (Loss)/Profit for the year (43,887) (162,964) 92,947 (17,485)
Other comprehensive expense, net of tax Fair value of available-for-sale financial assets 19 (1,812) (5,236) (1,812) (5,236) Other comprehensive expense for the year (1,812) (5,236) (1,812) (5,236) Total comprehensive (expense)/ income for the year (45,699) (168,200) 91,135 (22,721) (Loss)/Profit attributable to: Owners of the Company (43,433) (162,811) 92,947 (17,485) Non-controlling interests (454) (153) – – (Loss)/Profit for the year (43,887) (162,964) 92,947 (17,485)
Total comprehensive (expense)/ income attributable to: Owners of the Company (45,245) (168,047) 91,135 (22,721) Non-controlling interests (454) (153) – – Total comprehensive (expense)/ income for the year (45,699) (168,200) 91,135 (22,721)
Basic loss per ordinary share (sen): 20 from continuing operations (9.48) (30.46) from discontinued operation (1.39) (9.26)
(10.87) (39.72) 2014 Education Group Berhad • Masterskill Annual Report
The notes on pages 56 to 91 are an integral part of these financial statements. 51 CONSOLIDATED statements of changes in equity for the year ended 31 December 2014
Attributable to owners of the Company Non-distributable Distributable Retained earnings/ Non- Share Share Treasury Fair value (Accumulated controlling Total Note capital premium shares reserve loss) Total interests equity RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 Group At 1 January 2013 81,981 144,225 – 7,048 189,020 422,274 131 422,405 Fair value of available-for- sale financial asset – – – (5,236) – (5,236) – (5,236) Loss for the year – – – – (162,811) (162,811) (153) (162,964) Total comprehensive expense for the year – – – (5,236) (162,811) (168,047) (153) (168,200) At 31 December 2013/1 January 2014 81,981 144,225 – 1,812 26,209 254,227 (22) 254,205 Fair value of available-for- sale financial asset – – – (1,812) – (1,812) – (1,812) Loss for the year – – – – (43,433) (43,433) (454) (43,887) Changes in ownership interest in subsidiary – – – – 18 18 – 18 Own shares acquired – – (12,288) – – (12,288) – (12,288)
At 31 December 2014 81,981 144,225 (12,288) – (17,206) 196,712 (476) 196,236 Note 9 Note 9 Note 9 Note 9 Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 52 CONSOLIDATED statements of changes in equity for the year ended 31 December 2014 (continued)
Attributable to owners of the Company Non-distributable Distributable Retained earnings/ Share Share Treasury Fair value (Accumulated Total Note capital premium shares reserve loss) equity RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 Company At 1 January 2013 81,981 144,225 – 7,048 2,044 235,298 Fair value of available-for-sale financial asset – – – (5,236) – (5,236) Loss for the year – – – – (17,485) (17,485) Total comprehensive expense for the year – – – (5,236) (17,485) (22,721) At 31 December 2013/ 1 January 2014 81,981 144,225 – 1,812 (15,441) 212,577 Fair value of available-for-sale financial asset – – – (1,812) – (1,812) Profit for the year – – – – 92,947 92,947 Own shares acquired – – (12,288) – – (12,288)
At 31 December 2014 81,981 144,225 (12,288) – 77,506 291,424 Note 9 Note 9 Note 9 Note 9 Masterskill Education Group Berhad • Annual Report 2014 Education Group Berhad • Masterskill Annual Report
The notes on pages 56 to 91 are an integral part of these financial statements. 53 Statements of cash flows for the year ended 31 December 2014
Group Company Note 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Cash flows from operating activities (Loss)/Profit before tax - continuing operations (38,285) (124,984) 92,947 (17,482) - discontinued operations (5,565) (37,956) – – (43,850) (162,940) 92,947 (17,482) Adjustments for: Depreciation of property, plant and equipment 5,708 19,864 – – Impairment loss on: - property, plant and equipment 9,272 71,212 – – - trade receivables 13,209 13,599 – – - investment in subsidiaries – – – 16,665 - goodwill – 42,286 – – Loss on disposal of subsidiary 18 – – – Gain on disposal of other investments (13,684) – (13,684) – Interest expense 2,230 3,297 – – Interest income (506) (545) (185) (17) Property, plant and equipment written off 1,507 7,496 – – Gain/(Loss) on disposal of property, plant and equipment 237 (16,098) – – Operating (loss)/profit before working capital changes (25,859) (21,829) 79,078 (834) Changes in working capital: Trade and other receivables and prepayments 7,012 11,984 (40) (173) Repayment (to)/from related companies – – (67,465) – Trade and other payables 3,541 (8,718) (19) (66) Cash (used in)/generated from operations (15,306) (18,563) 11,554 (1,073) Income tax refund 1,559 7,410 – – Income tax paid (14) (75) – (3) Interest paid (2,230) (3,297) – – Interest received 506 545 185 17 Net cash (used in)/generated from operating activities (15,485) (13,980) 11,739 (1,059)
Cash flows from investing activities Proceed from disposal of other investments 37,690 – 37,690 – Acquisition of other investments (20,952) – (20,952) – Increase in investments in subsidiaries – – – (2,000) Deposits pledged with licensed banks – 568 – – Purchase of property, plant and equipment (7,630) (12,657) – – Proceeds from disposal of property, plant and equipment 4,133 60,408 – – Net cash generated from/(used in) investing activities 13,241 48,319 16,738 (2,000)
Cash flows from financing activities Repurchase of treasury shares (12,288) – (12,288) – Uplift of deposits pledged with licensed banks (87) – – – Repayment of borrowings (5,075) (19,839) – – Repayment of finance lease liabilities (953) (3,056) – – Net cash used in financing activities (18,403) (22,895) (12,288) –
Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 The notes on pages 56 to 91 are an integral part of these financial statements. 54 Statements of cash flows for the year ended 31 December 2014 (continued)
Group Company Note 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Net increase/(decrease) in cash and cash equivalents (20,647) 11,444 16,189 (3,059) Cash and cash equivalents at1 January 42,728 31,284 78 3,137 Cash and cash equivalents at 31 December (i) 22,081 42,728 16,267 78
Note to statement of cash flows
(i) Cash and cash equivalents
Cash and cash equivalents included in the statements of cash flows comprise the following statements of financial position amounts:
Group Company Note 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000
Deposits placed with licensed banks 8 430 36,642 – – Cash and bank balances 8 22,081 6,429 16,267 78 22,511 43,071 16,267 78 Less: Deposits pledged with licensed banks 8 (430) (343) – – Cash and cash equivalents 22,081 42,728 16,267 78 Masterskill Education Group Berhad • Annual Report 2014 Education Group Berhad • Masterskill Annual Report
The notes on pages 56 to 91 are an integral part of these financial statements. 55 Notes to the financial statementS
Masterskill Education Group Berhad is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Market of Bursa Malaysia Securities Berhad. The addresses of the principal place of business and registered office of the Company are as follows:
Principal place of business G-8 Jalan Kemacahaya 11 Taman Kemacahaya, Batu 9 43200 Cheras Selangor Darul Ehsan
Registered office B-13-15, Level 13, Menara Prima Tower B, Jalan PJU1/39, Dataran Prima 47301 Petaling Jaya Selangor Darul Ehsan
The consolidated financial statements of theC ompany as at and for the year ended 31 December 2014 comprise the Company and its subsidiaries (together referred to as the “Group” and individually referred to as “Group entities”). The financial statements of the Company as at and for the year ended 31 December 2014 do not include other entities.
The Company is principally engaged in investment holding whilst the principal activities of the subsidiaries are as stated in Note 4.
These financial statements were authorised for issue by the Board of Directors on 8 April 2015.
1. Basis of preparation
(a) Statement of compliance
The financial statements of the Company have been prepared in accordance with the Malaysian Financial Reporting Standards (“MFRS”), International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia.
The following are accounting standards, amendments and interpretations that have been issued by the Malaysian Accounting Standards Board (“MASB”) but have not been adopted by the Company:
MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 July 2014 • Amendments to MFRS 1, First-time Adoption of Malaysian Financial Reporting Standards (Annual Improvements 2011- 2013 Cycle) • Amendments to MFRS 2, Share-based Payment (Annual Improvements 2010-2012 Cycle) • Amendments to MFRS 3, Business Combinations (Annual Improvements 2010-2012 Cycle and 2011-2013 Cycle) • Amendments to MFRS 8, Operating Segments (Annual Improvements 2010-2012 Cycle) • Amendments to MFRS 13, Fair Value Measurement (Annual Improvements 2010-2012 Cycle and 2011-2013 Cycle) • Amendments to MFRS 116, Property, Plant and Equipment (Annual Improvements 2010-2012 Cycle) • Amendments to MFRS 119, Employee Benefits – Defined Benefit Plans: Employee Contributions • Amendments to MFRS 124, Related Party Disclosures (Annual Improvements 2010-2012 Cycle) • Amendments to MFRS 138, Intangible Assets (Annual Improvements 2010-2012 Cycle) • Amendments to MFRS 140, Investment Property (Annual Improvements 2011-2013 Cycle)
MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2016 • Amendments to MFRS 5, Non-current Assets Held for Sale and Discontinued Operations (Annual Improvements 2012- 2014 Cycle) • Amendments to MFRS 7, Financial Instruments: Disclosures (Annual Improvements 2012-2014 Cycle) • Amendments to MFRS 10, Consolidated Financial Statements and MFRS 128, Investments in Associates and Joint Ventures – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture • Amendments to MFRS 11, Joint Arrangements – Accounting for Acquisitions of Interests in Joint Operations • MFRS 14, Regulatory Deferral Accounts • Amendments to MFRS 116, Property, Plant and Equipment and MFRS 138, Intangible Assets – Clarification of Acceptable Methods of Depreciation and Amortisation • Amendments to MFRS 116, Property, Plant and Equipment and MFRS 141, Agriculture – Agriculture: Bearer Plants • Amendments to MFRS 119, Employee Benefits (Annual Improvements 2012-2014 Cycle) • Amendments to MFRS 127, Separate Financial Statements – Equity Method in Separate Financial Statements
Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 • Amendments to MFRS 134, Interim Financial Reporting (Annual Improvements 2012-2014 Cycle) 56 Notes to the financial statements (continued) 1. Basis of preparation (continued)
(a) Statement of compliance (continued)
MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2017 • MFRS 15, Revenue from Contracts with Customers
MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2018 • MFRS 9, Financial Instruments (2014)
The Group plans to apply the abovementioned accounting standards, amendments and interpretations:
• from the annual period beginning on 1 January 2015 for those accounting standards, amendments or interpretations that are effective for annual periods beginning on or after 1 July 2014, except for MFRS 1, MFRS 2, MFRS 3, MFRS 8, MFRS 119, MFRS 138, and MFRS 140 which are not applicable to the Company.
• from the annual period beginning on 1 January 2016 for those accounting standards, amendments or interpretations that are effective for annual periods beginning on or after 1 January 2016, except for MFRS 5, MFRS 10, MFRS 11, MFRS 14, MFRS 119, MFRS 127, and MFRS 134 which are not applicable to the Company.
• from the annual period beginning on 1 January 2017 for those accounting standards, amendments or interpretations that are effective for annual periods beginning on or after 1 January 2017, except for MFRS 15 which is not applicable to the Company
• from the annual period beginning on 1 January 2018 for those accounting standards, amendments or interpretations that are effective for annual periods beginning on or after 1 January 2018.
