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E X P L O R I N G N E W F R O N T I E R S

ANNUAL

REPORT

2011/2012



Our Vision is to be a

respected independentoil and gas Exploration & Production company.

Our Values

Enterprising

Trustworth

Agile

Our Goal

Creating Value Through

Our Knowledge And

Experience.

EXPLORING NEW FRONTIERS describes our ind-set...

It encompasses everthing that we do as we challenge established technical and inancial

paradigms o the international oil and gas exploration and production industr. We do not alwas

trek trodden paths but where there is no path, we hope to leave a trail.



2 About Us

4 Chairman’s Statement

10 Management Discussion &

Analsis (MD&A)

29 Financial Highlights

30 Calendar O Events

32 Corporate Inormation

33 Corporate Structure

34 Board O Directors

36 Proile O Board O Directors

41 Management Team

42 Proile O Management Team

45 Statement O Corporate Governance

51 Audit Committee Report

54 Statement On Internal Control

56 Additional Compliance Inormation

57 The Board O Directors’ Responsibilit

Statement

58 Financial Report

106 Analsis O Shareholdings

109 Analsis O Warrants-A Holdings

111 Analsis O Warrants-B Holdings

112 Notice O The Second

Annual General Meeting

116 Letter O Nomination

Form O Prox

Contents



Head Office:

Hibiscus Petroleu Berhad (798322-P),2nd Floor, Sed Kechik Foundation Building,

Jalan Kapas, Bangsar,

59100 Kuala Lumpur, Malasia

Tel : +6 03 2092 1300

Fax : +6 03 2092 1301

Hibiscus Petroleum Berhad (Hibiscus Petroleum or the Compan) is Malasia’s irst listed

independent oil and gas exploration and production compan. The Compan was

incorporated as a private limited compan, Hibiscus Petroleum Sdn Bhd, on 5 December

2007, under the Companies Act, 1965. On 20 December 2010, it assumed its current

name upon conversion into a public compan. Hibiscus Petroleum was listed on the Main

Market o Bursa Malasia Securities Berhad on 25 Jul 2011 as the irst Special Purpose

Acquisition Compan (SPAC) in South-East Asia.

Hibiscus Petroleum is principall an investment holding compan ocusing on the

development o small and medium-sized oil and gas ields in the Middle East, South

Asia, East Asia and Oceania regions.

INDEPENDENT OIL COMPANY

Upstream Activity

Mainstream Activity

Downstream Activity

ASSET OWNER EXPLORE DEVELOP PRODUCE TRANSPORT REFINE CONSUMEDISTRIBUTE

INTEGRATED OIL COMPANY

SERVICE COMPANIES-SUPPORT ACTIVITY

Hibiscus Petroleum Berhad

2

Annual Report 2011/2012

> About Us



On 18 April 2012, Hibiscus Petroleum completed its irst acquisition, a 35% equit stake in

Lime Petroleum Plc (Lime), which has our concessions in the Middle East – RAK North Oshore

and RAK Onshore in Ras Al Khaimah in the United Arab Emirates (UAE), Sharjah in the UAE,and Block 50 in Oman. Subsequentl, Lime secured access to a urther our concessions in

Norwa, which are subject to completion o certain conditions precedent in the transaction

agreement. The Middle East and Norwa concessions are at earl to advanced exploration

stages.

On 14 August 2012, the Compan announced plans to acquire a 13% stake in 3D Oil Limited

(3D Oil), an Australian Securities Exchange-listed compan and a 50.1% stake in its VIC/P57

permit to obtain rights to explore the asset, located in the proliic Gippsland Basin o south-

eastern Australia. The area includes the discovered West Seahorse ield.

The Compan seeks to develop a balanced portolio o assets which are in geographicall

diverse locations.


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4


> Chairan’s Stateent



Dear Shareholders,It gives me great pleasure to present

Hibiscus Petroleum Berhad’s (Hibiscus

Petroleum) irst Annual Report,

ollowing our listing on the Main

Market o Bursa Malasia Securities

Berhad (Bursa Securities) on 25 Jul

2011. For an compan, a listing is a

milestone that heralds a new chapter

in a continuing growth journe.

However, or Hibiscus Petroleum, the

listing was nothing less than the

deinitive moment when we, literall,

were born.

As a special purpose acquisition compan (SPAC), we had neither

tangible assets nor an operations prior to our initial public

oering (IPO). What we had, however, was a vision or the

compan and a leadership team with the knowledge, experience,

business network and a deep-rooted desire to deliver that vision

o developing Malasia’s irst listed oil and gas exploration and

production (E&P) compan.

Our IPO

Our listing as a SPAC was reported as the irst in Southeast Asia.

Being a pioneer in this tpe o IPO approach meant that a great

deal o awareness had to be created, in the region and in

Malasia, as to its value proposition to the investing communit.

The results were ver encouraging. Our public oer o equit was

over-subscribed b 3.8 times and we raised a total o RM234

million, ar exceeding the minimum requirement o RM150 millionrequired or a SPAC listing on the Main Market o Bursa Securities.

ZAINUL RAHIm BIN mOHD ZAINChairman


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The Lie Qualifying Acquisition

Energised b the support we had rom our shareholders or the IPO, we went ahead to

identi an acquisition that would transorm us rom a SPAC into an operating E&P

compan. As part o the acquisition identiication process, we had an established set o

selection criteria and eventuall our Board recommended an investment in Lime

Petroleum PLC (Lime), as we perceived it to be a well-rounded package o potential that

was not apparent in man other opportunities that we had reviewed. Hence, the

investment in Lime became our Qualiing Acquisition.

The ke dierentiator in the Lime proposition is its business model. Capitalising on a

suite o proprietar technologies (some o which utilise quite unique techniques to

evaluate the geological sub-surace), Lime has secured potentiall valuable concessions

– originall three concessions in the Middle East (two in the United Arab Emirates and

one in Oman) – at a low entr cost. These technologies are the platorm which has

enabled Lime to secure multiple concessions in a relativel short span o time, on

relativel avourable iscal terms.

The Hibiscus Petroleum – Lime partnership is built on another complementar eature.

Whilst Lime’s strength is clearl in prospect identiication through its unique subsurace

evaluation techniques, Hibiscus Petroleum trains its ocus on the various elements o

project execution that are critical to the E&P sector. We believe that the range o

available in-house skillsets will stand the partnership in good stead in the coming ears.

The Lime investment has shown signiicant positive development over the past ew months.Since the transaction was irst disclosed in October 2011, Lime has taken steps to take

up various levels o equit in a urther ive concessions, our o them in Norwa (subject

to completion o certain conditions precedent in the transaction agreements) and one in

the United Arab Emirates. The concessions on the Norwegian Continental Shel geopoliticall

diversi our business risk proile, allow us partnerships with various established international

E&P companies, and enhance our geographical ootprint as a compan.

Overall, we are extremel encouraged b the progress being shown b the Lime

investment.


6





Prospects

Our irst ear has passed in a lurr o activities, resulting in Hibiscus Petroleum,

through the Lime investment, having access to eight concessions; our in the Middle

East and our in the Norwegian Continental Shel (subject to completion o certain

conditions precedent in the transaction agreements). Over the next twelve months, our

task is to convert the potential within our portolio o assets into tangible value in a

cost-eective, sae and environmentall sensitive manner. We have reviewed existing

seismic lines and planned urther seismic work and a multi-well drilling programme in

the Middle East concessions, which we believe will have a positive impact directl or

Lime and indirectl or Hibiscus Petroleum. I would like to stress that saet and

sensitivit or the environment shall be important in-house project implementation

considerations, not onl because these are prime actors that host governments

consider when awarding concessions in their countries, but also because we strongl

believe saet and environment considerations are good business practices.

Independent o the Lime investment, Hibiscus Petroleum will, on its own, be seekingurther opportunities in various regions. Our end objectives are to:

● possess a balanced portolio o assets that are geographicall diverse in location,

and;● have revenue originating rom hdrocarbon production beore the end o ear 2013.

These are aggressive targets but we believe them to be achievable.

Corporate Activities

Our Compan is a oung organisation. We are not onl addressing operational activities

but also building the compan rom a corporate perspective. The processes and sstems

to ensure adequate technical and business risk management are being deploed

together with sstems to maintain strict internal controls.

We have also been continuousl working on the disclosure component o our business.

Being the irst public quoted E&P compan on Bursa Securities has prompted us to

maintain an inormative website with several innovative eatures. I would urge all o ou

to use our website as the source o reliable and current inormation on all matters

relating to the Compan.

We believe these undamental steps which are being taken at this earl stage will hold

us in good stead as we evolve in size and geographical extent.

We also believe strongl that all responsible organisations have a dut to see to the

well-being o the communities that support them. However, as a oung compan that

has et to generate signiicant levels o revenue, we have had to deer the implementation

o a corporate social responsibilit (CSR) programme. We hope that this is onl a

temporar position and we intend to ulil our social obligations as soon as our inancial

position permits such an initiative.

Acknowledgeents

Being the irst SPAC in the region, I would like to ormall thank the regulator

authorities in Malasia, namel the Securities Commission and Bursa Securities, or

having the oresight to implement the SPAC listing guidelines as a catalst o

entrepreneurship. I would also like to thank them or their support and guidance

throughout our IPO journe.


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M thanks are also due to the investors who initiall

participated in the equit o our Compan, even beore wehad submitted our application or an IPO to the Securities

Commission. The aith the had in our vision and the initial

capital the gave us allowed us to engage our legal and

inancial advisers and embark on this adventure.

I would also like to express m sincere appreciation to all our

shareholders who made a leap o aith b investing in our

SPAC during the IPO. your overwhelming and continuous

support over the past ear has been appreciated, and

I assure each and ever one o ou that our interests will

alwas be at the heart o our operations.

I must also stress on the important roles plaed b

our advisers during two crucial stages in the past ear. In

the irst instance, Hong Leong Investment Bank Berhad guidedus through our IPO process whilst RHB Investment Bank

Berhad did the same through the Qualiing Acquisition. Our

legal advisers, Murad yee Partnership worked on the legal

aspects o both the IPO and Qualiing Acquisition, as did our

Compan Secretaries, Tricor Corporate Services Sdn Bhd, and

our Share Registrar, Tricor Investor Services Sdn Bhd. Our

taxation and inancial advice was provided b Messrs

PricewaterhouseCoopers Taxation and Crowe Horwath, whilst a

host o oreign-based advisers, namel SNR Denton, Appleb

(Isle o Man) LLC, Lenz and Staehelin, Pareto Securities Asia

Pte Ltd and Aker Geo AS also plaed ver signiicant roles b

providing speciic expertise in a range o areas. All their

combined, tireless eorts are ver much appreciated.

Beore I conclude, I would also like to express m sincere

thanks to our business partner, Lime, and its shareholders

Rex Oil & Gas Limited and Schroder & Co Banque S.A. We

have trul enjoed the experience o working with them and we

look orward to a rewarding and long term business relationship.


8





Finall, I would like to extend m gratitude to m

ellow Board members, the Management and the

entire team o Hibiscus Petroleum, or their

commitment to the Compan which has seen us

progress this ar within such a short period o time.

With the level o dedication that has alread been

displaed, I have ever conidence in HibiscusPetroleum attaining its vision o becoming a ‘respected

independent E&P compan’. Our journe has onl just

begun, and et i our irst ear is a pointer, the uture

is set to be ver exciting or all o us.

Thank ou.

ZAINUL RAHIm BIN mOHD ZAIN

Chairman


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This Management Discussion & Analysis

(MD&A) section formally covers the period

from 1 April 2011 to 31 March 2012, during

which time Hibiscus Petroleum Berhad

(Hibiscus Petroleum or the Company)

progressed from being a privately held entity

into Malaysia’s first listed Special Purpose Acquisition Company (SPAC) and then later

transformed into a normal operating

independent oil and gas exploration and

production (E&P) company listed on the

Main Market of Bursa Malaysia Securities

Berhad (Bursa Securities).

management discussion& analysis (MD&A)



DR KENNETH GERARD PEREIRA

Managing Director

The Initial Public Oering (IPO) was a turning point or the Compan, providing us with the

resources to acquire assets and commence operations. Despite the continuing economic and

political uncertainties seen on the global business landscape, the Management believes that

we have accomplished a considerable amount during the period under review, and, it is with

pleasure that we provide a detailed review o our overall perormance, with particular emphasis

o the status o operations in this MD&A.

FINANCIAL REVIEW

The Group recorded revenue o RM8.0 million during the inancial ear ended 31 March 2012

rom project management, technical and other services ees, and interest income. Project

management, technical and other services ees were earned rom the Lime Petroleum Plc (Lime)

Group as our subsidiar, Hibiscus Oilield Services Limited (Hibiscus Oilield), had signed a

project management and technical services agreement with Lime on 24 October 2011 to

provide such services or Lime’s existing and uture oil and gas concessions in the Middle East.

We also earned interest on the placement o proceeds raised rom our IPO.


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The manageent is

encouraged by the

anner in which the

Group has grown and

expanded geographically

within our first year as a

listed entity.

During the inancial ear under review, total expenses beore income tax

amounted to RM12.3 million. This was substantiall more than our expenses o RM1.2 million incurred during the previous inancial ear, as the Group had not

commenced operations as a SPAC then. O the total expenditure o RM12.3

million, RM5.7 million was costs attributed to the completion o our Qualiing

Acquisition. Costs or this exercise comprised ees or legal, technical, inancial,

corporate and valuation advisor services in relation to due diligence activities,

the execution o legal documents and various submissions to regulator

authorities. A urther RM4.2 million was channeled towards the remuneration o

our personnel. This was much higher than the RM0.5 million incurred during the

previous ear as we have had to expand our project management and technical

team in order to provide services to the concession companies within the Lime

Group. However, it should be highlighted that RM1.4 million o the Group’s total

remuneration expenses was recovered rom Lime through the provision o project

management, technical and other services.

An additional expense during the inancial ear was income tax amounting toRM0.5 million mainl arising rom non-tax deductible expenses.

OUR BEGINNINGS

For approximatel our months commencing April 2011, the Management was

ocused primaril on our IPO exercise. Being the irst SPAC in the region, we

were aware that we had to educate the investing communit on the nature o

SPACs, its in-built investment saeguards, and the value proposition o investing

in our Compan. There was also a requirement to brie investors on the nature

o the oil and gas E&P sector, as there was no listed Malasian independent

E&P plaer. In the process o conducting these brieings, we met a large number

o prospective investors, and took the opportunit to present to them our

business model. The time and eort devoted to these activities paid dividends

as we succeeded in raising RM234 million rom our IPO on 25 Jul 2011. Thissum meant that we raised an excess o RM84 million over the Securities

Commission’s stipulated minimum o RM150 million or a SPAC listing.

The IPO invoked two major changes or us. For a start, Hibiscus Petroleum was

now public-quoted. Secondl, our business objectives immediatel shited rom

raising unds to identiing a suitable asset that, on acquisition, would quali

the Compan to operate as a ‘normal’ Main Market listed entit.

Selection of a Target

Over a period o three months commencing rom the date o our IPO, global

equit markets generall declined. During this period, Hibiscus Petroleum was

oered at least 14 investment opportunities in Oman, India, Vietnam, Indonesia,

the Philippines, Australia, Papua New Guinea and Thailand. In order that weevaluated each opportunit in a structured manner, we established a set o

criteria comprising:

• technical considerations, such as the active or passive technical role o the

Group, subsurace considerations, operational risks and exploitation issues;

• commercial considerations, namel the iscal terms o the concession,

venture partners and inancial returns. The Group also had to ensure that the

total consideration to be paid was more than RM170 million (80.0% o the


12


> manageent Discussion & Analysis (mD&A)



aggregate amount in the Trust Account) to quali as a Qualiing Acquisition under the

Securities Commission’s guidelines; and

• geo-political considerations, such as whether the prospects were located in politicall stable

and secure areas within our regions o interest, namel South Asia, the Middle East, East

Asia and Oceania.

Using the above-mentioned criteria, our targets were shortlisted beore we inall selected Lime

as our proposed Qualiing Acquisition. Ater a comprehensive due diligence process, the

Management recommended the Lime investment opportunit to our Board and shareholders.

THE LImE QUALIFYING ACQUISITION

On 24 October 2011, the Group, via our wholl-owned subsidiar Gul Hibiscus Limited (Gul

Hibiscus), signed a conditional share subscription agreement to acquire a 27.2% equit stake

(b wa o a new issue o shares) in Lime or a cash consideration o USD50 million. Gul

Hibiscus also executed a conditional share purchase agreement with Lime’s major shareholder,

Rex Oil & Gas Limited (Rex), or the acquisition o a urther 7.8% equit stake in Lime rom

Rex or a cash consideration o USD5 million. In addition, it was agreed that another USD5

million would be paid to Rex i a discover o hdrocarbons is made and declared to be

commercial beore 31 December 2013 b an independent competent expert.

The Lime transaction comprised several components which made it an attractive investment

opportunit. Firstl, it provides us with an opportunit to access high-potential acreage in the

proliic petroleum basins o the Middle East (at the time o execution o the transaction

agreements, Lime held concession rights to three assets located in Oman and the United Arab

Emirates (UAE)). Secondl, these concessions were secured with minimal work commitments,with no obligation to drill exploration wells. Thirdl, the Project Management and Technical

Services Agreement (PMTSA) executed between Lime and our wholl-owned subsidiar, Hibiscus

Oilield, allows us to contribute in a meaningul wa towards the attainment o the joint

venture’s business objectives (it provides Hibiscus Petroleum project management control o

Lime’s existing and uture oil and gas concessions in the Middle East). Finall, the Lime

acquisition also gave the Group exclusive access to proprietar technologies rom Rex

(comprising Rex Gravit, Rex Seepage and Rex Virtual Drilling which help to better deine the

potential presence o liquid hdrocarbons in prospects prior to drilling), or iteen countries in

the Middle East.


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Over 99% o our shareholders voted in avour o

the deal, providing overwhelming support to theManagement and Board o the Compan during

our Extraordinar General Meeting.

On 10 April 2012, the last condition as stipulated

in the Lime transaction agreements was ulilled

when Lime secured a ourth concession – RAK

Onshore in the UAE.


14





Figure 1: Lie Group’s concessions in the middle East

With the acquisition o Lime, the Compan transormed into a ull-ledged oil and gas E&P

compan on the Main Market o Bursa Securities on 18 April 2012.

Enhanceent of the Lie Asset Portfolio

Following the execution o the Qualiing Acquisition agreements, Lime secured a ourth

concession in the Middle East and equit interests in our concessions in Norwa, whilst more

avourable terms, to two o its existing agreements, were negotiated. None o these

enhancements changed our purchase consideration or the 35% stake in Lime.

The addition o RAK Onshore into the Lime Middle East portolio provides several beneits.

Onshore concessions are attractive as the are generall cheaper to explore and develop and,

in the event o drilling and appraisal success, are quicker to put into production. Furthermore,

during the development and producing phases, onshore ields in a developed area have read

access to production, transport and storage acilities.

In the UAE, where RAK Onshore is located, the oil and gas inrastructure has been long

established and includes a highl developed network o trunk gas pipelines covering more than

1,300 km.

Hibiscus Oilield, together with Lime, has established a technical unit based in the Middle East.

Thereore, having an additional concession in close proximit to existing assets allows or the

optimal deploment o personnel to the region.

In the Norwegian Continental Shel (NCS), Lime has executed agreements to secure a 50%

stake in North Energ ASA’s (North Energ) interests in our concessions or a purchase

consideration o approximatel Norwegian Krone (NOK) 31.8 million (equivalent to RM16.8

million) (i the transer o interests is completed in 2012 and i the deal is completed in 2013,

the purchase consideration will include Lime’s share o actual costs incurred in 2012).


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Figure 2: Lie Group’s concessions in Norway

Our entr into the NCS is a milestone or the Group, as the oil and gas basin here is both

mature and proliic, enjoing a high level o E&P activit. Several exploration successes in this

region in recent ears have enabled Norwa to become the third largest gas exporter and sixth

largest oil exporter in the world.

This transaction urther provides Lime the opportunit to work closel with North Energ on the

existing concessions and opens the possibilit o exploring new opportunities together in the

arm-in market and/or via concession tenders. Lime will also beneit rom its ailiation with the

other partners o the concessions, all o which are experienced operators, namel DongEnerg, Gas de France, Grupa Lotos SA and Dana Petroleum Norwa AS.

It should also be highlighted that the petroleum iscal sstem in Norwa is one o the most

globall attractive, as it reimburses an investor 78% o exploration expenditure at the end o

each ear, irrespective o whether production is achieved. This substantiall reduces the risked

capital outla o the Group or exploration activities. This is also in contrast to the iscal

regimes prevalent in most other countries where a certain portion o exploration expenditure

ma be recovered, but onl upon production (which places all risks associated with exploration

activities squarel on the prospecting companies).

The transaction agreements executed with North Energ are conditional upon, among others,

Lime obtaining its pre-qualiication status as an oil and gas exploration compan in Norwa as

well as approval rom the Ministr o Petroleum and Energ, Norwa. Activities to secure both

pre-qualiication and the necessar approvals are being aggressivel pursued.

As previousl mentioned, in Ma 2012, Lime also successull renegotiated two existing

agreements. In the irst instance, Lime secured a revision o the terms o the Exploration and

Production Sharing Agreement (EPSA) between the Government o Ras Al Khaimah/Rakgas

L.L.C. (Rakgas) and Dahan Petroleum Ltd governing the RAK North Oshore Concession. The

revised EPSA provides more clarit on the method o administration o the EPSA and it also

makes the necessar provisions or several structural changes that had taken place in the local

business environment. The overall commercial impact o the contractual amendments made in

the EPSA was assessed to be marginall in avour o Lime.


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Later in the same month, another Lime subsidiar, Lime Petroleum Ltd (Lime BVI), executed a

revised Masirah Shareholders’ Agreement with Petroci Holding (Petroci), as well as a SharePurchase Agreement in relation to a purchase o 100 shares in Masirah Oil Ltd (Masirah) b

Petroci rom Lime BVI or a consideration o USD1.8 million.

As a matter o background, Masirah holds 100% o the Block 50 Oman concession. When

Hibiscus announced our investment in Lime last October, its subsidiar, Lime BVI held a 74%

equit interest in Masirah, with the remaining 26% being held b Petroci. Under the previous

option agreements, Lime BVI’s equit interest in Masirah could have been reduced to 35% in

the event that Petroci injected USD7.2 million to participate in the drilling o one oshore

explorator/stratigraphic well.

Under the revised agreements, Petroci injected USD1.8 million as its unconditional non-

reundable contribution towards its urther participation in Masirah and consequentl, Lime BVI’s

equit interest in Masirah has been onl reduced to 64%.

We are ver pleased with this outcome at it increases Lime BVI’s share o recoverableresources rom Block 50, Oman. The increase in Lime BVI’s equit stake in Masirah increases

the net risked recoverable resources o Lime Group b approximatel 41%. Based on current

data, Block 50 Oman is viewed as one o the most prospective o the concessions secured in

the Middle East.

Group Structure of Hibiscus Petroleu

Through Lime, over the past ear, we have acquired our concessions in the Middle East while

another our concessions in Norwa are in the pipeline. Our concession portolio in the Middle

East provides us with an opportunit to pursue high-impact exploration targets in the most

prominent hdrocarbon producing region globall. In Norwa, meanwhile, we are being presented

the opportunit to develop our exploration skillsets alongside established industr plaers in a

ver avourable iscal regime.

Figure 3: Current Group Structure of Lie Group

Exposure to 8 concessions in the Middle East and Europe

Hibiscus Petroleum

Berhad

Rak

Offshore

Sharjah

Offshore

Block 50

Oman

RAK

Onshore

Dahan

Petroleum

Ltd

Zubara

Petroleum

Ltd

Masirah Oil

Ltd

Baqal

Petroleum

Ltd

59 %

100 %

100 %

8.60 % 35.0 % 100 %

64 %

Schroder

& Co

Banque

S.A.