(b) Basis of measurement
The financial statements have been prepared on the historical cost basis other than as disclosed in Note 2.
(c) Functional and presentation currency
These financial statements are presented in Ringgit Malaysia (“RM”), which is the Group’s and the Company’s functional currency. All financial information is presented in RM and has been rounded to the nearest thousand, unless otherwise stated.
(d) Use of estimates and judgements
The preparation of the financial statements in conformity with Malaysian Financial ReportingS tandards (“MFRS”) requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
There are no significant areas of estimation uncertainty and critical judgements in applying accounting policies that have
significant effect on the amounts recognised in the financial statements other than that disclosed in Note 4, measurement 2014 Education Group Berhad • Masterskill Annual Report of the recoverable amounts of cash generating units.
57 Notes to the financial statements (continued) 2. Significant accounting policies
The accounting policies set out below have been applied consistently to the periods presented in these financial statements, unless otherwise stated.
(a) Basis of consolidation
(i) Subsidiaries
Subsidiaries are entities, including unincorporated entities, controlled by the Company. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Control exists when the Company has the ability to exercise its power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.I n assessing control, potential voting rights that presently are exercisable are taken into account.
The Group adopted MFRS 10, Consolidated Financial Statements in the current financial year. This resulted in changes to the following policies:
• control exists when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. In the previous financial years, control exists when the Group has the ability to exercise its power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
• potential voting rights are considered when assessing control only when such rights are substantive. In the previous financial years, potential voting rights are considered when assessing control when such rights are presently exercisable.
• the Group considers it has de facto power over an investee when, despite not having the majority of voting rights, it has the current ability to direct the activities of the investee that significantly affect the investee’s return. In the previous financial years, the Group did not consider de facto power in its assessment of control.
Investments in subsidiaries are measured in the Company’s statement of financial position at cost less any impairment losses. The cost of investments includes transaction costs.
(ii) Business combinations
Business combinations are accounted for using the acquisition method from the acquisition date, which is the date on which control is transferred to the Group.
For new acquisitions, the Group measures the cost of goodwill at the acquisition date as:
• the fair value of the consideration transferred; plus
• the recognised amount of any non-controlling interests in the acquiree; plus
• if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less
• the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.
For each business combination, the Group elects whether it measures the non-controlling interests in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets at the acquisition date.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred. Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 58 Notes to the financial statements (continued) 2. Significant accounting policies (continued)
(a) Basis of consolidation (continued)
(iii) Acquisitions of non-controlling interests
The Group treats all changes in its ownership interest in a subsidiary that do not result in a loss of control as equity transactions between the Group and its non-controlling interest holders. Any difference between the Group’s share of net assets before and after the change, and any consideration received or paid, is adjusted to or against Group reserves.
(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. Non-controlling interests in the results of the Group is presented in the consolidated statement of profit or loss and other comprehensive income as an allocation of the profit or loss and the comprehensive income for the year between non-controlling interest and 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) Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.
(b) Financial instruments
(i) Initial recognition and measurement
A financial asset or a financial liability is recognised in the statement of financial position when, and only when, the Group or the Company becomes a party to the contractual provisions of the instrument.
A financial instrument is recognised initially, at its fair value plus, in the case of a financial instrument not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument.
An embedded derivative is recognised separately from the host contract and accounted for as a derivative if, and only if, it is not closely related to the economic characteristics and risks of the host contract and the host contract is not categorised at fair value through profit or loss.T he host contract, in the event an embedded derivative is recognised separately, is accounted for in accordance with policy applicable to the nature of the host contract.
(ii) Financial instrument categories and subsequent measurement
The Group and the Company categorise financial instruments as follows: Masterskill Education Group Berhad • Annual Report 2014 Education Group Berhad • Masterskill Annual Report Financial assets
(a) Loans and receivables
Loans and receivables category comprises debt instruments that are not quoted in an active market.
Financial assets categorised as loans and receivables are subsequently measured at amortised cost using the effective interest method.
(b) Available-for-sale financial assets
Available-for-sale category comprises investment in equity and debt securities instruments that are not held for trading. 59 Notes to the financial statements (continued) 2. Significant accounting policies (continued)
(b) Financial instruments (continued)
(ii) Financial instrument categories and subsequent measurement (continued)
(b) Available-for-sale financial assets (continued)
Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost. Other financial assets categorised as available-for- sale are subsequently measured at their fair values with the gain or loss recognised in other comprehensive income, except for impairment losses, foreign exchange gains and losses arising from monetary items and gains and losses of hedged items attributable to hedge risks of fair value hedges which are recognised in profit or loss. On derecognition, the cumulative gain or loss recognised in other comprehensive income is reclassified from equity into profit or loss. Interest calculated for a debt instrument using the effective interest method is recognised in profit or loss.
All financial assets, except for those measured at fair value through profit or loss, are subject toreviewfor impairment (see Note 2(h)(i)).
Financial liabilities
All financial liabilities are subsequently measured at amortised cost other than those categorised as fair value through profit or loss.
(iii) Derecognition
A financial asset or part of it is derecognised when, and only when the contractual rights to the cash flows from the financial asset expire or the financial asset is transferred to another party without retaining control or substantially all risks and rewards of the asset. On derecognition of a financial asset, the difference between the carrying amount and the sum of the consideration received (including any new asset obtained less any new liability assumed) and any cumulative gain or loss that had been recognised in equity is recognised in profit or loss.
A financial liability or a part of it is derecognised when, and only when, the obligation specified in the contract is discharged or cancelled or expires. On derecognition of a financial liability, the difference between the carrying amount of the financial liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
(c) Property, plant and equipment
(i) Recognition and measurement
Freehold land and work-in-progress are stated at cost. Other items of property, plant and equipment are stated at cost less any accumulated depreciation and any accumulated impairment losses.
Cost includes expenditures that are directly attributable to the acquisition of the asset and any other costs directly attributable to bringing the asset to working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. The cost of self-constructed assets also includes the cost of materials and direct labour. For qualifying assets, borrowing costs are capitalised in accordance with the accounting policy on borrowing costs. Cost also may include transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment.
Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.
When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
The gains or losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within “other income” or “other expenses” respectively in profit or loss. Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 60 Notes to the financial statements (continued) 2. Significant accounting policies (continued)
(c) Property, plant and equipment (continued)
(ii) Subsequent costs
The cost of replacing a component of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group or the Company, and its cost can be measured reliably. The carrying amount of the replaced part is derecognised to profit or loss.T he costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.
(iii) Depreciation
Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets are assessed, and if a component has a useful life that is different from the remainder of that asset, then that component is depreciated separately.
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Freehold land is not depreciated. Property, plant and equipment under construction are not depreciated until the assets are ready for their intended use.
The estimated useful lives for the current and comparative periods are as follows:
Buildings 33 1/3 years Books 10 years Motor vehicles 5 years Furniture and fittings 10 years computer, LCD and overhead projectors 2 1/2 years Renovation and electrical installation 10 years office and medical equipment 10 years Robes 5 years
Depreciation methods, useful lives and residual values are reviewed at the end of the reporting period and adjusted as appropriate.
(d) Leased assets
(i) Finance lease
Leases in terms of which the Group or the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Upon initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.
Minimum lease payments made under finance leases are apportioned between the finance expense and the 2014 Education Group Berhad • Masterskill Annual Report reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confirmed.
Leasehold land which in substance is a finance lease is classified as property, plant and equipment.
(ii) Operating lease
Leases, where the Group or the Company does not assume substantially all the risks and rewards of ownership are classified as operating leases; the leased assets are not recognised in the statement of financial position.
61 Notes to the financial statements (continued) 2. Significant accounting policies (continued)
(d) Leased assets (continued)
(ii) Operating lease (continued)
Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Lease incentives received are recognised in profit or loss as an integral part of the total lease expense, over the term of the lease. Contingent rentals are charged to profit or loss in the reporting period in which they are incurred.
Leasehold land which in substance is an operating lease is classified as prepaid lease payments.
(e) Intangible assets
(i) Goodwill
Goodwill arises on business combinations and is measured at cost less any accumulated impairment losses.
(ii) Amortisation
Goodwill is not amortised but is tested for impairment annually and whenever there is an indication that it may be impaired.
(f) Non-current assets held for sale
Non-current assets, or disposal group comprising assets and liabilities that are expected to be recovered primarily through sale or distribution to owners rather than through continuing use, are classified as held for sale or distribution.
Immediately before classification as held for sale or distribution, the assets, or components of a disposal group, are remeasured in accordance with the Group’s accounting policies. Thereafter generally the assets, or disposal group are measured at the lower of their carrying amount and fair value less costs of disposal.
Any impairment loss on a disposal group is first allocated to goodwill, and then to remaining assets and liabilities on pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets and investment property, which continue to be measured in accordance with the Group’s accounting policies. Impairment losses on initial classification as held for sale or distribution and subsequent gains or losses on remeasurement are recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment loss.
(g) Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, balances and deposits with banks and highly liquid investments which have an insignificant risk of changes in value with original maturities of three months or less and are used by the Group and the Company in the management of their short-term commitments. For the purpose of the statements of cash flows, cash and cash equivalents are presented net of pledged deposits.
(h) Impairment
(i) Financial assets
All financial assets (except for investments in subsidiaries) 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 asset.L osses expected as a result of future events, no matter how likely, are not recognised. For an equity instrument, a significant or prolonged decline in the fair value below its cost is an objective evidence of impairment. If any such objective exists, then the financial asset’s recoverable amount is estimated.
An impairment loss in respect of loans and receivables is recognised in profit or loss and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account. Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 62 Notes to the financial statements (continued) 2. Significant accounting policies (continued)
(h) Impairment (continued)
(i) Financial assets (continued)
An impairment loss in respect of available-for-sale financial assets is recognised in profit or loss and is measured as the difference between the asset’s acquisition cost (net of any principal repayment and amortisation) and the asset’s current fair value, less any impairment loss previously recognised. 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 reclassified from equity and recognised to profit or loss.
An impairment loss in respect of unquoted equity instrument that is carried at cost is recognised in profit or loss and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset.
Impairment losses 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 asset’s carrying amount does not exceed what the carrying amount would have been had the impairment not been recognised at the date the impairment is reversed. The amount of the reversal is recognised in profit or loss.
(ii) Other assets
The carrying amounts of other assets (except for deferred tax asset) are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill, the recoverable amount is estimated each period at the same time.
For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating units. Subject to an operating segment ceiling test, for the purpose of goodwill impairment testing, cash-generating units to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes.T he goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to group of cash- generating units that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or cash-generating unit.
An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit exceeds its estimated recoverable amount.
Impairment losses are recognised in profit or loss.I mpairment losses recognised in respect of cash-generating units 2014 Education Group Berhad • Masterskill Annual Report are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit (or the group of cash-generating units) and then to reduce the carrying amount of the other assets in the cash-generating unit (or the group of cash-generating units) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at the end of each reporting period for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount since the last impairment loss was recognised. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Reversals of impairment losses are credited to profit or loss in the year in which the reversals are recognised.
63 Notes to the financial statements (continued) 2. Significant accounting policies (continued)
(i) Equity instruments
Instruments classified as equity are measured at cost on initial recognition and are not remeasured subsequently.
(i) Issue expenses
Costs directly attributable to issue of instruments classified as equity are recognised as a deduction from equity.