Rex Oil &

Gas Ltd Gulf

Hibiscus

Ltd

Lime Group:Listable as

Pure Exploration

Company

HibiscusOilfield

Services

Ltd

*Currently being established

Subject to completion

12.5 %

PL 503

15 %

PL 518

20 %

PL 526

10 %

PL 530

56.40 %

100 %

Lime Petroleum PLC

Lime Petroleum Ltd

Lime Norway Ltd*


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Figure 4: middle East Structure of the Lie Group

Concession SPV Parties/Participating

Interests

Block 50 Oman Masirah Oil Ltd Lime BVI 64%

Petroci 36%

Ras Al Khaimah Oshore Dahan Petroleum Ltd Lime BVI 59%

Schroder & Co Banque

S.A 25%

Right All Ltd 16%

Ras Al Khaimah Onshore Baqal Petroleum Ltd Lime BVI 100%

Sharjah East Coast Oshore Zubara Petroleum Ltd Lime BVI 100%

Figure 5: Norway Structure of the Lie Group

Concession SPV Parties/Participating Interests

PL 530 Lime Norwa GDF Suez E&P Norge AS 40%

Discover Petroleum AS 20%

Rocksource ASA 20%

North Energ 10%

Lime Norwa 10%

PL 518 Lime Norwa Dong Energ 40%

Discover Petroleum AS 20%

North Energ 15%

Lime Norwa 15%

Sagex Petroleum Norge AS 10%

PL 526 Lime Norwa North Energ 20%

Noreco 20%Dana Petroleum Norwa AS 20%

E.ON Ruhrgas Norge AS 20%

Lime Norwa 20%

PL 503 Lime Norwa Lotos Exploration and Production Norge AS 25%

Edison International Spa 25%

Skagen44 AS 25%

North Energ 12.5%

Lime Norwa 12.5%

OPERATIONS REVIEW: mIDDLE EAST CONCESSIONS

IT SHOULD BE NOTED THAT THE INFORMATION PRESENTED BELOW REFLECTS THE TECHNICAL

INTERPRETATION OF ASSETS AT A PARTICULAR INSTANT IN TIME, AFTER THE CONSIDERATION

OF AVAILABLE DATA, AT THAT TIME. TECHNICAL INTERPRETATIONS MAy VARy FROM TIME TOTIME AS MORE DATA OR A BETTER UNDERSTANDING OF THE RELEVANT GEOLOGICAL SETTING

BECOMES AVAILABLE.

i. Block 50, Oman (Offshore)

Sub-Surface Evaluation

Lime had inherited legac seismic data rom the previous holders o Block 50 in Oman. These

datasets have been reprocessed and reinterpreted using modern techniques over the past ear.

The reprocessing work were carried out b seismic processing compan Spectrum o the United


18





Kingdom. More speciicall, a ull geological evaluation o the southern part o the block around

the Masirah Ba area, was carried out. This seismic data, acquired b Hunt Oil in 2004 and2006, was mainl used or the initial geological interpretation. Available logs rom the three

wells in the area (SMPA-1, Maimun-1 and SMPB-1) were used or correlation and evaluation o

reservoir properties.

In addition, gravit data and magnetic data acquired b Hunt Oil were used to validate structural

elements and to deine the extent o the ophiolite and the associated mélange eature. This

stud is being perormed b Swedish consultanc, GeoVista.

Based on this preliminar work, a number o prospects and leads have been identiied. In

addition, more seismic acquisition work was carried out in 2012 as tabulated below:

Period

Field Work

Prograe Service Provider Status

17 Ma –

1 Jul 2012

560 km 2D and

346 km2 3D seismic

BGP International

Equipment (M.E) FZECompleted

This additional seismic acquisition work will be used to validate the results obtained rom the

vintage third part datasets. This work is currentl on-going and is anticipated to contribute to

the selection o inal drilling locations within the block.

Figure 6: Location of Oan, Block 50 Concession

US Dept of State Geographer; ©2012 Google; Data SIO, NOAA, U.S. Navy, NGA, GEBCO; ©2012

Cnes/Spot Image


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Virtual Drilling has also been carried out using legac seismic data over all the identiied

leads. This technique, proprietar to Rex, uses responses rom the low requenc band o

conventional seismic data to identi resonance signatures rom reservoir luids. Using this

methodolog, positive indications o hdrocarbon accumulations have been seen over the

identiied prospects and leads.

Figure 8: Virtual Drilling Results at Top Natih Foration

Figure 7: Identified Prospects in Block 50 Oan


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The exploration work conducted to date has conirmed the large main leads previousl identiied

b Hunt Oil below the mélange. In addition, two new smaller leads were identiied west o themélange. Direct hdrocarbon indications in the orm o Amplitude versus Oset (AVO) on

seismic data, which opens another opportunit, were ound southwest o Maimun-1.

The ollowing geological and geophsical studies were awarded to aid in high-grading the

dierent prospects:

• AVO: PSSGeo, Norway

• BasinModeling and Reservoir Studies:Prime Energy, Dubai, UAE

• FaultSeal/Trap Studies:RDR,Leeds, United Kingdom

Preliminar reports have been received. The basin modeling conirms the possibilit o an active

petroleum sstem under the mélange section and urther conirms the possibilit o paths or

the hdrocarbons to migrate to the identiied prospects and leads. A petrophsics stud (which

has also been undertaken) indicates that the ormations in the identiied leads are likel to

have good reservoir and seal properties.

The data available to-date provides good exploration elements or prospecting and is a good

basis to urther mature the leads. These results, combined with positive indicators rom

Rex’s virtual drilling tests, lead us to be conident in planning our irst ew exploration wells.

A urther review (using conventional and Virtual Drilling techniques) o seismic data acquired b

Lime in 2012, will be perormed to conirm the viabilit o the identiied prospects and leads

as drillable targets, beore a inal decision is made to invest in the drilling o at least two

exploration wells in Block 50, Oman in late 2012 and earl 2013.

Well Engineering

Commencing August 2011, a drilling scoping stud was initiated b Lime and perormed b a

third part service contractor in anticipation o our drilling programme in Block 50 in Oman. In

December 2011, several companies quoted or the drilling project management services.Following a technical and commercial evaluation o the submissions, SPD LLC (SPD), a division

o Petroac, was selected. Hibiscus Petroleum representatives have since been assigned to the

SPD oice in Dubai to work on developing the drilling strateg, in addition to the well

engineering plan and overseeing o the tender process.

The Ministr o Oil and Gas o the Sultanate o Oman has reviewed all tender strategies or

the two exploration wells to be drilled, and the majorit o the tenders have been initiated.

Discussions are on-going with drilling rig contractors and a contract or detailed geo-technical

site surves will be awarded in the near term.

Together with SPD, we have also conducted a logistics stud and identiied the preerred base

o operations. In the next ew months, we will ocus on making this option as cost-eective

as possible.

Meanwhile, submissions or all the required regulator approvals or the work programmeare on-going.

ii. RAK North (Offshore)

The Ras Al Khaimah North oshore block covers 1,200km2 o the northwest coast o the

Emirate o Ras Al Khaimah. The producing Saleh ield is located within the block, but is

excluded rom the concession.


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Figure 9: Location of the RAK North (Offshore) Concession


Cnes/Spot Image

Subsurface Evaluation

During the irst hal o 2012, conventional interpretation o 2D seismic data acquired b Lime

in 2010 was completed. The project had an extensive scope covering:

• Regionalstructuralgeology and lithology

• Placing RAK Northin a regionalgeologicalsetting

• Interpreting thenewseismicdata

• Integratingavailable wells

• Definingvolumetrics andrisking ofidentifiedprospects

The various studies have deined some conventional Cretaceous prospects with moderate risk.

Figure 10: RAK North map of Prospects & Leads


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An extensive seismic resonance analsis was initiated using Rex’s Virtual Drilling technique. It

suggested that luids could be ound in the Thamama ormation to the east and north o theSaleh ield. This pla was previousl unidentiied using conventional geological interpretation. A

reinterpretation o the seismic data was initiated to integrate the Virtual Drilling results with

conventional geological interpretation. Using a more detailed analsis o the seismic dataset,

and through a review o literature on a carbonate reservoir depositional model in the region, a

new possible prospect setting was identiied which supports the Virtual Drilling results.

Figure 11: Leads/Prospects Identified Through Conventional AnalysisIntegrated with Additional Leads/Prospects Identified by VirtualDrilling

A seismic stud involving AVO analsis and well-driven inversion was initiated to investigate i

these methods can give indications o increased porosit over the new plas, thus support the

indings rom the Virtual Drilling. Results o a post-stack inversion indicate high porosit in the

Thamama ormation at the F-prospect, while the basin south o the Saleh ield shows ver low

porosit. This conclusion ma suggest negative implications or the Dahan B and C prospects

which had been previousl identiied.

In 2012, urther seismic data was acquired b Lime as tabulated below:

Period

Field Work

Prograe Service Provider Status

03 March –

06 April 2012

147km 2D and 121

km2 3D

BGP International

Equipment (M.E) FZECompleted

A urther Inversion stud will be perormed on the new 3D seismic data acquired in March

2012. In addition, the ollowing studies have been initiated to urther improve the prospectivit

o this concession:

• Reservoir petrophysics anddiagenesis study

• Faultseal/trapstudy

• Pressure prediction study


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Well Engineering

As in Oman, a drilling scoping stud was initiated b a third part service provider AGR in

August 2011. The reviewed all the relevant oset wells and produced a preliminar well design

and a budgetar cost estimate. The results indicate that it would be challenging to drill an

exploration well in this concession since the target ormations are deep, have high pressures

and temperatures and, in some cases, produce hdrogen sulphide (H2S) and carbon dioxide

(CO2).

Work is currentl on-going with SPD or the preliminar well design to identi the long lead

items required. At the same time, a market surve is under wa to source rigs that are able

to drill in a sae and eicient manner taking into account the anticipated challenges.

iii. RAK Onshore

Figure 12: Location of the RAK Onshore Concession


Cnes/Spot Image

The Ras Al Khaimah onshore concession is situated in the south o the Emirate o Ras Al

Khaimah. At present, minimal data are available about the block. A scouting part has visited

the area in order that a design or a seismic shoot can be done. The seismic shoot over this

concession is planned or 2013.

iv. Sharjah East Coast (Offshore)

This 1,600km2 concession is located o the east coast o the Emirate o Sharjah.


24





Figure 13: Location of the Sharjah East Coast (Offshore) Concession


Cnes/Spot Image

Subsurface Evaluation

Based on reports rom the previous operator o this concession, there is large potential

prospectivit in the conventional Middle East Cretaceous structural traps and urther opportunitiesin a ver exciting second pla-tpe o a Miocene turbidite setting.

A seismic acquisition campaign was undertaken b Lime in 2012 as tabulated below:

Period Field Work

Programme

Service Provider Status

18 Feb – 24 Feb

2012

10 Apr – 4 Ma

2012

78 km 2D

446 km2 3D

BGP International

Equipment (M.E) FZE

BGP International

Equipment (M.E) FZE

Completed

Completed

The seismic datasets acquired between 18 Februar and 4 Ma 2012 are being processed and

should be read or interpretation in October 2012. Both tpes o prospects have alread beenidentiied on the raw 2D seismic data and preliminar Virtual Drilling results are encouraging.

OPERATIONS REVIEW: NORWAY

IT SHOULD BE NOTED THAT THE INFORMATION PRESENTED BELOW REFLECTS THE

TECHNICAL INTERPRETATION OF ASSETS AT A PARTICULAR INSTANT IN TIME, AFTER THE

CONSIDERATION OF AVAILABLE DATA, AT THAT TIME. TECHNICAL INTERPRETATIONS MAy VARy

FROM TIME TO TIME AS MORE DATA OR A BETTER UNDERSTANDING OF THE RELEVANT

GEOLOGICAL SETTING BECOMES AVAILABLE.


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Lime entered into agreements on 2 Ma 2012 to secure 50% o North Energ’s equit interests

in our concessions totaling 3,412 km2

located in the Norwegian Continental Shel o Norwa.All the concessions are not operated b Lime. The were selected based on a preliminar

Virtual Drilling evaluation perormed on seismic acquired b the operators o the various blocks.

The current work programme involves urther Virtual Drilling work to determine the viabilit o

the assets and the optimal location o exploration wells to be drilled.

CONCLUDING REmARKS

The work programme or the ear under review and the subsequent period has been perormed

with no saet related incidents. Furthermore, the programme was ulilled within the planned

budgets.

In terms o resources, the data presented in Figure 14 tabulates the estimated current volumes

and their categorisation.

Figure 14: Resources Currently Attributed to Lie Group of Copanies

Middle East including increased shareholding in Masirah (Source: Aker Geo)

Asset

Net Unrisked Best Estiate

Recoverable Resources to

Lie (boe)

Net Risked Best Estiate


Lie (boe)

RAK North Concession 60.9 13.4

Sharjah Concession 426.0 55.0

Block 50 Concession 2,276.7 248.6

RAK Onshore Concession TBA TBA

Total (Excludes RAK Onshore)

2,763.6 317.0

Norwa (Source: Compan internal estimates)

Asset

Net Unrisked Best Estiate

Recoverable Resources

to Lie (boe)

Net Risked Best Estiate


Lie (boe)

PL 503 123.0 16.5

PL 518 17.6 2.6

PL 526 75.4 12.7

PL 530 10.1 3.2

Total 226.1 35.0

FUTURE PLANS AND PROSPECTS

Hibiscus Petroleum has ocused on developing its position in Lime over the past ear. This has

allowed an earl creation o value and capital appreciation o the equit held b our

shareholders. The next phase o our growth strateg is two-pronged:

• Asdetailed intheprevioussection, wewill continueour workas ProjectManageron Lime

Group’s work programme or 2012 comprising seismic acquisition, processing and

interpretation, geological studies and pre-drilling activities; and


26





• Wewill evaluate the acquisitionof developmentand/or producing oil/gas fields tobalance

our portolio with more moderate and low-risk assets.

The Management believes that the current uncertaint in the global markets and a sotening o oil prices provide an ideal opportunit to acquire the desired tpe o assets that will result inthe balancing o our portolio. As part o our growth strateg to pursue development and/orproducing oil and gas assets, the Compan will require unding and has thereore launched aConvertible Redeemable Preerence Shares (CRPS) issue exercise to raise up to RM210.0million on 2 August 2012.

This instrument has been structured in a manner that does not penalise our currentshareholders as CRPS investors subscribe at a premium over the prior 5-da volume weightedaverage market price. At the same time, new investors have been provided with varioussaeguards and eatures (including redemption provisions and a conversion option) which havebeen incorporated into the scheme. The unds raised will be placed with an independentcustodian and will onl be disbursed to the Compan ater an external expert conirms thatcertain minimum project investment criteria have been met.

Up to 3 August 2012, Hibiscus Petroleum had entered into six conditional subscriptionagreements that would raise RM74.5 million out o the total maximum o RM210.0 million.

VIC/P57 & 3D OIL TRANSACTION

Consistent with the strateg to utilise CRPS unds on development assets to balance our overallportolio rom a risk perspective, Hibiscus Petroleum and our wholl-owned subsidiar, OceaniaHibiscus Sdn Bhd (OHSB) acquired, through an issue o new shares, a 13% equit stake inan Australian Securities Exchange-listed compan, 3D Oil Limited (3D Oil), or a cashconsideration o approximatel AUD2.0 million.

Carnarvon Hibiscus Pt Ltd (CHPL), a wholl-owned subsidiar o OHSB, simultaneousl signeda conditional arm-in agreement with 3D Oil or the acquisition o a 50.1% unencumbered legaland beneicial right, title and interest in the exploration permit VIC/P57 (VIC/P57) and an petroleum recovered rom the permit area, or a purchase price o approximatel AUD13.5

million. Apart rom this investment, we shall also be injecting a urther AUD13.5 million to undour share o the joint operating activities.

At this time, the above-mentioned transaction is subject to various approvals which will besought in due course. On completion, CHPL will ormall become the operator o the VIC/P57concession.

Figure 15: Location of the VIC/P57 Concession


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The VIC/P57 licence is located in the proliic Gippsland Basin, which represents the most

productive hdrocarbon province in Australia. Initial resource estimates o more than 4 billionbarrels o oil and condensate reserves and 9.8 trillion cubic eet o gas reserves are associated

with this province and it has produced approximatel two-thirds o Australia’s cumulative oil

production and one-third o its gas production to date.

First oil rom VIC/P57 is targeted or mid 2014, subject to obtaining relevant approvals and

the availabilit o rig and production acilities. The ield lie is estimated to be approximatel

thirteen ears but the economic lie o the ield will be probabl somewhat shorter, depending

on the development solution that is selected.

The subscription and purchase consideration, combined with our initial investment in the joint

operating activities, totals AUD29 million and will be unded via available internal unds and

proceeds raised rom the CRPS issue.

Most signiicantl, this acquisition allows the Group to progress along the exploration and

production value chain, as depicted below.

Figure 16: Strategic Approach of the Hibiscus Petroleu Group

The Management is encouraged b the manner in which the Group has grown and expanded

geographicall within our irst ear as a listed entit. Aggressive targets have been set and we

look orward positivel to the uture.


28





31.3.2012 31.3.2011

Rm’000 Rm’000

Revenue 7,961 15

Loss ater taxation (4,884) (1,194)

Loss per share (RM) (0.03) (5,969)

Total assets 233,514 2,934

Shareholders’ equit 232,145 (1,205)

Net assets value per share (RM) 0.56 (6,023)

2012 2011

Revenue

(RM’000)

Total Assets

(RM’000)

Shareholders’ Equity

(RM’000)

2012 2011

7 ,

9 6 1

2 3 3 ,

5 1 4

2 ,

9 3 4

2 3 2 ,

1 4 5

( 1 ,

2 0 5 )

1 5

2012 2011


29


> Financial Highlights

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> 20 APRIL 2011

Securities Coission’s

Approval of Initial Public

Offering (IPO)

Received the Securities

Commission’s approval or

Hibiscus Petroleum’s

lotation on the Main

Market o Bursa Malasia

Securities Berhad (Bursa

Securities).

> 30 JUNE 2011

Launch of IPO Prospectus

Launched the IPO

Prospectus.

> 25 JULY 2011

Listing on the main

market of Bursa

Securities

Listed on the Main Market

o Bursa Securities under

Special Purpose

Acquisition Compan

(SPAC) listing rules (Stockcode: 5199/HIBISCS).

> 24 OCTOBER 2011

Signing of Qualifying

Acquisition Agreeents

Hibiscus Petroleum’s

wholl-owned subsidiaries,

Gul Hibiscus Limited and

Hibiscus Oilield Services

Limited, signed various

agreements in relation toits Qualiing Acquisition,

being a 35% equit

interest in Lime Petroleum

Plc (Lime) (transaction

reerred to as Qualiing

Acquisition)

2011> CALENDAR OF EVENTS


30




> 16 FEBRUARY 2012

Securities Coission’s

Approval of the Qualifying

Acquisition

Received the Securities

Commission’s approval o

the Qualiing Acquisition.

> 2 mAY 2012

Concessions in Norway

Lime entered into

agreements with North

Energ ASA to secure

interests in 4 concessions

in Norwa.

> 24 JULY 2012

Audited Financial Report

Release o Audited Financial

Report or the inancial ear ended

31 March 2012.

> 23 mAY 2012

Increased Stake in

masirah Oil Ltd (masirah)

Lime’s subsidiar, Lime

Petroleum Limited (Lime

BVI) executed a revised

Masirah Shareholders’

Agreement with Petroci

Holding, increasing Lime

BVI’s stake in Masirah

rom a potential 35%to 64%.

> 10 APRIL 2012

New Onshore Ras Al-

Khaiah Concession and

Revised Ters of Existing

Ras Al- Khaiah Offshore

Concession

Lime’s wholl-owned

subsidiar, Baqal

Petroleum Ltd, signed an

Exploration and Production

Sharing Agreement (EPSA)

with the government o

Ras Al-Khaimah in the

United Arab Emirates or

an onshore concession.

Lime’s subsidiar, Dahan

Petroleum Ltd, executed

revised EPSAs or RAK

North Oshore concession,

located oshore in Ras

Al-Khaimah.

> 18 APRIL 2012

Copletion of the Qualifying

Acquisition.

2012

> 2 & 3 AUGUST 2012

Launch of Proposed Private

Placeent of Convertible

Redeeable Preference Shares

(CRPS)

Announced proposed private

placement o up to RM210 million

new CRPS and entered into

conditional subscription

agreements with six investors or

the subscription o CRPS totalling

RM74.5 million.

> 14 AUGUST 2012

Proposed Acquisition of 3D Oil

Liited (3D Oil) Shares andInterest in Perit

Signed two agreements with

Australian Securities Exchange-

listed 3D Oil or a 13.0% equit

interest in 3D Oil and a 50.1%

arm-in interest in exploration

permit VIC/P57.

> 21 mARCH 2012

Shareholders’ Approval of

the Qualifying Acquisition

Received shareholders’

approval o the Qualiing

Acquisition.


31


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Audit CoitteeChairperson

Datin Sunita Mei-Lin Rajakumar

Members

Zainul Rahim bin Mohd Zain

Zainol Izzet bin Mohamed Ishak

Ta Chin Kwang

Noination Coittee

Chairman


MembersZainul Rahim bin Mohd Zain


Reuneration Coittee

Chairman

Zainul Rahim bin Mohd Zain

Members



Copany Secretaries

Lim Hooi Mooi (MAICSA 0799764)

Tan Bee Hwee (MAICSA 7021024)

Registered Office

Level 18, The Gardens North Tower

Mid Valle Cit

Lingkaran Sed Putra

59200 Kuala Lumpur

Tel: 603-2264 8888

Fax: 603-2282 2733

Principal Place Of Business2nd Floor

Sed Kechik Foundation Building

Jalan Kapas, Bangsar

59100 Kuala Lumpur

Tel: 603-2092 1300

Fax: 603-2092 1301

Website: www.hibiscuspetroleum.com

Auditors

Crowe Horwath

Chartered Accountants

Level 16, Tower C, Megan Avenue II

12 Jalan yap Kwan Seng50450 Kuala Lumpur

Share Registrar

Tricor Investor Services Sdn Bhd


Mid Valle Cit, Lingkaran Sed Putra

59200 Kuala Lumpur

Tel : 603-2264 3883

Fax : 603-2282 1886

Principal Banker

RHB Bank Berhad

Stock Exchange Listing

The Main Market o Bursa Malasia

Securities Berhad

Stock Name: HIBISCS

Stock Code: 5199

BOARD OF DIRECTORS

Zainul Rahim bin Mohd ZainNon-Independent,

Non-Executive Chairman

Dr Kenneth Gerard Pereira

Managing Director

Dr Rabi Narayan Bastia

Non-Independent,

Non-Executive Director


Independent, Non-Executive Director



Roushan Arumugam


Tay Chin Kwang



32


> Corporate Inforation



HIBISCUS PETROLEUM BERHAD

(Malaysia)

Hibiscus OilfieldServices Limited

(Labuan)

Dahan Petroleum

Ltd

(British Virgin Island)

RAK North Offshore

Concession

Zubara Petroleum

Ltd


Masirah Oil

Ltd


Baqal Petroleum

Ltd


Gulf HibiscusLimited(Labuan)

Lime PetroleumLtd


Orient HibiscusSdn Bhd(Malaysia)

Oceania HibiscusSdn Bhd(Malaysia)

Sharjah

Concession

Block 50 Oman

Concession

RAK Onshore

Concession

59%

100%

100%

100% 100% 100% 100%

Lime PetroleumPLC

(Isle of Man)

35%

CarnarvonHibiscus Pty Ltd

(Australia)

100%

100% 64% 100%

100% 100% 100%


33


> Corporate Structure(As at 31 Jul 2012)

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34


Board of Directors



Standing, left to right,

Zainol Izzet bin mohaed Ishak



Managing Director

Zainul Rahi bin mohd Zain

Non-Independent, Non-Executive Chairman

Datin Sunita mei-Lin Rajakuar


Roushan Aruuga



Non-Independent, Non-Executive Director

Tay Chin Kwang



35


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Zainul Rahi bin mohd Zain , a

Malasian aged 59, was appointed to

the Board on 14 December 2010.