(ii) Ordinary shares
ordinary shares are classified as equity.
(iii) Repurchase, disposal and reissue of share capital (treasury shares)
When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs, net of any tax effects, is recognised as a deduction from equity. Repurchased shares that are not subsequently cancelled are classified as treasury shares in the statement of changes in equity.
When treasury shares are sold or reissued subsequently, the difference between the sales consideration net of directly attributable costs and the carrying amount of the treasury shares is recognised in equity.
(j) Employee benefits
(i) Short-term employee benefits
Short-term employee benefit obligations in respect of salaries, annual bonuses, paid annual leave and sick leave are measured on an undiscounted basis and are expensed as the related service is provided.
A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
(ii) State plans
The Group’s contributions to statutory pension funds are charged to profit or loss in the financial year to which they relate. Once the contributions have been paid, the Group has no further payment obligations.
(k) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.T he unwinding of the discount is recognised as finance cost.
(l) Contingent liabilities
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is not recognised in the statements of financial position and is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events, are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote. Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 64 Notes to the financial statements (continued) 2. Significant accounting policies (continued)
(m) Revenue and other income
(i) Services
Revenue of the Group represents course fees, registration fees, processing fees, administration fees and other miscellaneous fees.
Revenue from course fees is recognised over the period of the course in profit or loss. Registration fees, processing fees and administration fees are recognised in profit or loss upon commencement of the course.
Other miscellaneous fees represent convocation fees and co-curriculum fees.
(ii) Interest income
Interest income is recognised as it accrues using the effective interest method in profit or loss except for interest income arising from temporary investment of borrowings taken specifically for the purpose of obtaining a qualifying asset which is accounted for in accordance with the accounting policy on borrowing costs.
(iii) Dividend income
Dividend income is recognised in profit or loss on the date that the Group’s or the Company’s right to receive payment is established, which in the case of quoted securities is the ex-dividend date.
(n) Borrowing costs
Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as part of the cost of those assets.
The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when expenditure for the asset is being incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for its intended use or sale are in progress. Capitalisation of borrowing costs is suspended or ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are interrupted or completed.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
(o) Income tax
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss except to the extent that it relates to a business combination or items recognised directly in equity or other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted 2014 Education Group Berhad • Masterskill Annual Report or substantively enacted by the end of the reporting period, and any adjustment to tax payable in respect of previous financial years.
Deferred tax is recognised using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities in the statement of financial position and their tax bases. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax recognised is measured based on the expected manner of realisation or settlement of the carrying amount of the assets and liabilities, using tax rates enacted or substantively enacted at the reporting date. Deferred tax assets and liabilities are not discounted. 65 Notes to the financial statements (continued) 2. Significant accounting policies (continued)
(o) Income tax (continued)
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets are reviewed at the end of each reporting period and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Unutilised investment tax allowance, being tax incentive that is not a tax base of an asset, is recognised as a deferred tax asset to the extent that it is probable that the future taxable profits will be available against which the unutilised tax incentive can be utilised.
(p) Discontinued operations
A discontinued operation is a component of the Group’s business that represents a separate major line of business or geographical area of operations that has been disposed of or is held for sale or distribution, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative statement of profit or loss and other comprehensive income is re-presented as if the operation had been discontinued from the start of the comparative period.
(q) Earnings per ordinary share
The Group presents basic and diluted earnings per share data for its ordinary shares (“EPS”).
Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders ofthe Company by the weighted average number of ordinary shares outstanding during the period, adjusted for own shares held.
Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding adjusted for own shares held for the effects of all dilutive potential ordinary shares.
(r) Operating segments
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. An operating segment’s operating results are reviewed regularly by the chief operating decision maker, which in this case is the Chief Executive Officer of the Group, to make decisions about resources to be allocated to the segment and to assess its performance, and for which discrete financial information is available.
(s) Contingent liabilities
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is not recognised in the statements of financial position and is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events, are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.
(t) Fair value measurement
Fair value of an asset or a liability, except for share-based payment and lease transactions, is determined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The measurement assumes that the transaction to sell the asset or transfer the liability takes place either in the principal market or in the absence of a principal market, in the most advantageous market. Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 66 Notes to the financial statements (continued) 2. Significant accounting policies (continued)
(t) Fair value measurement (continued)
For non-financial asset, the fair value measurement takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair value are categorised into different levels in a fair value hierarchy based on the input used in the valuation technique as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date. Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: unobservable inputs for the asset or liability.
The Group recognises transfers between levels of the fair value hierarchy as of the date of the event or change in circumstances that caused the transfers. Masterskill Education Group Berhad • Annual Report 2014 Education Group Berhad • Masterskill Annual Report
67 Notes to the financial statements (continued) – Total 12,657 18,243 (2,359) (50,376) (24,402) RM’000 450,058 239,429 (148,508) (144,027) (4,869) 7,630 114,047 – – – (899) (7,185) (1,998) 20,209 10,613 20,740 (27,269) RM’000 progress 6,529 Work–in– – – – – – – – – – 28 815 843 Robes – – RM’000 843 – and 390 247 (262) (221) (368) (895) 9,082 Office (9,081) 32,574 22,867 medical RM’000 40 31,506 equipment – – and 417 (778) 1,029 (7,908) 60,715 24,467 (29,786) (11,378) RM’000 12,575 electrical (352) 616 installation Renovation – 350 235 195 (442) 8,420 3,061 (3,061) (1,639) 25,795 (13,260) RM’000 LCD and overhead 11,053 (181) projectors Computer, – – and 196 200 (872) (439) (341) 4,478 (4,478) 20,802 fittings 15,740 RM’000 (486) 19,060 Furniture – – – – – – – 34 9,436 (6,342) Motor 15,778 (3,628) 5,842 RM’000 vehicles – – – – (5) 51 16 5,603 4,032 1,622 Books (1,622) (1) 5,664 RM’000 – – – – – – – (67,904) (82,675) RM’000 176,968 109,064 Buildings 26,389 –
– – – – – – – land 34,613 22,705 (11,908) (22,705) RM’000 – – Leasehold – – – – – – – land 1,115 56,186 (20,668) (34,403) RM’000 – Freehold 1,115 ransfer ransfer to assets held for sale (see note 7) ransfer to assets held for ransfer to assets held for sale (see note 7) ransfer to assets held for ransfer sale from assets held for Property, plant and equipment Property, Group Cost At 1 January 2013 Additions T T At 31 December 2013/ 1 January 2014 Written off Disposals Additions T T Written off Disposals At 31 December 2014
Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 3. 68 Notes to the financial statements (continued) Total (6,066) 88,098 19,864 49,561 55,564 17,292 49,561 53,422 35,266 (29,426) (16,906) (45,543) RM’000 134,304 (852) 25,359 5,708 (3,068) 10,026 – – – – – – – – – – (9,126) 20,740 RM’000 progress – 9,126 9,126 Work-in- – – – – – – – – – – – 337 164 501 670 342 173 – – Robes – – RM’000 169 – and 86 (350) (130) 2,470 8,898 Office (3,606) 208 11,957 12,318 10,341 12,318 13,810 medical RM’000 (76) (83) 22 equipment 17,610 – – – and 5,163 6,129 6,129 8,813 (4,284) 22,977 11,446 6,892 (12,410) (10,285) RM’000 electrical – 3,762 installation 1,608 (47) (38) Renovation – – 973 973 45 3,187 7,402 9,684 3,090 (2,821) (1,516) 20,706 (12,154) RM’000 127 LCD and overhead (181) – 63 (421) 1,242 projectors Computer, – and 175 257 (118) (199) 6,277 1,596 9,555 6,010 9,555 3,687 7,107 (1,546) fittings (307) RM’000 (167) 11,696 25 – Furniture – – – – – 8,480 1,628 – 5,887 4,319 3,549 1,523 – – (4,221) (2,599) Motor – 1,031 RM’000 vehicles – – – 13 26 422 (603) 2,230 1,970 2,049 1,970 1,617 2,654 Books (1) – – 3 2,984 RM’000 – – – 4,799 6,365 (7,690) 13,946 14,224 11,055 14,224 83,785 619 19,405 (21,403) RM’000 – – Buildings 2,528 580 580 – – – – 435 873 land (750) 1,188 3,277 3,277 (4,729) 18,555 – – RM’000 – – 320 259 Leasehold – – – – – – – – – – land – – 1,115 1,115 – – – RM’000 Freehold 1,115 Masterskill Education Group Berhad • Annual Report 2014 Education Group Berhad • Masterskill Annual Report loss Accumulated depreciation Accumulated Accumulated impairmentAccumulated loss ransfer to assets held for sale (see note 7) ransfer to assets held for ransfer to assets held for sale (see note 7) ransfer to assets held for ransfer sale from assets held for Property, plant and equipment (continued) plant and equipment Property, Group Accumulated depreciation and impairment depreciation Accumulated At 1 January 2013 Depreciation for the year Depreciation for I mpairment loss T Written off Disposals At 31 December 2013/ 1 January 2014 Disposals At 31 December 2014 depreciation Accumulated I mpairment loss Written off T T Depreciation for the year Depreciation for Accumulated impairmentAccumulated loss Group Carrying amounts At 31 December 2013/1 January 2014 At 31 December 2014
3. 69 Notes to the financial statements (continued) 3. Property, plant and equipment (continued)
3.1 Impairment loss
During the year, the Group assessed the recoverable amount of all the property, plant and equipment based on the cash-generating unit it belongs to. Every campus is considered a cash-generating unit.
The recoverable amount of the cash-generating unit was deemed based on the higher of the fair value less cost to sell and the value in use. An impairment loss of RM9,272,000 (2013: RM71,212,000) was recognised based on comparison of fair value less cost to sell and the carrying amount. The fair value amounts were derived from valuation report provided by an independent valuer.
3.2 Leased plant and machinery
Included in property, plant and equipment of the Group are motor vehicles acquired under finance lease arrangements with a carrying amount of RM167,000 (2013: RM3,549,000).
3.3 Security
At 31 December 2014, land and buildings with a carrying amount of RM Nil (2013: RM26,820,000) were pledged to secure bank loans.
Land and buildings with a carrying amount of RM13,060,000 (2013: RM14,021,000) were pledged for the bank loans which has been fully repaid.
3.4 Land
Included in the carrying amount of land is leasehold land with unexpired lease period of more than 50 years at RM Nil (2013: RM17,690,000).
3.5 Others
The land title for freehold land and buildings with carrying amount of RM19,405,000 (2013: RM30,398,000) is pending issuance by the authorities.
4. Investments in subsidiaries
Company Note 2014 2013 RM’000 RM’000 At cost: Unquoted shares 76,716 93,381 Amounts due from subsidiaries 4.1 42,845 42,845 less: Impairment loss – (16,665) 119,561 119,561
4.1 the amounts due from subsidiaries were non-trade in nature, unsecured and interest free. The settlement of the amounts was neither planned nor likely to occur in the foreseeable future. As these amounts were in substance, a part of the Company’s net investment in the subsidiaries, they were stated at cost less accumulated impairment losses. Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 70 Notes to the financial statements (continued) 4. Investments in subsidiaries (continued)
Details of the subsidiaries are as follows:
Country of Name of subsidiary incorporation Principal activities Effective ownership interest 2014 2013 % %
Masterskill (M) Sdn. Bhd. Malaysia Provision of education services 100 100
Valencia Education Group Sdn. Bhd. Malaysia Provision of education services 70 70
Masterskill (Ipoh) Sdn. Bhd.(fka Masterskill Malaysia Dormant 100 100 Campus Management Sdn. Bhd.)