He graduated with a Bachelor o

Engineering, majoring in Mechanical

Engineering, rom the Universit o

Western Australia, Australia.

Zainul began his career at Shell

Malasia Exploration and Production

(SM-EP) in 1978 as a Wellsite PetroleumEngineer. He held various positions in

d r i l l i n g eng inee r ing , pe t ro leum

e n g i n e e r i n g , a n d i n o r m a t i o n

management & technolog in SM-EP

and during his two assignments in the

Netherlands. He was General Manager

o SM-EP’s Business Services (1997),

Technical Services (1999) and the

Sarawak Business Unit (2000), beore

being appointed as Deput Chairman

and Executive Director o Shell Malasia

in December 2001. In Jul 2003, he

double-hatted as Shell Asia Paciic

Region’s Transition Director, based in

Singapore. In November 2005, he was

appointed to the position o Chairman

o Shell companies in Egpt and

Managing Director o Shell Egpt N.V.,

beore retiring rom the Shell Group on

30 June 2008.

During his tenure as Deput Chairman

o Shell Malasia, he sat on the boards

o 12 companies, including ShellMalasia Ltd, Shell MDS Sdn Bhd,

Shell Trading Sdn Bhd, Sarawak Shell

Bhd, Sabah Shell Petroleum Compan

Ltd and CS Mutiara Sdn Bhd. He was

also Chairman, Director and member o

various NGOs, including the Societ o

Petroleum Engineers AsiaPac, Business

Council or Sustainable Development

Malasia, Petroleum Industr o

Malasia Mutual Aid Group, and

Malasian International Chamber o

Commerce and Industr. While in Egpt,

he chaired Shell Egpt’s Countr

Coordination Team and Shell Express

CNG, and sat on the boards o Shell

Egpt N.V., Shell Egpt Deepwater B.V.,

and Bapetco.

Zainul sat on the Supervisor Committee

o Sime Darb’s Energ & Utilities

Division or two ears till mid 2010.

He currentl sits on the boards o

UKM Hold ings Sdn Bhd, Bank

Pembangunan Malasia Bhd, PetronasCarigali Sdn Bhd, Camco International

Ltd, Camco South East Asia Ltd, and

CSEA Clean Energ Sdn Bhd.

Zainul had attended all six Board

meetings which were held in the

inancial ear ended 31 March 2012.

He is also a member o the Audit,

Nomina t ion and Remune ra t i on

Committees o the Compan.


36


> Profile of Board of Directors



Sector Projects and initiated the building

o the oil and gas services business o

the compan under the Sapura Energ

Sendirian Berhad (Sapura Energ)

banner. Between 1997 and 2001,

several service based businesses in the

oil and gas value chain were grown

organicall or acquired and b 2001,

the annual revenue o the oil and gas

service business o the Sapura Group

was in excess o RM100 million. In2003, the Sapura Group successull

acquired Crest Petroleum Berhad (Crest

Petroleum) and he became the Chie

Operating Oicer (COO) o SapuraCrest

Petroleum Bhd, an oil and gas services

public compan listed on the Main

Board o Bursa Malasia Securities

Berhad.

In 2008, Dr Kenneth became Managing

Director o Interlink Petroleum Ltd, an oil

and gas exploration and production

compan listed on the Mumbai Stock

Exchange (2009 to 2011). In 2009, he

was appointed to the board o STP Energ Pte Ltd, a privatel held Singaporean

compan with oshore oil and gas

exploration interests in New Zealand.

Dr Kenneth holds directorships in all o

Hibiscus Petroleum’s subsidiaries, Lime

Petroleum Plc and other various private

companies. In Jul 2012, he was

appointed Chairman o the board o

Lime Petroleum Plc.

Dr Kenneth is also currentl the

Chairman o the Development Committee

o the Malasian Hocke Conederation.

Dr Kenneth had attended all six Board

meetings in the inancial ear ended

31 March 2012.


Managing Director

Dr Kenneth Gerard Pereira, a Malasian

aged 54, has been the Managing

Director o Hibiscus Petroleum Berhad

since 13 September 2010. He holds a

Bachelor o Science (Honours) degree

in Engineering rom the Universit o

Bath, United Kingdom; a Masters in

Business Administration rom Cranield

Institute o Technolog, United Kingdom;

and a Doc to ra te i n Bus iness

Administration rom the Universit o South Australia, Australia. His doctorate

research topic was entitled “Start-up,

Survival and Growth Strategic Actions o

Initiall Small Oil and Gas Exploration

and Production Companies”.

Dr Kenneth has 24 ears’ experience in

the oil and gas industr, both in the

services, and exploration and production

sectors. He began his career with

Schlumberger Overseas S.A in 1983 as

a Field Service Engineer working in

Brunei, Thailand, France, Liba, Ital,

Norwa and Tunisia. In 1990, he joined

the Sapura Group, overseeing theservice o telecommunication products

and later, moved to the Group Corporate

Planning Department. In 1997, he was

appointed as Vice President o Energ


37


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Non-Independent, Non-Executive Director

Dr Rabi Narayan Bastia, an Indian

national, aged 53, was appointed to

the Board on 15 September 2010. Dr

Rabi holds a Bachelor o Science (1st

Class Honours) degree in Applied

Geolog rom the Indian Institute o

Technolog, Kharagpur, India; a Bachelor

o Science (1st Class Honours) degree

in Petroleum Exploration & Reservoir

Management rom the Norwegian

Technological Universit, Norwa; a PhDin Petroleum/Structural Geolog rom

the Indian Institute o Technolog,

Kharagpur, India and a Doctor o

Science degree in Petroleum Geolog

rom Indian School o Mines, Dhanbad,

(examined b Alberta Universit, Canada

and Oklahoma Universit in the USA).

Dr Rabi commenced work as a

geoscientist with the Oil and Natural

Gas Corporation (ONGC) in India and

has worked in dierent capacities and

at various locations during his 16 ears

with ONGC. In 1996, he started the

exploration and production (E&P)business in Reliance Industries Limited,

a member o the Reliance Group, India’s

largest private sector enterprise, and

his last position was as the Head o

the Exploration Management Team or

Reliance Industries Limited (Reliance).

The highlights o his career include the

gas discover o the Krishna-Godavari

basin in 2002, the Mahanadi Basin gas

discover in North East Coast o India

in 2003, and oil and gas discover in

the deep waters o the Cauver basin

in India in 2007. Ater heading the

exploration group o Reliance or more

than 16 ears, he has currentl taken

up some ver distinguished and

challenging international and domesticassignments. He is the global head o

exploration in Lime Petroleum Plc, a

compan incorporated in the Isle o

Man which has major operations in the

Middle-East and the North Sea. In

addition, he holds the Directorship in

Oil Field Instrumentation Pvt Ltd, India,

and is the President (E&P) in OilMax

Energ Pvt Ltd, India.

Dr Rabi was conerred the title o

“Padmashree” b the Government o

India in 2007, a title awarded b the

Government o India to Indian citizens to

recognise their distinguished contributionin various spheres o activit. Dr Rabi

was awarded the Leadership and

Excellence Award in E&P b Oceantex in

2010, the Inraline Service to Nation

Award in Energ Excellence in 2007, the

Ruchi Bharat Gaurav Samman b the

state o Orissa, India in 2007, the Gold

Medal during the AEG Conerence in

2006, the National Mineral Award or

signiicant contribution in the ield o

hdrocarbon exploration rom the

Geological Societ o India, Bangalore in

2003 and the young Scientist Award

rom the Indian National Science

Academ in 1990 or best scientiic

paper. He has been awarded the Top

100 Educators b IBC, Cambridge,United Kingdom in 2009 and conerred

the Who’s Who in the World b American

Continental Research in 2008. Dr Rabi

is a director o Snerg Oil & Gas

Consultanc Private Limited, a private

Indian compan. He is also a member o

numerous proessional institutions such

as the American Association o Petroleum

Geologists, Societ o Exploration

Geophsicists, International Geological

Congress, Societ o Petroleum

Engineers, Societ o Geoscientists and

Allied Technologist, Indian Geological

Congress, Societ o Petroleum

Geophsicists, Association o IndianPetroleum Geologists.

Dr Rabi had attended three o six Board

meetings which were held during the



38







Zainol Izzet bin mohaed Ishak, aMalasian aged 51, was appointed tothe Board on 13 September 2010. Heholds a Bachelor o Arts in ActuarialStudies rom Macquarie Universit,Sdne and a Masters in BusinessAdministration rom Cranield Instituteo Technolog, United Kingdom.

In his earl career, Izzet served inseveral local and international companies

including American Express, Seccolor(M) Industries, Kassim Chan & Co andHmans Robertson & Co, ConsultingActuaries, London.

Izzet joined the Sapura Group as GeneralManager o Corporate Planning in 1992.He was part o the team to establishSapura Digital Sdn Bhd, one o thepioneer operators o digital cellularoperators in the countr. In 1994, hebecame the CEO o Sapura Digital SdnBhd and was subsequentl appointed tolead Sapura Energ Group in 1997. Hewas appointed CEO o SapuraCrestPetroleum Bhd in Jul 2003 pursuant tothe acquisition o Crest Petroleum Berhad

b Sapura Energ rom Renong Berhad.

Izzet is currentl the Group ManagingDirector o Perisai Petroleum TeknologiBhd, a compan listed on the MainMarket o Bursa Malasia SecuritiesBerhad. He also holds directorship invarious private companies.

Izzet had attended all six Board meetingsor the inancial ear ended 31 March2012. He is also a member o theAudit, Nomination and RemunerationCommittees o the Compan.



Datin Sunita mei-Lin Rajakuar, aMalasian aged 44, was appointed tothe Board on 14 December 2010. Shegraduated with a Bachelor o Law(Honours) rom the Universit o Bristol,United Kingdom. She qualiied as aMember o the Institute o CharteredAccountants (England & Wales) in 1994.

Datin Sunita commenced work as anAssistant Manager at Ernst & young

(London) in 1990 under their Audit andInsolvenc Division. In 1994, she joinedRHB Sakura Merchant Bankers Berhad’sCorporate Finance Department.

Datin Sunita became a Consultant orMIMOS Berhad (MIMOS) in 2000 whereshe advised MIMOS on the structuringo a multi-million dollar venture capitalund ocused on oreign technolog-related portolio companies and thedocumentat ion required or theestablishment o the und. When theEncipta Limited venture capital undwas established in 2002, as a wholl owned subsidiar o MIMOS, hercompan, Artisan Encipta Ltd (Artisan

Encipta) was mandated to independentl manage the venture und or MIMOSuntil 2008.

Since 2005, she has also been theDirector and owner o Surprise VoiceSdn Bhd (Surprise Voice), the ExecutiveProducer o Malasia’s irst opera whichpremiered in March 2006.

Datin Sunita is presentl the Principaland Director at Artisan Encipta, aposition that she has held since 2002.It is now an organisation which providesconsulting services on monitoring andimp ro v i n g n a t i o n a l i n n o va t i o necosstems. Through Artisan Encipta,she was appointed an IndependentConsultant or the King Abdulaziz Cit or Science and Technolog, based inRiadh, Kingdom o Saudi Arabia.

Presentl, Datin Sunita serves as atrustee o the o l lowing chari t oundations: yaasan Seni, yaasanmNadi and Hai-O Foundation at Hai-OEnterprise Berhad. She is also thechairman o the audit committee atHai-O Enterprise Berhad.