Aspiration Achievers Network Sdn. Bhd. Malaysia Dormant 100 100
Masterskill International Incorporated Malaysia Dormant 100 100
Subsidiaries of Masterskill (M) Sdn. Bhd.
Masterskill Resources Sdn. Bhd. Malaysia Dormant 100 100
Amet Risk Management and Consultancy Malaysia Provision of insurance agency 100 100 Sdn. Bhd.(fka Medic Express Sdn. Bhd.) services
Masterskill International Sdn. Bhd. Malaysia Dormant 100 100
Masterskill (KB) Sdn. Bhd. (fka Masterskill Malaysia Dormant 100 100 Physiotherapy and Rehabilitation Sdn. Bhd.)
Asiamet Executive Education Centre Sdn. Malaysia Provision of education/ 100 100 Bhd. (fka MUCH Sdn. Bhd.) training/ management consulting/ investment holding
Masterskill (KK) Sdn. Bhd. (fka Unihealth Malaysia Dormant 100 100 (M) Sdn. Bhd.)
Masterskill (Kuching) Sdn. Bhd. (fka Malaysia Dormant 100 100 Masterskill Gerontology Sdn. Bhd.)
FILO Dialysis Sdn. Bhd.(fka Masterskill Malaysia Dormant – 100 Dialysis Sdn. Bhd.)# 2014 Education Group Berhad • Masterskill Annual Report
# FILO Dialysis Sdn. Bhd. was disposed for a consideration of RM100 on 30 January 2014. The Company had a net liability of RM18,000 as at 31 December 2013.
71 Notes to the financial statements (continued) 5. Other investments
Group and Company 2014 2013 RM’000 RM’000 Non-current Available-for-sale financial assets: Quoted shares outside Malaysia – 4,866
Representing items: At fair value – 4,866
During the year, the above investment representing 72,333,000 shares in PT Sejahteraya Anugrahjaya was disposed for an amount equivalent of RM4,140,000.
On 2 April 2014, the Company had purchased 118,000,000 ordinary shares of HKD0.0010 each, representing an interest of 4% in the share capital of Gayety Holdings Limited at HKD0.40 per sale share amounting to an aggregate consideration of approximately HKD47,200,000 (equivalent to RM19,982,134). The shares were subsequently disposed on 19 August 2014 for a consideration of RM33,550,000.
The gains on disposals of the above mentioned investments amounting to RM13,684,000 (2013: RM Nil) was recorded as other income.
6. Trade and other receivables
Group Company Note 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000
Trade Trade receivables 60,849 67,952 – – Less: Impairment loss (50,836) (37,627) – – 10,013 30,325 – – Non-trade Other receivables 2,417 1,657 – – Deposits 6.1 4,003 4,768 – – Amount due from a subsidiaries 6.2 – – 155,821 88,355 16,433 36,750 155,821 88,355
6.1 included in deposits of the Group are rental deposits for accommodation amounting to RM 680,000 (2013: RM1,333,000).
6.2 the amount due from a subsidiary is non-trade in nature, unsecured, interest free and repayable on demand. Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 72 Notes to the financial statements (continued) 7. Assets classified as held for sale
Kota Bharu, Pasir Gudang, Ipoh, Kuching, Kota Kinabalu and Petaling Jaya campuses are presented as held for sale following the Group’s decision to consolidate the operations from these campuses to the Cheras campus. Efforts to sell these properties have commenced, and sale is expected to be completed by 31 December 2015. At 31 December 2014, the assets that are held for sale are as follows:
Property, plant and equipment which are assets classified as held for sale of the Group comprise the following:
Accumulated Accumulated impairment Cost depreciation loss NBV 2014 RM’000 RM’000 RM’000 RM’000 Kota Bharu 54,547 (6,832) (8,318) 39,397 Pasir Gudang 34,042 (2,194) – 31,848 Ipoh 38,482 (11,198) (3,863) 23,421 Kota Kinabalu 74,814 (8,080) (20,911) 45,823 Kuching 13,866 (2,415) (2,100) 9,351 Petaling Jaya 55,347 (2,011) (10,027) 43,309 271,098 (32,730) (45,219) 193,149
Accumulated Accumulated impairment Cost depreciation loss NBV 2013 RM’000 RM’000 RM’000 RM’000 Kota Bharu 64,533 (10,416) (11,954) 42,163 Pasir Gudang 38,190 (3,518) (2,825) 31,847 Ipoh 45,785 (15,492) (6,872) 23,421 148,508 (29,426) (21,651) 97,431
The above assets classified as held for sale was impaired by RM45,219,000 (2013: RM21,651,000) cumulatively based on the lower of fair value less costs to sell and carrying amount of the assets prior to reclassification.
7.1 Security
At 31 December 2014, land and buildings with a carrying amount of RM79,836,000 (2013: RM63,059,000) were pledged to secure bank loans.
Land and buildings with a carrying amount of RM16,757,000 (2013: RM20,353,000) were pledged for the bank loans which has been fully repaid.
7.2 Land
Included in the net book value of RM193,149,000 (2013:RM97,431,000) are the carrying values of the following:
Net Book Value Masterskill Education Group Berhad • Annual Report 2014 Education Group Berhad • Masterskill Annual Report 2014 2013 RM’000 RM’000 Leasehold land 28,365 11,158 Freehold land 20,668 20,668 Buildings 107,911 60,215 156,944 92,041
Included in the carrying amount of land is leasehold land with unexpired lease period of more than 50 years at RM28,365,000 (2013: RM11,158,000).
73 Notes to the financial statements (continued) 8. Cash and bank balances
Group Company 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Deposits placed with licensed banks 430 36,642 – – Cash and bank balances 22,081 6,429 16,267 78 22,511 43,071 16,267 78
Deposits placed with licensed banks of RM430,000 (2013: RM343,000) have been pledged to licensed banks for a bank guarantee facility and to secure credit facilities granted to a subsidiary.
9. Share capital, share premium and reserves
Share capital
Group and Company 2014 2013 Number Number Amount of shares Amount of shares RM’000 ’000 RM’000 ’000 Authorised: ordinary shares of RM0.20 each 200,000 1,000,000 200,000 1,000,000
Issued and fully paid: ordinary shares of RM0.20 each At 1 January 2014/ 31 December 2014 81,981 409,906 81,981 409,906
9.1 Ordinary shares
The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company and rank equally with regard to the Company’s residual assets.
9.2 Share premium
This relates to share premium arising from the public issue of shares.
9.3 Fair value reserve
The fair value reserve comprises the cumulative net change in the fair value of available-for-sale financial assets until the investments are derecognised or impaired.
9.4 Treasury Shares
The shareholders of the Company by a resolution passed in a general meeting on 27 June 2014, approved the Company’s plan to repurchase its own shares. The Directors of the Company are committed to enhancing the value of the Company to its shareholders and believe that the repurchase plan can be applied in the best interest of the Company and its shareholders.
During the financial year, the Company repurchased 33,817,900 of its issued share capital from the open market. The average price paid for the shares repurchased ranged from RM0.34 to RM0.42 per share including transaction costs, and the repurchase transactions were financed by internally generated funds.T he shares repurchased are held as treasury shares. Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 74 Notes to the financial statements (continued) 10. Borrowings
Note 2014 2013 RM’000 RM’000 Non-current Finance lease liabilities – 36 Term loan (Islamic) (secured) 10.1 33,958 39,306 33,958 39,342 Current Finance lease liabilities 36 952 Term loan (Islamic) (secured) 10.1 5,348 5,076 5,384 6,028 39,342 45,370
Security and rates
10.1 the secured term loan consist of four separate Bai’ Bithaman Ajil Islamic financing facilities bearing a yield payable ranging from 5.0 % to 6.1 % (2013: 5.0% to 6.1%) per annum. These financing facilities are secured by land and building of RM109,653,000 (2013: RM124,253,000).
Terms and debt repayment schedule
Less than 2 - 5 More than Total 1 year years 5 years RM’000 RM’000 RM’000 RM’000 Group 2014 Term loan (Islamic) (secured) 39,306 5,348 24,420 9,538
2013 Term loan (Islamic) (secured) 44,382 5,076 23,176 16,130
Finance lease liabilities
Finance lease liabilities are subject to interest rates ranging from 2.6% to 3.3% (2013: 2.2% to 4.5%) per annum and are payable as follows:
Present Present Future value of Future value of minimum minimum minimum minimum lease lease lease lease payments Interest principal payments Interest payments 2014 2014 2014 2013 2013 2013 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 Group
Less than one year 36 – 36 977 25 952 2014 Education Group Berhad • Masterskill Annual Report Between one and five years – – – 36 – 36 36 – 36 1,013 25 988
75 Notes to the financial statements (continued) 11. Unrecognised deferred tax assets/(liabilities)
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following item (stated as gross):
2014 2013 RM’000 RM’000
Property, plant and equipment (39,872) (22,500) Unutilised investment tax allowances 90,056 92,672 Unabsorbed capital allowances 108,125 80,344 Unutilised tax losses 69,016 36,384 227,325 186,900
The unutilised tax losses do not expire under current tax legislation.
Deferred tax assets have not been recognised in respect of these items because it is not probable that sufficient taxable profit will be available against which the subsidiary can utilise the benefits there from.
12. Trade and other payables
Group Company Note 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Trade Trade payables 155 656 – –
Non-trade Other payables and accruals 12.1 22,936 18,894 235 279 Amount due to subsidiaries – – 25 – 23,091 19,550 260 279
12.1 included in other payables and accruals of the Group is an amount of RM13,131,000 (2013: RM10,387,000) being registration fees received in advance and deferred course fee income.
13. Revenue
Continuing Discontinued operation operations (see note 18) Total 2014 2013 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 Group Course fees 27,729 43,067 5,492 14,419 33,221 57,486 Administration fees 1,033 815 55 118 1,088 933 Registration fees 498 551 19 80 517 631 Processing fees 227 352 32 38 259 390 Other miscellaneous fees 3,003 3,060 409 930 3,412 3,990 32,490 47,845 6,007 15,585 38,497 63,430 Total 2014 2013 RM’000 RM’000 Company Dividend income 80,000 – Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 76 Notes to the financial statements (continued) 14. Results from operating activities
Group Company 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Results from operating activities is arrived at after charging: Auditors’ remuneration - Audit fees - KPMG 238 230 60 60 - Non-audit fees - KPMG and local affiliates of KPMG 64 64 64 64 impairment loss on trade receivables 13,209 13,599 – – Depreciation of property, plant and equipment 5,708 19,864 – – impairment loss on property, plant and equipment 9,272 71,212 – – impairment loss on goodwill – 42,286 – – impairment loss on investment in subsidiaries – – – 16,665 Rental of office 455 884 – – Rental of hostels 4,293 11,765 – – property, plant and equipment written off 1,507 7,496 – – loss on disposal of property, plant and equipment 237 – – – personnel expenses (including key management personnel): - Contributions to Employees Provident Fund 2,306 3,214 49 25 - Wages, salaries and others 22,499 31,532 356 293
and after crediting: Gain on disposal of property, plant and equipment – (16,098) – – Gain on disposal of other investments (13,684) – (13,684) – Dividend income – – (80,000) – Rental income 789 152 – –
15. Key management personnel compensation
The key management personnel compensations are as follows:
Group Company 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Directors - Fees - Current year 406 345 138 148 - Over provision in prior years – (65) – – - Remuneration 200 1,314 200 96
- Allowance 68 211 68 49 2014 Education Group Berhad • Masterskill Annual Report Other short term employee benefits (including estimated monetary value of benefits-in-kind) – 273 – – 674 2,078 406 293
77 Notes to the financial statements (continued) 16. Interest expense
Continuing operations Discontinued operation Total 2014 2013 2014 2013 2014 2013 Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 Interest expense of financial liabilities that are not at fair value through profit or loss: - loans 743 819 1,469 1,788 2,212 2,607 - revolving credit – 519 – – – 519 - finance lease liabilities 13 141 5 30 18 171 756 1,479 1,474 1,818 2,230 3,297
17. Tax expense
Group Company 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Recognised in profit or loss
Current tax expense 37 24 – 3
Reconciliation of tax expense
(Loss)/Profit before tax - Continuing operations (38,285) (124,984) 92,947 (17,482) - Discontinued operation (5,565) (37,956) – – (43,850) (162,940) 92,947 (17,482)
Income tax using Malaysian tax rate of 25% (2013: 25%) (10,963) (40,735) 23,237 (4,371) Non-deductible expenses 894 16,876 (23,237) 4,374 Deferred tax assets not recognised 10,106 23,883 – – 37 24 – 3 Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 78 Notes to the financial statements (continued) 18. Discontinued operation
During the financial year, the Group management committed a plan to dispose the Kota Bharu, Pasir Gudang and Ipoh campuses following lower than expected student enrolment at these campuses. Property, plant and equipment attributable to these locations are classified as “assets held for sale” as at 31 December 2014 (Note 7). Accordingly, the comparative statement of profit and loss in respect of its operations in these campuses have been represented to show the discontinued operations separately from continuing operations.
(Loss)/Profit attributable to the discontinued operations are as follows:
Results of discontinued operation
Kota Pasir Bharu Gudang Ipoh Total Group RM’000 RM’000 RM’000 RM’000 2014 Revenue 913 3,818 1,276 6,007 Cost of service (1,076) (1,798) (522) (3,396) Administrative expenses (968) (653) (930) (2,551) Other expenses (2,527) (347) (1,937) (4,811) Other income – – 660 660 Interest expense (692) (779) (3) (1,474) Loss for the year (4,350) 241 (1,456) (5,565)
Included in results from operating activities are:
Depreciation of property, plant and equipment 123 43 144 310 Impairment loss of property, plant and equipment (368) (1,473) (950) (2,791)
Cash flows used in discontinued operation
Net cash used in operating activities (4,594) (1,189) (2,262) (8,045)
Kota Pasir Bharu Gudang Ipoh Total Group RM’000 RM’000 RM’000 RM’000 2013 Revenue 5,715 1,697 8,173 15,585 Cost of service (4,747) (1,792) (5,512) (12,051) Administrative expenses (6,198) (1,915) (4,630) (12,743) Other expenses (13,971) (4,887) (8,745) (27,603) Other income 52 430 192 674 Interest expense (778) (883) (157) (1,818) Loss for the year (19,927) (7,350) (10,679) (37,956) Masterskill Education Group Berhad • Annual Report 2014 Education Group Berhad • Masterskill Annual Report Included in results from operating activities are:
Depreciation of property, plant and equipment 3,204 1,026 2,775 7,005 Impairment loss of property, plant and equipment 11,954 2,825 6,872 21,651
Cash flows used in discontinued operation
Net cash used in operating activities (3,996) (2,612) (874) (7,482)
79 Notes to the financial statements (continued) 19. Other comprehensive expense
Tax Before (expense)/ Net tax benefit of tax RM’000 RM’000 RM’000 Group and Company 2014 Fair value of available-for-sale financial assets - Losses arising during the year (1,812) – (1,812)
2013 Fair value of available-for-sale financial assets - Losses arising during the year (5,236) – (5,236)
20. Loss per ordinary share
Basic loss per ordinary share
The calculation of basic loss per ordinary share at 31 December 2014 was based on the loss attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding, calculated as follows:
Loss attributable to ordinary shareholders:
Continuing Discontinued operations operation Total RM’000 RM’000 RM’000 Group 2014 Loss for the year attributable to owners (37,868) (5,565) (43,433)
2013 Loss for the year attributable to owners (124,855) (37,956) (162,811)
Group 2014 2013 ’000 ’000 Weighted average number of ordinary shares at December 399,363 409,906 Group 2014 2013 Sen Sen Basic loss per ordinary share: From continuing operations (9.48) (30.46) From discontinued operation (1.39) (9.26) (10.87) (39.72) Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 80 Notes to the financial statements (continued) 21. Operating segments
The Group has six reportable segments, as described below, which are the Group’s strategic business units.
For each of the strategic business unit, the Group’s Executive Director (the chief operating decision maker) reviews internal management reports on a regular basis. Information regarding the results of each reportable segment is included below. The internal management reports reviewed by the Group’s Executive Director, are prepared based on profit or loss of geographical areas and not based on services.
Operating results of the reportable segments are independently evaluated for performance measurement and resource allocation decisions. Segment performance is evaluated based on operating profit or loss which is similar to the accounting profit or loss as included in the internal management reports reviewed by the Group’s Executive Director.
Segment revenue and expenses are the operating revenue and expenses reported in the Group’s consolidated statement of comprehensive income that are directly attributable to a reportable segment and the relevant portion of such revenue and expenses that can be allocated on a reasonable basis to the reportable segment. The internal management reports reviewed by the Group’s Executive Director do not include segment assets and liabilities.
Discontinued Kota Kota Pasir Cheras Kinabalu Kuching Bharu Gudang Ipoh Total Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 2014 Segment (loss)/profit (35,059) (11,067) (3,220) (4,350) 241 (1,456) (54,911)
Included in the measure of segment loss are: Revenue from external customers 20,192 6,546 4,757 913 3,818 1,276 37,502 impairment of property, plant and equipment (12,066) – 3 368 1,473 950 (9,272) Finance costs (756) – – (692) (779) (3) (2,230) Finance income 322 – – – – – 322 Depreciation of property, plant and equipment (3,659) (1,336) (257) (123) (43) (144) (5,562)
2013 Segment loss (34,524) (40,604) (6,122) (19,927) (7,350) (10,679) (119,206)
Included in the measure of segment loss are: Revenue from external customers 24,089 13,909 9,606 5,715 1,697 8,173 63,189 impairment of property, plant and equipment (13,228) (31,459) (4,874) (11,954) (2,825) (6,872) (71,212) Finance costs (1,476) (3) – (778) (883) (157) (3,297) Finance income 462 – – – – – 462 Depreciation of property, plant and equipment (7,564) (4,211) (1,068) (3,204) (1,026) (2,775) (19,848)
Reconciliations of reportable segment revenues, profit or loss, assets and other material items
Depreciation of plant, External property and Finance Finance Profit or revenue equipment costs income loss 2014 Education Group Berhad • Masterskill Annual Report Group RM’000 RM’000 RM’000 RM’000 RM’000 2014 Total reportable segments 37,502 (5,562) (2,230) 322 (54,911) Other non-reportable segments 80,995 (146) – 184 11,024 Elimination of inter-segment transactions or balance (80,000) – – – – Consolidated total 38,497 (5,708) (2,230) 506 (43,887)
2013 Total reportable segments 63,189 (19,848) (3,297) 462 (119,206) Other non-reportable segments 241 (16) – 83 (1,521) Elimination of inter-segment transactions or balance – – – – (42,237) Consolidated total 63,430 (19,864) (3,297) 545 (162,964) 81 Notes to the financial statements (continued) 22. Financial instruments
22.1 Categories of financial instruments
The table below provides an analysis of financial instruments categorised as follows:
(a) loans and receivables (“L&R”); (b) Available-for-sale financial assets (“AFS”); and (c) Financial liabilities measured at amortised cost (“FL”).
Carrying L&R/ amount (FL) AFS RM’000 RM’000 RM’000 2014 Financial assets Group Trade and other receivables 16,433 16,433 – Cash and bank balances 22,511 22,511 – 38,944 38,944 – Company Trade and other receivables 155,821 155,821 – Cash and bank balances 16,267 16,267 – 172,088 172,088 –
2014 Financial liabilities Group Loans and borrowings (39,342) (39,342) – Trade and other payables (23,091) (23,091) – (62,433) (62,433) – Company Trade and other payables (260) (260) –
Carrying L&R/ amount (FL) AFS RM’000 RM’000 RM’000 2013 Financial assets Group Other investments 4,866 – 4,866 Trade and other receivables 36,750 36,750 – Cash and bank balances 43,071 43,071 – 84,687 79,821 4,866 Company Other investments 4,866 – 4,866 Trade and other receivables 88,355 88,355 – Cash and bank balances 78 78 – 93,299 88,433 4,866
2013 Financial liabilities Group Loans and borrowings (45,370) (45,370) – Trade and other payables (19,550) (19,550) – (64,920) (64,920) – Company Trade and other payables (279) (279) – Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 82 Notes to the financial statements (continued) 22. Financial instruments (continued)
22.2 Net gains and losses arising from financial instruments
Group Company 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Net (losses)/gains on: Loans and receivables (12,703) (13,054) 185 17 Financial liabilities measured at amortised cost (2,230) (3,297) – – (14,933) (16,351) 185 17
22.3 Financial risk management
The Group has exposure to the following risks from its use of financial instruments:
• credit risk • liquidity risk • Market risk
22.4 Credit risk
Credit risk is the risk of a financial loss to the Group if an educational sponsor, student or counterparty to a financial instrument fails to meet its contractual obligations. The Group’s exposure to credit risk arises principally from its receivables from Perbadanan Tabung Pendidikan Tinggi Nasional (“PTPTN”), other educational sponsors and self- sponsored students.
Receivables
Risk management objectives, policies and processes for managing the risk
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Evaluations of students are performed by PTPTN or other educational sponsors before courses are offered to the students.
Exposure to credit risk and credit quality
As at the end of the reporting period, the maximum exposure to credit risk arising from receivables is represented by the carrying amounts in the statements of financial position.
Management has taken reasonable steps to ensure that receivables that are neither past due nor impaired are stated at their realisable values. Approximately 86% (2013: 88%) of trade receivables are due from PTPTN. Any receivables due from students who have quit, terminated, rejected and withdrawn from their courses are deemed to have higher credit risk and are monitored individually.
Impairment losses
The Group maintains an ageing in respect to trade receivables only. The ageing of receivables as at the end of the 2014 Education Group Berhad • Masterskill Annual Report reporting period was:
Individual Collective Gross impairment impairment Net Group RM’000 RM’000 RM’000 RM’000 2014 1 - 30 days 2,535 – – 2,535 31 - 60 days 1,240 – – 1,240 61 - 90 days 316 – – 316 91 - 120 days 1,476 – – 1,476 More than 120 days 55,282 (50,836) – 4,446 60,849 (50,836) – 10,013 83 Notes to the financial statements (continued) 22. Financial instruments (continued)
22.4 Credit risk (continued)
Impairment losses (continued)
Individual Collective Gross impairment impairment Net RM’000 RM’000 RM’000 RM’000 2013 1 - 30 days 6,420 – – 6,420 31 - 60 days 231 – – 231 61 - 90 days 199 – – 199 91 - 120 days 3,250 – – 3,250 More than 120 days 57,852 (32,931) (4,696) 20,225 67,952 (32,931) (4,696) 30,325
Other receivables and deposits are neither due nor impaired. Therefore, these are stated at their realisable values.