Datin Sunita had attended all six Boardmeetings which were held in theinancial ear ended 31 March 2012.She is also a member o the Audit,Nomina t ion and Remune ra t i onCommittees o the Compan.


39


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Roushan Aruuga


Roushan Aruuga, a Malasian aged

40, is a corporate representative o a

major shareholder o Hibiscus Petroleum

comprising the combined interest o

Littleton Holdings Pte Ltd and Sri

Inderajaa Holdings Sdn Bhd. He holds

a MA in English Language and Literature

rom St. Catherine’s College, Oxord

Universit, United Kingdom; a Masters

in Business Administration (MBA) rom

Imperial College Business School,Imperial College, Universit o London,

United Kingdom; and a MA in Law rom

the Universit o Bristol, United Kingdom.

Roushan commenced work in 1995 as

an Internal Sstems Risk Management

Consultant at Price Waterhouse,

London. In 1997, he joined Caspian

Securities Limited as an Analst,

Emerging Markets Equit Research.

Ater completing an MBA, Roushan

joined Deutsche Bank A.G. London in

1999 as an Associate with i ts

Investment Banking Division. Later, in

2001, he became a Manager in DebtCapital Markets Division at Nomura

Advisor Services Sdn Bhd.

Since September 2005, Roushan has

been an Investment Consultant to the

Arumugam Famil Oice. He also

manages an investment vehicle,

Littleton Holdings Pte Ltd.

Currentl, Roushan serves as a board

member o South Pickenham Estate

Compan Limited, Pneumacare Limited

and Sri Inderajaa Holdings Sdn. Bhd.

He is also a Domus Fellow o St.

Catherine’s College, Universit o Oxord

and a Trustee o the East West Trust

at St. Catherine’s College.

Roushan was appointed to the Board

on 25 Jul 2011. He had attended allour Board meet ings s ince h is

appointment.

Tay Chin Kwang


Tay Chin Kwang, a Singaporean aged

46, was appointed to the Board on

14 June 2012. He is also a member o

the Audit Committee. He graduated with

a Bachelor o Accountanc rom the

National Universit o Singapore.

He is a Certiied Public Accountant and

is a ellow member o the Institute o

Cert i ied Publ ic Accountants o

Singapore. Chin Kwang currentl holdsthe position o Finance Director o Ezra

Holdings Limited, a leading oshore

contractor and provider o integrated

oshore solutions or the oil and gas

industr l isted on the Singapore

Exchange. He is also a director o

various companies in countries such as

Singapore, Thailand, Norwa and Nigeria.

Chin Kwang started his career with

Ernst & young in Singapore and

current l has over 22 ears o

experience in various accounting,

inance management and business

advisor unctions across a broadspectrum o industries. His wealth o

experience in corporate and business

structuring, merger and acquisition and

corporate inance has empowered him

to excel in leadership positions

throughout his career.

Other Inforation:

None o the Directors has

• AnyfamilyrelationshipwithanyDirector

and/or Major Shareholder o the

Compan.

• A ny c on fl ic t o f i nt er es t w it h t he

Compan.

• Anyconvictionforoffencesforthepast

10 ears other than traic oences.


40





Standing, left to right:

Elike mawuli, Head of Drilling

Azleen Rosey Ahad, General Manager – Corporate Finance

Dr Pascal Josephus Petronella Hos, Head of Petroleum Engineering

Ir mohd Iwan Jefry bin Abdul majid, Head of New Ventures

David Jayakuar Richards, Head of Geoscience

Christopher Russell Dyas, Head of Projects

Sittting, left to right:

Dr Kenneth Gerard Pereira, Managing Director

Joyce Theresa Sunita Vasudevan, Chief Financial Officer


41


> manageent Tea

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Managing Director

Please reer to page 37 o the Annual

Report.

Joyce Theresa Sunita Vasudevan

Chief Financial Officer

Joyce Theresa Sunita Vasudevan, a

Malasian aged 44, graduated with a

Bachelor o Economics, majoring in

Accounting, rom LaTrobe Universit,

Melbourne, Australia. She is a member

o the Australian Societ o Certiied

Pract ising Accountants and theMalasian Institute o Accountants.

She has more than 20 ears’ experience

in various areas o audit, corporate

inance and inance. She started her

career as an auditor with Ernst & young

in 1989 and ater almost 5 ears in

audit, Joce worked in the Corporate

Finance department at two investment

banks, Malasian International Merchant

Bankers Berhad in 1996 and RHB

Sakura Merchant Bankers Berhad rom

1997 to 2000. She was involved in

numerous projects or government-linked

companies and public listed companiesincluding acquisitions, initial public

oers, corporate restructurings, equit

issuances and valuation exercises.

In 2000, Joce joined Carlsberg Brewer

Malasia Berhad, where she headed

the Business Analsis & Planning

Department and was tasked with the

set-up o the new department to drive

business plans, ormulate sales,

marketing, production and competitive

business models to aid in management

dec is ions, eva luate p rospect ive

investments and develop a compan-

wide balanced scorecard sstem.

In 2006, she joined SapuraCrest

Petroleum Berhad, where she headed

the Strategic & Operations Planning

Unit o the Chie Operating Oicer’s

(COO) Oice, and was responsible or

the development o various sstems

including management reporting, project

monitoring, ke perormance indicators

and ke processes. She also assisted

the COO in driving a Group-wide

reorganisation o its operations.

Joce joined the Compan on 1 Januar

2011 and currentl sits on the boardso Hibiscus Upstream Sdn Bhd, Orient

Hibiscus Sdn Bhd, Oceania Hibiscus

Sdn Bhd, Hibiscus Oilield Services

Limi ted, Gu l H ib iscus L imi ted,

Carnarvon Hibiscus Pt Ltd, Lime

Petroleum Limited, Zubara Petroleum

Limited and Baqal Petroleum Limited.

Dr Pascal Josephus Petronella Hos

Head of Petroleum Engineering

Dr Pascal Josephus Petronella Hos, a

Dutch national aged 41, was appointed

as Head o Petroleum Engineering on14 Februar 2011. He graduated with a

Bache lo r o Sc ience degree in

Mechanical Engineering and a PhD in

Mechanical Engineering, rom Rice

Universit, Texas, USA.

Dr Pascal has more than 10 ears’

experience in reservoir engineering,

product ion technolog and rock

mechanics in major local and oreign

companies. He is also experienced in

project management, well and reservoir

management, reserves reporting, ield

development planning and project

execution.

Dr Pascal started his career in 1995 as

a Wireline Research Engineer in

Schlumberger Sugar Land Technolog

Center, Houston, Texas, USA where his

ke achievement was the development o

statistical data analsis sotware or a

new multi-phrase luid velocit wireline

logging tool. In 1996, he worked as a

PhD Researcher with the NASA Johnson

Space Center, USA, where he discovered

a orm o heat transer, which onl

occurs in zero gravit environments which

led to a redesign o the oxgen storage

tanks used on board the space shuttles.

In 2001, Dr Pascal joined Shell

International EP, Netherlands, as a

Reservoir Engineer/Research Project

Manager, where he was leading the

research, development and deploment

o an in-house ractured water injection

modelling tool. He also delivered

training or operating unit and technolog

center sta on basic rock and racture

mechanics, injection induced ormation

damage, use o modelling tools and

associated data gathering requirements.

In 2006, Dr Pascal joined Sarawak

Shell Berhad (SSB) as Senior Reservoir

Engineer under the Sabah Inboard

Reservoir Management team, where he

was in charge o reservoir management

or the Barton and St. Joseph ields.

His responsibilities included da-to-da

ield optimatisation through surveillance

planning, dnamic simulation and

analtical data analsis. In 2007, he

became the Subsurace team lead or

t h e B a r t o n W a t e r I n j e c t i o n

Redevelopment project o SSB which

involved the remote management o an

integrated team in Shell Technolog India in Bangalore. Dr Pascal was

responsible or delivering a stud rom

the easibilit stage through to the inal

approved ield development plan.

In 2007, he was appointed as the

regional expert or water looding and

water injection projects or Shell in

Asia-Paciic with the view to bringing

urther standardisation in water looding

developments and operational design

across the region.

In the ears between 2008 and 2010,

he had led various projects or SSB,namel the St. Joseph Redevelopment

project as the Subsurace team lead or

the execution phase, where he

implemented complex oshore water

looding into a brownield setting. He

led a team through the drilling o 5 inill

producers and 6 horizontal smart water

injectors. He delivered an additional two

inill projects, one appraisal well and

general Well and Reservoir Management

o the ield.

In 2009, Dr Pascal took on the role o

Water Flood Manager where he was

accountable or the development,planning, execution and start-up o water

lood projects in St Joseph and Barton

project and the planning o the Gumusut-

Kakap and Malikai projects in Malasia.

There, he managed the interaces

between subsurace, engineering, drilling,

operations, maintenance, subsea and

developed in-house expertise in the ield

o water looding.

Dr Pascal sits on the boards o Dahan

Petroleum Limited and Masirah Oil

Limited.


42


> Profile of manageent Tea



Ir mohd Iwan Jefry bin Abdul majid

Head of New Ventures

Ir mohd Iwan Jefry bin Abdul majid, a

Malasian aged 41, is the Head o

New Ventures. He is a Petroleum

Engineer with 20 ears o experience

in the oil and gas exploration and

production industr. He obtained his

Bachelor’s degree in Petroleum and

Na tu ra l Gas Eng inee r ing rom

Pennslvania State Universit, USA and

a Master degree in Petroleum

Engineering rom Imperial College o

London, United Kingdom.

Ir Mohd Iwan began his career withPetronas Carigali Sdn Bhd rom 1992

to 2000. From 1992 to 1993, he was

involved in various ield development

projects and oshore well testing

operations. In 1996, he was assigned

as the Reservoir Engineer or the

Dulang Field Phase 2 Development

Project located oshore in Peninsular

Malasia. In 1997, he was part o a

special task orce to turn around the

Dai Hung oilield in Vietnam. Later in

1997, he was appointed the Team

Leader to undertake the Heglig Field

Development Stud project in Sudan.

In 1998, he was assigned to the Joint

Venture Department, managing PSC

(Production Sharing Contract) blocks

operated b Exxon Mobil Corporation in

Peninsular Malasia.

In 2001, he joined Talisman Energ

(Malasia) Limited as the Reservoir

Engineer involved in the PM3 and

PM305 exploration and production

enhancement activities. Later in 2002,

he joined Petroleum Development

Oman where he was a member o an

integrated multidisciplinar reservoir

management team or the heav oil

development in South Oman.

In 2005, Ir Mohd Iwan jo ined

Schlumberger Overseas S.A. in Jakarta

as the Subsurace Consulting Manager

where he was responsible or the

subsur ace consu l t ing serv ices

business in Indonesia, serving major

clients such as Chevron Corporation,

Total SA, ConocoPhillips Compan,

Inpex Corporation, Eni S.p.A, PT Medco

Energi Internasional Tbk and PT.

Pertamina (Persero). In 2008 to 2009,he became the Subsurace Consulting

Manager or Schlumberger Overseas

S.A. in Kuala Lumpur and managed

the petroleum engineering and

geosciences consultanc business or

the East Asia Geomarket which

provided services to national oil

companies such Petronas, PTT

Exploration and Production Public

Limited Compan and Petrovietnam

Exploration & Production.

His past engagements in Petronas

Carigali Sdn Bhd, Talisman Energ

(Ma la s ia ) L im i ted , Pe t ro leumDevelopment Oman and Schlumberger

Overseas S.A. took him beond the

Malasian shores to South East Asia,

Middle East and North Arica. He has

an extensive business network within

the upstream oil and gas industr,

domesticall and regionall.

Ir Mohd Iwan has been with the

Compan since 1 Januar 2011.

David Jayakuar Richards

Head of Geoscience

David Jayakuar Richards, a Malasian

aged 48, graduated with a B.Sc

(Honors 2nd Class Upper) in Earth

Science rom Universiti Kebangsaan

Malasia (National Universit o

Malasia).