The movements in allowance for impairment losses of receivables during the financial year were as follows:
Group 2014 2013 RM’000 RM’000
At 1 January 37,627 24,028 Impairment loss recognised 13,209 13,599 At 31 December 50,836 37,627
The allowance account in respect of trade receivables is used to record impairment losses. Unless the Group is satisfied that recovery of the amount is possible, the amount is considered irrecoverable and is written off against the receivable directly.
Inter company balances
Risk management objectives, policies and processes for managing the risk
The Company provides unsecured loans and advances to subsidiaries. The Company monitors the results of the subsidiaries regularly.
Exposure to credit risk and credit quality
As at the end of the reporting period, the maximum exposure to credit risk is represented by their carrying amounts in the statement of financial position.
Impairment losses
As at the end of the reporting period, there was no indication that the advances to the subsidiaries are not recoverable. The Company does not specifically monitor the ageing of the advances to the subsidiaries.
22.5 Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.T he Group’s exposure to liquidity risk arises principally from its various payables and borrowings.
The Group maintains a level of cash and cash equivalents and bank facilities deemed adequate by the management to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they fall due. Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 84 Notes to the financial statements (continued) 22. Financial instruments (continued)
22.5 Liquidity risk (continued)
Maturity analysis
The table below summarises the maturity profile of the Group’s financial liabilities as at the end of the reporting period based on undiscounted contractual payments:
Carrying Contractual Contractual Under 1 Within More than amount interest rate cash flows year 2 - 5 years 5 years Group RM’000 RM’000 RM’000 RM’000 RM’000 2014 Non-derivative financial liabilities Term loan (Islamic) 39,306 5.0% – 6.09% 46,424 7,289 29,154 9,981 Finance lease liabilities 36 2.2% – 4.5% 37 – – – Trade and other payables 23,091 – 23,091 23,091 – – 62,433 69,552 30,380 29,154 9,981
2013 Non-derivative financial liabilities Term loan (Islamic) 44,382 5.0% – 6.1% 53,712 7,289 29,154 17,269 Finance lease liabilities 988 2.2% – 4.5% 1,013 977 36 – Trade and other payables 19,550 – 19,550 19,550 – – 64,920 74,275 27,816 29,190 17,269
The balances in the above table will not agree directly with the balances in the statements of financial position as the table incorporates, on an undiscounted basis, all cash flows relating to principal and future coupon payments.
Carrying Contractual Contractual Under 1 amount interest rate cash flow year Company RM’000 % RM’000 RM’000 2014 Non-derivative financial liabilities Trade and other payables 260 – 260 260
2013 Non-derivative financial liabilities Trade and other payables 279 – 279 279
22.6 Market risk
Market risk is the risk that changes in market prices, such as interest rates and other prices will affect the Group’s financial position or cash flows.
22.7 Interest rate risk 2014 Education Group Berhad • Masterskill Annual Report
The Group’s exposure to changes in interest rate relates primarily to interest-earning financial assets and interest-bearing financial liabilities. Interest rate risk is managed by the Group on an ongoing basis with the primary objective of limiting the extent to which net interest expense could be affected by adverse movements in interest rates.
85 Notes to the financial statements (continued) 22. Financial instruments (continued)
22.7 Interest rate risk (continued)
Exposure to interest rate risk
The interest rate profile of the Group’s significant interest-earning and interest-bearing financial instruments, based on carrying amounts as at the end of the reporting period was:
Group Company 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Fixed rate instruments Financial assets Deposits placed with licensed bank 430 36,642 – – Financial liabilities Finance lease liabilities (36) (988) – – 394 35,654 – –
Floating rate instruments Financial liabilities Term loan (Islamic) (39,306) (44,382) – –
Cash flow sensitivity analysis for variable rate instruments
A change of 100 basis points (bp) in interest rates at the end of the reporting period would have increased (decreased) equity and post-tax profit or loss by the amounts shown below.T his analysis assumes that all other variables remained constant.
Equity Profit or loss 100 bp 100 bp 100 bp 100 bp increase decrease increase decrease RM’000 RM’000 RM’000 RM’000 2014 Floating rate instruments (295) 295 (295) 295
2013 Floating rate instruments (333) 333 (333) 333
22.8 Fair value of financial instruments
The carrying amounts of cash and cash equivalents, trade and other receivables and trade and other payables and short term borrowings approximate their fair values due to the relatively short term nature of these financial instruments.
The fair values of financial assets that are quoted in an active market are determined by reference to their quoted closing bid price at the end of the reporting period.
In respect of the long-term borrowings with variable interest rates, the carrying amounts approximate fair values as they are repriced to market interest rates for liabilities with similar risk profiles. Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 86 Notes to the financial statements (continued) 22. Financial instruments (continued)
22.8.1 Fair value information
The table below analyses financial instruments carried at fair value and those not carried at fair value for which fair value is disclosed, together with their fair values and carrying amounts shown in the statement of financial position.T he different levels have been defined as follows:
Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities. 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). Level 3 inputs for the asset or liability that are not based on observable market data (unobservable input).
Fair value of financial instruments Fair value of financial instruments Total carried at fair value not carried at fair value fair Carrying 2014 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total value amount Group and Company RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Financial liabilities Term Loan (Islamic) – – – – – – 33,958 33,958 33,958 33,958 – – – – – – 33,958 33,958 33,958 33,958
Fair value of financial instruments Fair value of financial instruments Total carried at fair value not carried at fair value fair Carrying 2013 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total value amount Group and Company RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 Financial assets Investment securities - Available-for-sale 4,866 – – 4,866 – – – – 4,866 4,866
Financial liabilities Finance Lease liabilities – – – – – – 36 36 36 36 Term Loan (Islamic) – – – – – – 39,306 39,306 39,306 39,306 – – – – – – 39,342 39,342 39,342 39,342
* comparative figures have not been analysed by levels, by virtue of transitional provision given in Appendix C2 of MFRS 13
Policy on transfer between levels
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.
23. Capital management Masterskill Education Group Berhad • Annual Report 2014 Education Group Berhad • Masterskill Annual Report The Group’s objectives when managing capital is to maintain a strong capital base and safeguard the Group’s ability to continue as a going concern, so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Directors monitor and maintain an optimal debt-to-equity ratio that complies with debt covenants and regulatory requirements.
87 Notes to the financial statements (continued) 23. Capital management (continued)
During 2014 and 2013, the Group’s strategy was to maintain the debt-to-equity ratio at a manageable level. The debt-to-equity ratios were as follows:
Group 2014 2013 RM’000 RM’000
Total borrowings (Note 10) 39,342 45,370 Less: Cash and bank balances (Note 8) (22,511) (43,071) Net debt 16,831 2,299
Total equity 196,236 254,205
Debt-to-equity ratios 0.09 0.01
There were no changes in the Group’s approach to capital management during the financial year.
24. Operating leases
Leases as lessee
Operating lease rentals are repayable as follows:
Group 2014 2013 RM’000 RM’000
Less than one year – 200
The Group leases computer equipment and advertisement board under operating leases. The leases run for a period of 1 to 3 years with an option to renew the lease after that date. Lease payments are increased every 3 years to reflect market rentals. None of the lease includes contingent rentals.
25. Commitments
Group 2014 2013 RM’000 RM’000 Capital commitments: Property, plant and equipment contracted but not provided for 822 2,343
26. Contingencies
The Directors are of the opinion that provisions are not required in respect of the following matters, as it is not probable that a future sacrifice of economic benefits will be required or the amount is not capable of reliable measurement.
In October 2006, the Company entered into a sale and purchase agreement (the “SPA”) with the original developer i.e. Kemacahaya Development Sdn. Bhd. (“KDSB”) and proprietor i.e. Syarikat Kemacahaya Sdn. Bhd. (“SKSB”), to purchase six (6) properties at Jalan Kemacahaya 11, Taman Kemacahaya, Batu 9, 43200 Cheras, Selangor (the “Six Properties”).
Three other parties namely Pasupathy A/L Kanagasaby (“Pasupathy”) and Chin Yam Meng (“CYM”) & Leng Kok Onn (“LKO”) also claimed to be the lawful owners of the Six Properties. Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 88 Notes to the financial statements (continued) 26. Contingencies (continued)
Pursuant to the suit filed by the Company, in May 2008, KDSB, SKSB and the Company agreed to enter into settlement agreement whereby, the Company would pay RM2,800,000 for the Six Properties. Consent judgement was recorded on 14 July 2009 wherein KDSB and SKSB confirmed that the Company was the beneficial and legal owner of theS ix Properties. This consent judgement, however, is contested by Pasupathy.
Consequent thereto, from 2009 until 2010, the Company and Pasupathy had filed appeals to the Court of Appeal on various grounds, which were heard simultaneously on 7 January 2014. The Court of Appeal in hearing and disposing of the said appeals ordered the consolidation of 2 related matters and ordered a fresh trial to be held at the High Court. This trial at the High Court is still on-going and the next hearing date is fixed on 6 and 7 May 2015.
At the same time, Pasupathy had filed an appeal to the Court of Appeal against the ruling made by the High Court on 19 January 2015, for dismissing Pasupathy’s application dated 11 November 2014 to amend his amended statement of claim. This appeal is now fixed on 20 May 2015.
27. Subsequent events
27.1 on 12 January 2015, Arenga Pinnata Sdn. Bhd. (“APSB”), Strategic Ambience Sdn. Bhd. (“SASB”) and Mr. Siva Kumar a/l M Jeyapalan (“SK”) had entered into a Tripartite Share Sale Agreement which proposed acquisition by APSB of 29,156,488 shares, representing approximately 7.75% of the total voting share of MEGB from SK at cash consideration of RM0.60 per share and proposed acquisition by SASB 86,500,212 shares, representing 23.00% of the total voting shares of MEGB from SK at a cash consideration of RM0.60 per share. In addition, APSB and SASB have entered into the Collaboration Agreement to regulate their relationship with one another as shareholders of MEGB. On the same day MEGB received a Notice of Conditional Take-Over Offer (“Notice”) from APSB (“Offeror”) through CIMB Investment Bank Berhad to undertake a conditional take-over offer to acquire all the remaining ordinary shares of RM0.20 each in MEGB (excluding treasury shares) (“Shares”) not already held by the Offeror (“Offer Shares”) at a cash consideration of RM0.60 (“Offer Price”) for each Offer Share (“Offer”). Following the completion of the acquisition by SASB of 86,500,212 shares on 20 March 2015, the Offeror and persons acting in concert with it hold an aggregate of 188,102,500 Shares, representing approximately 50.02% of the total voting shares of MEGB. Accordingly, the Offer had on 20 March 2015 become an unconditional mandatory offer. The general offer closed on 6 April 2015.
27.2 on 29 January 2015, MEGB entered into a management agreement with SASB, wherein SASB will provide advisory and management support services to the MEGB Group in respect of the operation and management of the MEGB Group’s business (“Management Agreement”).
In consideration for the services of SASB, MEGB shall pay to SASB a monthly sum equivalent to five percent (5%) of the monthly consolidated revenue of MEGB of the preceding month, subject to a minimum sum of RM125,000.