David has 23 ears o experience as a

pet ro leum geosc ient ist in the

exploration, development, production

and planning phases o the oil and gas

industr (15 ears with a major

operating compan and 8 ears with

small operating companies). He started

work as a geologist in 1989 with Sun

Oil Far East Malasia Incorporated

perorming acreage evaluations in Pearl

River (China), Taranaki (New Zealand),

Potwar (Pakistan), Godavari (India) and

Thai Basins beore moving to Exxon

Mobil Exploration & Production Malasia

Incorporated where he worked or 15

ears in the exploration, development,

production and planning segments.

From 2006 to 2010, he was involved

in the exploration and development o

gas resources or Carigali -HessOperating Compan Sdn Bhd in the

jointl operated area between Malasia

and Thailand. His previous position

prior to joining Hibiscus Petroleum

Berhad was as Senior Geologist with

N e w i e l d S a r a w a k M a l a s i a

Incorporated.

He has been involved in providing

planning, mapping, geo-modelling,

resource/reserve assessments,

geologic risk evaluation, seismic

interpretation and evaluation, and

operations monitoring o drilling and

completion o ield operations. Inaddition, he also has experience in

integrating evaluations o various

seismic data in combination with

sequence stratigraph, ault analsis,

reservoir pressure, RFT/MDT sample

and petrophsics in geoscientiic

interpretation.

David joined the Compan on 5 October

2011 and he sits on the Board o

Carnarvon Hibiscus Pt Ltd.

Christopher Russell Dyas

Head of Projects

Christopher Russell Dyas, a British

national, aged 53, is the Head o

Projects. He graduated with an MSc in

Thermal Power rom Cranield Institute

o Technolog, United Kingdom and

Master in Business Administration

(MBA) at the Cranield School o

Management.

Chris has 29 ears o experience in

E&P engineering and projects. He also

has contractual and inancial experience

with skills in assessing companies and

projects, and developing business

plans.

Chris started his career in 1983 with

Cooper Energ Services (now a

subsidiar o Rolls-Roce) heading the

Testing Department, testing industrial

gas turbines and gas compression

equipment primaril or the oil and gas

industr. He was responsible or the

i n - h o u s e c o m m i s s i o n i n g a n d

perormance testing o turbo-machiner


43


ABOUT

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DIRECT

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units. He headed a team o engineers

and technicians including actor QA/QCpersonnel. He also undertook the build

o turbo-machiner units in Norwa and

carried out on-site client training.

In 1986, he joined Marathon Oil (UK)

Ltd as a Maintenance and Rotating

Equipment Engineer, responsible or

various oshore acilities sstems and

spent t ime oshore during the

commissioning and initial production on

the Brae B platorm where he was

responsible or identiing sstem

problems in the earl stages, and

implementing solutions prior to ull

production.

Ater completing an MBA in 1990, he

jo ined At lant ic Powe r and Gas in

Aberdeen, Scotland and was at the

oreront o risk – reward based

contracting in the oshore oil and gas

services sector.

In 1994, he joined the Gas Turbine

Division o Wood Group in Aberdeen,

Scotland as Business Development and

Marketing Manager. He was the ocal

point within the division in the bidding

o onshore and oshore maintenance

contracts or the group and plaed the

lead role in developing new concepts o

risk based contracts or turbo-machiner.

He was instrumental in opening up new

business in Asia where he championed

long-term service contracting or oil, gas

and power production clients. As

Marketing Manager, he initiated a review

o market activities o all division

companies leading to a step change in

market approach and raising the proile

and awareness o the compan

internationall.

In 2000, he moved to Kuala Lumpur,

Malasia as General Manager or the

Asia-Paciic region heading a business

development team in gas turbine services.

In 2002, he joined SapuraCrest

Petroleum Berhad as Project Director/

General Manager, where he was

engaged in the bidding and execution o

several brownield and greenield

projects related to oil and gas services,

and led a project in India or the

reurbishment o oshore platorms.

Chris assumed his current position in

the Compan since 1 Januar 2012.

Elike mawuli

Head of Drilling

Elike mawuli, a dual Australian and

Ghanaian citizen, aged 33, graduated

with a Bachelor o Engineering

(Mechatronics) and a Master in

Engineering Management, both rom

Queensland Universit o Technolog,

Australia. He is also a member o the

Institute o Engineers Australia and the

Project Management Institute.

Elike has over ten ears’ experience in

the oil and gas sector, in both onshore

and oshore drilling, well design and

well servicing operations, and has

worked in various operating environments

in Papua New Guinea, Australia,

Indonesia, and East Timor. Whilst

working in Papua New Guinea, he was

exposed to high cost land wells in

extremel remote hel i -supported

locations. In Australia, he has worked on

exploration and appraisal wells in the

Bowen, Surat, Browse, Bonaparte and

Cooper-Eromanga basins. In Indonesia,

he was involved in exploration activities

in East Java while in East Timor, he was

involved in planning deepwater wells in

the Timor Leste Exclusive Area (TLEA).

Elike has both conventional and non-

conventional oil and gas experience,

and has provided consultanc services

on the use o drilling technologies to

other industries, mainl the coal industr

in Queensland and New South Wales.

Elike has worked or both small and

large operators, and on a number o

new start-up operations where he set

up the sstems required to ensure cost

eective and eicient commencement

o operations. Companies he has

worked or in the past include Santos

Limited, InterOil Corporation, Upstream

Petroleum, Oil Search Limited, Eni

Australia Limited, and Talisman Energ.

Elike joined the Group on 1 Januar

2012.

Azleen Rosey Ahad

General Manager, Corporate Finance

Azleen Rosey Ahad, a Malasian

aged 43, holds a Bachelors o Science

in Actuarial Science and Finance rom

the Wharton Business School, Universit

o Pennslvania, USA, and holds a

Master in Business Administration rom

the Universit o Nottingham.

She has 20 ears’ experience in various

areas o corporate inance, inance and

general management. She began her

career as a management consultant

with PriceWaterhouseCoopers in 1992

beore joining the Corporate FinanceDepartment o RHB Sakura Merchant

Bankers Berhad in 1995. During her

career as management consultant and

corporate adviser, she was involved in

numerous projects or government

agencies and public listed companies

including privatisation exercises, local

and oreign mergers and acquisition

exercises, valuation exercises, initial

public oerings, rights issues and

mandator general oers or both local

and oreign companies.

In 2001, she assumed the post o

Finance & Administration Manager o

RCM Engineering & Services Sdn Bhd.

Six ears later, she joined SapuraCrest

Petroleum Berhad (SapuraCrest) in the

Strategic & Operations Planning Unit,

where she was part o the team to

implement the operational reorganisation

o SapuraCrest Group’s Oshore

Construction business, to develop &

monitor the inancial perormance

indicators o the business units and to

develop & monitor the ke perormance

indicators o Directors/Heads o the

business units. She also led the team

or the cost optimisation exercise o the

SapuraCrest Group.

Azleen joined the Compan on 15

Februar 2012.


44


> Profile of manageent Tea



The Board of Directors isentrusted with the

responsibility of safeguarding

the Group’s resources in the

interests of its shareholders

by exercising due and

reasonable care.

The Board recognises that

its primary role is to protect

and promote the interests of

its shareholders, with the

overriding objective of

enhancing the long term

value of the Group. In this

regard, the Board remains

focused and committed to

maintaining high standards

of corporate governance

whilst ensuring that the

appropriate management of risks is undertaken by

leveraging on Management’s

knowledge and experience.

As a Special Purpose Acquisition Compan (SPAC) during the

inancial ear ended 31 March 2012, the Group was

compliant with the requirements and principles o corporate

governance documented in:

● Paragraph 15.25 o Bursa Malasia Securities Berhad’s

(Bursa Securities) Main Market Listing Requirements

(MMLR)● Malasian Code o Corporate Governance 2007

Board and Board Coittees

1. Principal Responsibilities of the Board

The Board unctions on the principle that all signiicant

and material matters are addressed b the Board as it

is accountable under the law or the Group’s activities,

strateg and inancial perormance. The Board plas an

active role in reviewing and adopting the strategic

business plans or the Group, b ensuring that the

strategies proposed b the Management are discussed

at length and criticall examined b the Directors, who

are provided with suicient inormation to enable their

discharge o duties with reasonable care, skill and

diligence.

The Board also serves as a panel to provide eective

oversight on the assessment o principal risks and the

appropriate sstems to manage these risks, as well as

reviewing the adequac and integrit o the Group’s

internal control sstems to saeguard shareholders’

investments and the Group’s assets.

In addition, the Group’s business perormance and

results are reviewed periodicall b the Board via

reports received rom the Management. More

importantl, the Board ensures that Senior Management

positions within the Group are illed b emploees who

subscribe to the highest standards o ethics and

corporate behaviour.


45


> Stateent Of Corporate Governance

ABOUT

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2. Coposition of the Board

The Board currentl comprises seven Directors includingour Independent Non-Executive Directors who have

been selected based on their calibre, extensive

experience and expertise in a diverse range o sectors,

as well as their abilit to add strength to the stewardship

o the Group. Five o the seven Directors also possess

signiicant exposure to the oil and gas industr.

All Directors will submit themselves or re-election at

least ever 3 ears at a shareholders’ meeting.

The Board has established the role o the Chairman as

separate and distinct rom the role o the Managing

Director to ensure an eective balance o authorit and

accountabilit. The Chairman’s main responsibilit is to

provide overall leadership to the Board while the

Managing Director is responsible or ensuring that the

Group’s corporate and business objectives are achieved.

The proile o each Director is presented in the Board

o Directors’ proile on pages 36 to 40 o this Annual

Report.

To complement its skills and knowledge, the Board has

the right to seek independent proessional advice on

matters relating to the ulilment o its roles and

responsibilities. The costs o procuring such services

are borne b the Group.

During deliberations at Board meetings, an Directorwho is aced with conlict o duties or conlict o

interests, must declare the conlict, and rerain rom

participating in the discussion o such papers. During

the inancial ear under review which ended on

31 March 2012, there were no arising situations o

conlict o duties or interests.

For the inancial ear under review, the Board is satisied

with the existing number and composition o its Directors

and is o the view that its members have the necessar

mix o skills, knowledge and experience to enable the

Board to discharge its duties in an eective and

competent manner in addition to providing balance and

independence to the Board.

3. Board meetings and Supply of Inforation

Under the terms o reerence adopted b the Board, the

Board was to hold a minimum o three Board meetings

during the inancial ear under review. However, in view

o the number o ke matters to be discussed which

required the Board’s deliberation, an additional three

meetings were called. Almost all the Directors had

attended all Board meetings held.

The details o the attendance o the Directors during

the inancial ear under review are as ollows:

Nae of Director Attendance

Zainul Rahim bin Mohd Zain 6/6

Dr Kenneth Gerard Pereira 6/6

Dr Rabi Naraan Bastia 3/6

Zainol Izzet bin Mohamed Ishak 6/6

Datin Sunita Mei-Lin Rajakumar 6/6

Roushan Arumugam* 4/4

Ta Chin Kwang** 0/0

* Appointed on 25 Jul 2011** Appointed on 14 June 2012

Each Director is provided a cop o the meeting agenda,

together with the set o Board papers to be deliberated,

several das prior to the Board meeting, to acilitate

inormed decision making. The Board papers contain

pertinent quantitative and qualitative inormation, to

enable the Directors to substantivel assess the subject

matter at hand prior to attending the Board meeting or

urther discussions and eventual decision making.

The Chairman presides at all meetings o Directors.

The Managing Director leads the presentation o the

Board papers and provides comprehensive and concise

explanations on material actors. All decisions made at

Board meetings are through a simple majorit.

All proceedings o the Board meetings are minuted and

circulated to all Directors or their perusal prior to the

conirmation o minutes. Upon conirmation, the minutes

o meeting are signed b the Chairman o the meeting

in accordance with the provisions o the Companies Act

1965. Minutes o the Board meeting which include the

decisions made at the Board meeting and the

resolutions passed, are properl maintained b the

Compan Secretar.