In addition to the management fees, SASB shall be entitled to performance based options upon the MEGB Group achieving the following within the third (3rd) financial year from the commencement date of the Management Agreement:-
(i) RM5,000,000 profit after tax (excluding any item of exceptional gain or profit of non-recurring nature by MEGB); SASB may at its discretion subscribe for new MEGB Shares representing up to five percent (5%) of the then existing issued and paid up capital in MEGB; Masterskill Education Group Berhad • Annual Report 2014 Education Group Berhad • Masterskill Annual Report (ii) RM10,000,000 profit after tax (excluding any item of exceptional gain or profit of a non-recurring nature by MEGB); SASB may at its discretion subscribe for new MEGB Shares representing up to a further five percent (5%) of the then existing issued and paid up capital in MEGB.
The granting of performance based options above, which involves the issuance of new MEGB Shares to SASB, is subject to MEGB’s shareholders’ approval at an Extraordinary General Meeting (“EGM”) to be convened.
27.3 on 4 February 2015, MEGB proposed to change the Company’s name from “Masterskill Education Group Berhad” to “ASIAMET Education Group Berhad”. The proposed change of name is subject to MEGB’s shareholders’ approval at an EGM to be convened.
89 Notes to the financial statements (continued) 27. Subsequent events (continued)
27.4 on 5 February 2015, Masterskill (M) Sdn Bhd (“MMSB”) (a wholly-owned subsidiary of MEGB) entered into two (2) sale and purchase agreements with Brilland Property Sdn Bhd (“BPSB”) (a company controlled by SK) for the disposal of the following properties at a disposal price of RM79.7 million:-
(i) a parcel of leasehold land in Petaling Jaya, Selangor together with a six (6) storey building and two (2) basement levels of car park and all other building erected thereon (“PJ Property”);
(ii) a parcel of vacant freehold land in Masai, Johor (“Masai Property 1”); and
(iii) a parcel of freehold land in Masai, Johor together with eight (8) interconnected campus blocks and other buildings thereon (“Masai Property 2”).
On the same day, MMSB entered into a lease agreement with BPSB for the lease of Masai Property 2, upon completion of the Proposed Disposal, for 10 years with an option to extend the lease for a further five (5) years (“Proposed Leaseback”).
The Proposed Disposal is inter-conditional with the Proposed Leaseback and both are subject to MEGB’s shareholders’ approval at an EGM to be convened.
28. Related parties
Identity of related parties
For the purposes of these financial statements, parties are considered to be related to the Group if the Group or theC ompany has the ability, directly or indirectly, to control or jointly 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. Related parties may be individuals or other entities.
Related parties also include key management personnel defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group either directly or indirectly. Key management personnel includes all the Directors of the Group, and certain members of senior management of the Group.
The Group has related party relationships with its significant investors, subsidiaries and key management personnel.
Significant related party transactions
The significant related party transactions of the Group and ofthe Company, other than key management personnel compensation (see Note 15), are shown below.
Group Company 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Director Rental expense for premises – 308 – – Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 90 Notes to the financial statements (continued) 29. Supplementary information on the breakdown of realised and unrealised profits or losses
The breakdown of the retained earnings of the Group and of the Company as at 31 December, into realised and unrealised profits, pursuant to Paragraphs 2.06 and 2.23 of Bursa Malaysia Main Market Listing Requirements, are as follows:
Group Company 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Total retained earnings of the Company and its subsidiaries - realised 4,888 48,758 77,506 (15,441) - unrealised – – – – Less: Consolidation adjustment (22,094) (22,549) – – Total retained earnings (17,206) 26,209 77,506 (15,441)
The determination of realised and unrealised profits is based on the Guidance ofS pecial Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants on 20 December 2010. Masterskill Education Group Berhad • Annual Report 2014 Education Group Berhad • Masterskill Annual Report
91 Statement by Directors pursuant to Section 169(15) of the Companies Act, 1965 In the opinion of the Directors, the financial statements set out on pages 50 to 90 are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the Companies Act, 1965 in Malaysia and so as to give a true and fair view of the financial position of the Group and of theC ompany as at 31 December 2014 and of their financial performance and cash flows for the year then ended.
In the opinion of the Directors, the information set out in Note 29 on page 91 to the financial statements have been compiled in accordance with the Guidance of 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, issued by the Malaysian Institute of Accountants.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:
………………………………………………………… Siva Kumar a/l M Jeyapalan
………………………………………………………… Wisun Soon
Kuala Lumpur,
Date: 8 April 2015
Statutory declaration pursuant to Section 169(16) of the Companies Act, 1965
I, N. Sethambaram A/L K. Natarajan, the Officer primarily responsible for the financial management of Masterskill Education Group Berhad, do solemnly and sincerely declare that the financial statements set out on pages 50 to 91 are, to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by the abovenamed in Kuala Lumpur on 8 April 2015.
………………………………………………. N. Sethambaram A/L K. Natarajan
Before me: Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 92 Independent auditors’ report to the members of Masterskill Education Group Berhad (Company no: 746920-M) (Incorporated in Malaysia)
Report on the Financial Statements
We have audited the financial statements of Masterskill Education Group Berhad, which comprise the statements of financial position as at 31 December 2014 of the Group and of the Company, and the statements of profit or loss and other comprehensive income, changes in equity and cash flows of the Group and of theC ompany for the year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 50 to 90.
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 is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.T he procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s 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 entity’s 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 2014 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 theC ompany’s 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. Masterskill Education Group Berhad • Annual Report 2014 Education Group Berhad • Masterskill Annual Report c) the audit reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act.
93 Independent auditors’ report to the members of Masterskill Education Group Berhad
(Continued) (Company no: 746920-M)
Other Reporting Responsibilities
Our audit was made for the purpose of forming an opinion on the financial statements taken as a whole. T he information set out in Note 29 on page 91 to the financial statements has been compiled by the Company as required by the Bursa Malaysia Securities Berhad Listing Requirements. We have extended our audit procedures to report on the process of compilation of such information. In our opinion, the information has been properly compiled, in all material respects, in accordance with the Guidance of Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants and presented based on the format prescribed by Bursa Malaysia Securities Berhad.
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.
KPMG Abdullah Abu Samah Firm Number: AF 0758 Approval Number: 2013/06/16(J) Chartered Accountants chartered Accountant
Petaling Jaya,
Date: 8 April 2015 Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 94 Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN THAT the Eighth Annual General Meeting of Masterskill Education Group Berhad (746920-M) (“MEGB” or “the Company”) will be held at Unit 15-7, Signature Office (Block A), the Boulevard MidV alley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Wilayah Persekutuan on Friday, 19 June 2015 at 10.00 a.m. for the following purposes:-
AS ORDINARY BUSINESS
1. To receive and consider the Audited Financial Statements together with the Reports of the Directors and (Resolution 1) Auditors thereon for the financial year ended 31 December 2014.
2. To approve Directors’ Fees of RM138,000 for the financial year ended 31 December 2014. (Resolution 2)
3. To approve Directors’ Fees of RM240,500 with effect from the financial year ending 31 December 2015. (Resolution 3)
4. To re-elect the following Directors who retire pursuant to Article 134 of the Company’s Articles of Association:
a) General Tan Sri Dato’ Seri Mohd Shahrom bin Dato’ Hj Nordin (Rtd); (Resolution 4) b) Major General Dato’ Pahlawan Dr. R. Mohana Dass (Rtd); (Resolution 5) c) Dato’ Dr. Palaniappan a/l Ramanathan Chettiar @ Dato’ Dr. R. Palan; (Resolution 6) d) Mr. Kevin Loh Kok Leong; (Resolution 7) e) Mr. Leou Thiam Lai; and (Resolution 8) f) Pn. Darawati Hussain. (Resolution 9)
5. To appoint Tan Sri Prof. Dato’ Dr. Marimuthu a/l Thangaveloo, who is over the age of seventy, as Non- (Resolution 10) Independent Non-Executive Director of the Company to hold office until the next Annual General Meeting pursuant to Section 129 of the Companies Act, 1965.
6. To appoint Messrs Baker Tilly Monteiro Heng as Auditors of the Company in place of the retiring Auditors, (Resolution 11) Messrs KPMG and to authorise the Directors to fix their remuneration.
Notice of Nomination pursuant to Section 172(11) of the Companies Act, 1965 (a copy of which is annexed and marked as “Appendix 1” in the Annual Report 2014) has been received by the Company for the nomination of Messrs Baker Tilly Monteiro Heng who have given their consent to act, for appointment as Auditors in place of the retiring Auditors, Messrs KPMG and of the intention to propose the following ordinary resolution:-
“THAT Messrs Baker Tilly Monteiro Heng be and are hereby appointed Auditors of the Company in place of the retiring Auditors, Messrs KPMG, to hold office until the conclusion of the next Annual General Meeting and at a remuneration to be determined by the Directors.”
AS SPECIAL BUSINESS To consider and if thought fit, to pass, with or without modifications, the following Resolutions:
7. ORDINARY RESOLUTION 1 (Resolution 12) 2014 Education Group Berhad • Masterskill Annual Report AUTHORITY TO ALLOT SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965
“THAT pursuant to Section 132D of the Companies Act, 1965 and subject to the approval of relevant authorities, the Directors be and are hereby empowered to issue shares in the Company from time to 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 issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the time being and that the Directors be and also empowered to obtain approval for the listing of and quotation for the additional shares so issued on the Main Market of Bursa Malaysia Securities Berhad AND THAT such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.”
95 Notice of Annual General Meeting (continued)
8. ORDINARY RESOLUTION 2 (Resolution 13) PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY (“PROPOSED SHARE BUY-BACK”)
“THAT subject always to the Companies Act, 1965 (“Act”), the provisions of the Memorandum and Articles of Association of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), the Company be and is hereby authorised to purchase such amount of ordinary shares of RM0.20 each in the Company (“Shares”) as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the best interest of the Company provided that:‑
(i) the aggregate number of Shares purchased does not exceed ten percent (10%) of the total issued and paid-up share capital of the Company at any point of time;
(ii) the maximum amount of funds to be allocated by the Company for the purpose of purchasing the Shares shall be backed by an equivalent amount of retained profits and/or share premium of the Company; and
(iii) the Directors of the Company be and are hereby authorised to decide at their discretion either to retain the Shares purchased as treasury shares or cancel the Shares or retain part of the Shares so purchased as treasury shares and cancel the remainder or to resell the Shares or distribute the Shares as dividends.
AND THAT the authority conferred by this resolution shall commence upon the passing of this resolution and will continue to be in force until:‑
(i) the conclusion of the next Annual General Meeting (“AGM”) of the Company at which time the authority shall lapse, unless by ordinary resolution passed at that meeting, the authority is renewed either unconditionally or subject to conditions; or
(ii) the expiration of the period within which the next AGM after the date it is required by law to be held; or
(iii) revoked or varied by ordinary resolution passed by shareholders of the Company at a general meeting of the Company,
whichever occurs first but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date.
AND THAT the Directors be and are hereby empowered to do all acts and things (including the opening and maintaining of a central depositories account(s) under the Securities Industry (Central Depositories) Act, 1991) and to take all such steps and to enter into and execute all commitments, transactions, deeds, agreements, arrangements, undertakings, indemnities, transfers, assignments and/or guarantees as they may deem fit, necessary, expedient and/or appropriate in the best interest of theC ompany in order to implement, finalise and give full effect to the Proposed Share Buy-Back with full powers to assent to any conditions, modifications, variations (if any) as may be imposed by the relevant authorities.”
9. SPECIAL RESOLUTION 1 (Resolution 14) PROPOSED CHANGE OF COMPANY’S NAME FROM MASTERSKILL EDUCATION GROUP BERHAD TO ASIAMET EDUCATION GROUP BERHAD
“THAT the name of the Company be changed from Masterskill Education Group Berhad to ASIAMET EDUCATION GROUP BERHAD with effect from the date of Certificate of Incorporation on Change of Name of Company (Form 13) to be issued by the Companies Commission of Malaysia and that all references in the Memorandum and Articles of Association of the Company in relation to the name Masterskill Education Group Berhad, wherever the same may appear, shall be deleted and substituted with ASIAMET Education Group Berhad (“Proposed Change of Name”).
AND THAT the Board of Directors of the Company be and is hereby authorised to give effect to the Proposed Change of Name with full power to assent to any condition, modification, variation and/or amendment (if any) as may be required by the relevant authorities.” Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 96 Notice of Annual General Meeting (continued)
OTHER ORDINARY BUSINESS 10. To transact any other business of which due notice shall have been given.
By Order of the Board
JASMINDAR KAUR A/P SARBAN SINGH (MAICSA 7002687) Company Secretary Selangor Darul Ehsan 28 May 2015
Note on Retirement of Director a. Mr. Siva Kumar a/l M Jeyapalan who retires pursuant to Article 129 of the Company’s Articles of Association, has expressed his intention of not seeking re-election. Hence, he will retain office until the conclusion of the Eighth Annual General Meeting.
Notes on Appointment of Proxy a. A member must be registered in the Record of Depositors at 5.00 p.m. on 12 June 2015 (“General Meeting Record of Depositors”) in order to attend and vote at the Meeting. A depositor shall not be regarded as a Member entitled to attend the Meeting and to speak and vote thereat unless his name appears in the General Meeting Record of Depositors. Any changes in the entries on the Record of Depositors after the abovementioned date and time shall be disregarded in determining the rights of any person to attend and vote at the Meeting. b. A member entitled to attend and vote is entitled to appoint up to two (2) proxies (or in the case of a corporation, to appoint a representative), to attend and vote in his stead. There shall be no restriction as to the qualification of the proxy(ies). c. the Proxy Form in the case of an individual shall be signed by the appointor or his attorney, and in the case of a corporation, either under its common seal or under the hand of an officer or attorney duly authorised. d. Where a member appoints two proxies, the appointment shall be invalid unless he specifies the proportion of his shareholdings to be represented by each proxy. e. Where a Member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. f. the Proxy Form or other instruments of appointment shall not be treated as valid unless deposited at the Registered Office of the Company at B-13-15, Level 13, Menara Prima Tower B, Jalan PJU 1/39, Dataran Prima, 47301 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time set for holding the meeting. Faxed copies of the duly executed form of proxy are not acceptable.
Explanatory Note on Special Business:
1. Authority to allot shares pursuant to Section 132D of the Companies Act, 1965 (Resolution 12) Masterskill Education Group Berhad • Annual Report 2014 Education Group Berhad • Masterskill Annual Report Ordinary Resolution 12 has been proposed for the purpose of obtaining a new general mandate for issuance of shares by the Company under Section 132D of the Companies Act, 1965 (hereinafter referred to as the “General Mandate”). Ordinary Resolution 12, if passed, will give the Directors of the Company authority to issue ordinary shares in the Company at their discretion without having to first convene another General Meeting.T he General Mandate will, unless revoked or varied by the Company in a General Meeting, expire at the conclusion of the next Annual General Meeting or the expiration of the period within which the next Annual General Meeting is required by law to be held, whichever is earlier.
The General Mandate, if granted, will provide flexibility to the Company for any future fund raising activities, including but not limited to further placing of shares for the purposes of funding future investment project(s), repayment of bank borrowing, working capital and/or acquisition(s) and thereby reducing administrative time and costs associated with the convening of additional shareholders meeting(s).
97 Notice of Annual General Meeting (continued) 2. Proposed renewal of Share Buy-Back authority (Resolution 13)
For proposed Ordinary Resolution 13, further information on the proposed renewal of Share Buy-Back authority is set out in the Statement to Shareholders in relation to the Proposed Renewal of Share Buy-Back Authority dated 28 May 2015 which is circulated together with the Company’s Annual Report 2014.
3. Proposed Change of Name from Masterskill Education Group Berhad to ASIAMET Education Group Berhad (Resolution 14)
The proposed Special Resolution 1 on the proposed change of name of the Company to ASIAMET Education Group Berhad is to re-brand itself to enhance its image in the market to attract higher student enrolment, amongst others. Approval for the use of name had been obtained from Companies Commission of Malaysia (“CCM”). The change of name of the Company, if approved by the shareholders, will be effective from the date of issuance of the Certificate ofI ncorporation on Change of Name of Company by CCM. Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 98 APPENDIX 1 Masterskill Education Group Berhad • Annual Report 2014 Education Group Berhad • Masterskill Annual Report
99 STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING Individual who is over the age of seventy standing for appointment as Non-Independent Non-Executive Director at the Eight Annual General Meeting of the Company is as follows:
a) pursuant to Section 129 of the Companies Act, 1965:
i) tan Sri Prof. Dato’ Dr. Marimuthu a/l Thangaveloo
The details of the above person are set out below:
Tan Sri Prof. Dato’ Dr. Marimuthu a/l Thangaveloo, Malaysian aged 79, currently holds the post as Director of SMR Education Sdn. Bhd. since 2013. He graduated with a Diploma in Fellowship Academy of Medicine of Malaysia.
He was the Former Deputy Minister of Agriculture from 1991 to 1993. His current position is Chairman, AIMST University.
He was a college-trained teacher from Ibrahim Secondary School, Sungai Petani, Kedah and a graduate teacher from the Sultan Abdul Hamid College, Alor Setar, Kedah.
He started his career as a part-time lecturer in Regional Teacher’s Training Centre and moved on to be a lecturer in Sociology of Education, Universiti of Malaya. From there he became the Associate Professor, Sociological Studies in Education and Professor in Social Psychology of Education.
He was the Director of the Vanto Academy, Petaling Jaya. Currently, he is the Managing Director of Maju Institute of Educational Development; Academic Advisor, AMSET Kuala Lumpur; Executive Chairman/ CEO of WIRA Institute; Vice President (Academic), International Graduates Studies College, and Senior Vice President, Cyberlynx International College.
He is also an Independent Non-Executive Director of HCK Capital Group Berhad (formerly known as GOLSTA Synergy Berhad).
He has no interest in the securities of MEGB and its subsidiaries. He has no family relationship with any director and/or major shareholders of MEGB. He has no conflict of interest with MEGB and has no convictions for offences within the past ten years other than traffic offences, if any. Masterskill Education Group Berhad • Annual ReportAnnual Masterskill Education Group Berhad • 2014 100 [The rest of this page is left blank] [The rest of this page is left blank] Masterskill Education Group Berhad (Company No.: 746920-M) Incorporated in Malaysia FORM OF PROXY
I/We ______NRIC / Passport/ Co No.: ______(FULL NAME IN BLOCK LETTERS) (COMPULSORY) of ______(ADDRESS) being a Member of MASTERSKILL EDUCATION GROUP BERHAD (“the Company”) hereby appoint ______NRIC / Passport No.: ______(FULL NAME IN BLOCK LETTERS) (COMPULSORY) of ______(ADDRESS) and/or ______NRIC / Passport No.: ______(FULL NAME IN BLOCK LETTERS) (COMPULSORY) of ____________or *THE CHAIRMAN (ADDRESS) OF THE MEETING as my / our proxy(ies) to vote for me / us on my / our behalf at the Eighth Annual General Meeting of the Company to be held on Friday, 19 June 2015 at 10.00 a.m. and at any adjournment thereof.
My / our proxy / proxies is / are to vote as indicated below:- Resolutions Description FOR AGAINST Ordinary Ordinary Business No. 1 Receive the Audited Financial Statements and Reports No. 2 Approval of Directors’ Fees for the financial year ended 31 December 2014 No. 3 Approval of Directors’ Fees for the financial year ending 31 December 2015 No. 4 Re-election of General Tan Sri Dato’ Seri Mohd Shahrom bin Dato’ Hj Nordin (Rtd) No. 5 Re-election of Major General Dato’ Pahlawan Dr. R. Mohana Dass (Rtd) No. 6 Re-election of Dato’ Dr. Palaniappan a/l Ramanathan Chettiar @ Dato’ Dr. R. Palan No. 7 Re-election of Mr. Kevin Loh Kok Leong No. 8 Re-election of Mr. Leou Thiam Lai No. 9 Re-election of Pn. Darawati Hussain No. 10 Appointment of Tan Sri Prof. Dato’ Dr. Marimuthu a/l Thangaveloo No. 11 Appointment of Messrs Baker Tilly Monteiro Heng as Auditors in place of the retiring Auditors, Messrs KPMG and to authorise the Directors to fix their remuneration No. 12 Special Business Authority to allot shares pursuant to Section 132D of the Companies Act, 1965 No. 13 Proposed renewal of Share Buy-Back authority Special No. 14 Proposed Change of Company’s Name from Masterskill Education Group Berhad to ASIAMET Education Group Berhad
(Please indicate with an “X” in the spaces provided how you wish your votes to be cast. If you do not do so, the proxy will vote or abstain from voting as he thinks fit)
No. of shares held: CDS Account No.: The proportion of my/our holding to be First Proxy : ______% represented by my/our proxies are as follows: Second Proxy : ______% Date: ______Signature of Shareholder/Common Seal
*To delete, whichever not applicable
Notes to Form of Proxy a. A member must be registered in the Record of Depositors at 5.00 p.m. on 12 June 2015 (“General Meeting Record of Depositors”) in order to attend and vote at the Meeting. A depositor shall not be regarded as a Member entitled to attend the Meeting and to speak and vote thereat unless his name appears in the General Meeting Record of Depositors. Any changes in the entries on the Record of Depositors after the abovementioned date and time shall be disregarded in determining the rights of any person to attend and vote at the Meeting. b. A member entitled to attend and vote is entitled to appoint up to two (2) proxies (or in the case of a corporation, to appoint a representative), to attend and vote in his stead. There shall be no restriction as to the qualification of the proxy(ies). c. the Proxy Form in the case of an individual shall be signed by the appointor or his attorney, and in the case of a corporation, either under its common seal or under the hand of an officer or attorney duly authorised. d. Where a member appoints two proxies, the appointment shall be invalid unless he specifies the proportion of his shareholdings to be represented by each proxy. e. Where a Member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. f. the Proxy Form or other instruments of appointment shall not be treated as valid unless deposited at the Registered Office of the Company at B-13-15, Level 13, Menara Prima Tower B, Jalan PJU 1/39, Dataran Prima, 47301 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time set for holding the meeting. Faxed copies of the duly executed form of proxy are not acceptable. Fold this flap for sealing
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AFFIX STAMP
The Company Secretary MASTERSKILL EDUCATION GROUP BERHAD (746920-M) B-13-15, Level 13 Menara Prima Tower B Jalan PJU 1/39, Dataran Prima 47301 Petaling Jaya Selangor Darul Ehsan
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