The Board has access to the emploees o the Group as

well as unrestricted and immediate access to all

inormation relating to the Group’s business aairs, or

the eicient discharge o its duties and responsibilities.Full access is also provided to the services o the

Compan Secretar. In addition, the Board is at libert to

engage other proessional services at the Group’s

expense at reasonable cost, and ma even invite external

parties with relevant experience to attend the Board

meetings, i required, and to brie the Board thereo.

The Board also has direct communication channels with

the external auditors o the Group.


46





The above suppl o inormation demonstrates that the

Board is ull aware o, and acts on, an matters ordecision to ensure proper direction and control o the

Group. The Group’s Limits o Authorit clearl establish

the authorit o the Board and the Management or

eective governance.

4. Training and Developent of Directors

In compliance with Bursa Securities’ MMLR, the

Directors are mindul that the are required to attend

suitable training programmes to keep abreast with the

current developments o the industr as well as the

applicable statutor and regulator requirements.

Ever new Director has attended the Mandatory

Accreditation Programme (MAP) within our months o

the Compan’s listing or date o appointment, and

procured a certiicate rom the programme organiser.

The Directors had also individuall attended several

training courses to strengthen their particular skill sets

and knowledge in order to eectivel discharge their

duties.

The collective set o courses attended b the Board (on

individual member basis) include the ollowing:

● SEAPEX Exploration Conference, a widel recognised

premium petroleum upstream event in Southeast Asia,

which serves as a orum or high qualit technical

presentations relevant to Southeast Asia and

petroleum geolog courses, and provides excellentnetworking opportunities to meet and discuss business

opportunities with colleagues and peers.

● The Corporate Governance and Boardroom Issues in

Challenging Times, and Governance and Risk Management Practices for the Financial Markets in

the 21st Century , which cover the duties and

responsibilities o Directors in challenging times.

● Corporate Governance week organised b the

Securities Commission, which addressed topics

such as shareholders’ rights, and the next corporate

governance agenda or Asia.

● New Corporate Governance Blueprint and Regulatory

Update Seminar held in December last ear, which

highlighted the need or compliance to the blueprint.

● Advocacy Sessions on Disclosure for CEOs and CFOs

organised b Bursa Securities earlier this ear which

ocused on the importance o transparenc anddisclosure.

● Detecting Red Flags in Creative Accounting to better

identi the ke risk areas o potential misstatements

in the inancial statements, as well as to better

adopt a prudent approach in interpreting inancial

statements.

● Innovate or Die: Strategies in Rapidly Changing

Market and the Asean -China Symposium 2011,

which emphasised the need to keep up-to-date with

the current developments in the market.

● Creating Cross Border Champions, to acilitate

understanding o national and organisational cultural

dierences in order to build long-term relationshipswith international partners and negotiate more

eectivel.

● Introduction to Exploration Petroleum Geology which

described the basic elements required or a working

petroleum sstem, how the data required or

assessment o each o these elements is acquired,

how volumes o leads and prospects are calculated

and how each o the elements is assigned a

probabilit o success to calculate an overall

geological chance o success or making an

exploration discover.


47


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5. New Appointent or Re-election of Directors

In line with the Malasian Code o CorporateGovernance, the Nomination Committee consists

entirel o Non-Executive Directors, two o whom are

also Independent Directors.

The members o the Nomination Committee are Zainol

Izzet bin Mohamed Ishak (Chairman), Zainul Rahim bin

Mohd Zain and Datin Sunita Mei-Lin Rajakumar.

The Nomination Committee appraises the nominees or

Directorship, Board Committee membership and

candidates or Senior Management recommended b

Managing Director, b evaluating the candidate’s skills,

knowledge, expertise, experience, proessionalism and

integrit. Other actors considered include the desirable

balance o skill sets available amongst the current

board members, as well as the current Group structure

and requirements.

Upon the completion o their appraisal, recommendations

are submitted to the Board or a inal decision.

The Nomination Committee is also tasked with

conducting an annual review o the perormance o the

Board as a whole and each individual Director. Based

on their recommendation, the Board is then responsible

to decide whether to table the proposed re-election o

a Director at the next annual general meeting,

notwithstanding that speciic Directors are required to

retire b rotation at the meeting.

In accordance with the Articles o Association o the

Compan, at least one-third o the Directors shall retire

b rotation at each Annual General Meeting once ever

three ears but shall be eligible or re-election.

6. Directors’ Reuneration

In conducting its annual appraisal, the Nomination

Committee is to provide its indings to the Remuneration

Committee or their annual evaluation o the overall

remuneration polic or Directors and Senior

Management. The Remuneration Committee is to then

submit its recommendations o the appropriate

remuneration package or adjustment to the package o

Executive Director(s) and Senior Management to theBoard or approval. The compensation package or Non-

Executive Directors is decided b the Board as a whole.

In compliance with the Malasian Code o Corporate

Governance, the Remuneration Committee wholl

comprises Non-Executive Directors. The Remuneration

Committee members are the same as the Nomination

Committee members, namel Zainul Rahim bin Mohd

Zain (Chairman), Zainol Izzet bin Mohamed Ishak and

Datin Sunita Mei-Lin Rajakumar.

The Remuneration Committee and the Board remain

supportive o the Group’s corporate objectives and isaligned with the interest o shareholders, while taking

into account the necessit o ensuring the attractiveness

o the remuneration packages to attract and retain

individuals o high calibre within the Group.

Further details o the Directors’ remuneration and ees

(including beneits in-kind) or the inancial ear ended

31 March 2012 are as disclosed in Note 20 o the

Financial Report section on page 93 o this Annual

Report.

Coittees Established by the Board

Several Board Committees have been established to assistthe Board in discharging its duties. Each committee operates

under their respective terms o reerence.

The unctions and terms o reerence o Board Committees,

as well as authorit delegated b the Board to these

committees, are reviewed rom time to time to ensure that

the are relevant and up-to-date.

These committees have the authorit to examine particular

issues and report to the Board their recommendations. The

ultimate responsibilit or the inal decision on most matters

lies with the entire Board.

● Audit Coittee

The Audit Committee consists exclusivel o Non-Executive Directors, the majorit o whom are Independent

Directors.

The duties and responsibilities o the Audit Committee

include the review o the interim and ull ear inancial

statements, and adequac o the internal inancial

controls in place within the Group. Further obligations o

the Audit Committee are contained in the Terms o

Reerence o the Audit Committee as set out under the

Audit Committee Report on pages 52 to 53 o this

Annual Report.

Details o attendance o members at Audit Committee

meetings held during the inancial ear ended 31 March

2012 are set out under the Audit Committee Report on

page 51 o this Annual Report.


48





● Noination Coittee

The ke responsibilities o Nomination Committee are

outlined in Section 5 above.

The attendance o members at the Nomination Committee

meeting held during the inancial ear ended 31 March

2012, is relected below:

Nae of Director Attendance


(Chairman)

1/1

Zainul Rahim bin Mohd Zain 1/1

Datin Sunita Mei-Lin Rajakumar 1/1

The Nomination Committee has met once during the

inancial ear, and is in compliance with its Terms o

Reerence with regard to the minimum number o

meeting times.

● Reuneration Coittee

The ke responsibilities o the Remuneration Committee

are outlined in Section 6 above.

As the Qualiing Acquisition o the Compan was onl

completed on 18 April 2012, ater the conclusion o the

inancial ear, the Remuneration Committee did not hold

an meetings as it had alread been agreed that prior

to the completion o the Qualiing Acquisition, the

Executive Director and Senior Management Team would

not receive an increments or perormance incentives.

Accountability and Audit

1. Financial Reporting

It is the Board’s objective to present a balanced and

understandable assessment o the Group’s position

and prospects. This aim also applies to other price

sensitive reports prepared. The Directors’ responsibilit

statement is enclosed on page 57 o this Annual

Report.

2. Internal Control

A sound sstem o internal controls is maintained and

implemented b the Group to saeguard shareholders’investment and the Group’s assets. The Board is

cognisant o the importance o such controls, as

urther elaborated under the Statement o Internal

Control b the Directors on pages 54 to 55 o this

Annual Report.

3. Relationship with the Auditors

The external auditors, Messrs Crowe Horwath, havecontinued to report to members o the Compan on their

audit opinion which are included as part o the Group’s

inancial reports with respect to their audit on the

inancial ear’s statutor inancial statements. In doing

so, the Group has established a transparent arrangement

with the auditors to meet the auditors’ proessional

requirements. From time to time, the auditors ma

highlight to the Audit Committee and the Board on

matters that require the Board’s attention. The report b

the Audit Committee on the review o the audit reports

is enclosed at pages 51 and 53 o this Annual Report.

Messrs Crowe Horwath has expressed their intention

not to seek re-election as external auditors o the

Compan and the resolution or the appointment o the

new external auditors will be tabled at the orthcoming

Annual General Meeting or the ear ended 31 March

2012.

Crowe Horwath advised that “The Group’s major

contributor in terms o results and assets in the next

inancial ear will be the Lime Petroleum Plc Group with

most o its operations located in the Middle East

Region. This group is presentl audited b another irm

o auditors. Our irm’s policies require us to audit the

subsidiaries or companies which contribute signiicantl

to the results or assets o the group when we sign o

the group inancial statements.

However, as our ailiate irms do not presentl have

the required resources to perorm the audit o the Lime

Petroleum Plc Group, we wish to advise that we will

not seek re-appointment as the auditors o the

Compan at the orthcoming Annual General Meeting

when our term ends.”

Relationships with Shareholders

1. Engageent with Shareholders

The Group is ull committed to observing the principles

o corporate governance in maintaining transparenc

and accountabilit to all stakeholders. This commitment

is maniested b the air disclosure practice observedGroup-wide to provide clear, comprehensive and timel

inormation to all stakeholders via a medium which is

readil accessible to all (such as Bursa LINK and the

corporate website www.hibiscuspetroleum.com).

In the strict observance with the disclosure requirements

o Bursa Securities, announcements are made via

Bursa LINK, together with the release o the hal earl

reports and Annual Report.


49


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During the Initial Public Oering (IPO) process, the

Management had held numerous brieings to institutionalinvestors, analsts, und managers, remisiers and high

net-worth individuals in its eorts to educate the

investing communit on new structures/niche sectors

such as the SPAC structure and the E&P industr, both

o which were new in Malasia. Fact sheets on SPACs

and the E&P industr were also distributed during the

brieings, and posted on the Group’s corporate website.

For the Qualiing Acquisition exercise, a comprehensive

circular with ull details o the transaction was issued

to shareholders. Being cognisant o the complexit o

the Qualiing Acquisition transaction and the E&P

industr, the Board and the Management had arranged

a video presentation which sets out the ke acts o

the transaction in graphic and simple terms to acilitatethe understanding o the shareholders. The video has

been uploaded on the corporate website.

In addition, the Management engaged with the media

to urther explain the SPAC structure as well as the

E&P industr in a bid to disseminate additional

inormation to a wider audience.

The Group’s website (www.hibiscuspetroleum.com) also

serves as an avenue or the public and the investing

communit to have access to inormation such as the

corporate proile, updates on the strategic, operational

and corporate developments, announcements and

press releases, as well as contact details o a member

o Management who is available or providing responses

to an clariication sought. The Board has designated

the Chie Financial Oicer as the person to whom

concerns rom the shareholders and/or queries rom

the public can be conveed. The Chie Financial Oicer

ma be contacted at [email protected].

Under all circumstances, the Group upholds the strictest

standards o conidentialit with regards to undisclosed

material inormation and continuall observes the

dissemination o inormation to shareholders and the

general public in a timel and air manner.

2. Extraordinary General meeting (EGm)

The Compan held an EGM on 21 March 2012 with themain objective o addressing shareholder queries in

respect o the Qualiing Acquisition in order to seek

shareholder approval to proceed with the Qualiing

Acquisition.

At the EGM, prior to obtaining shareholders’ approval

in excess o 99% in avour o the Qualiing Acquisition

(as veriied b the Independent Scrutineers), the

Chairman and Managing Director also responded to

queries b the shareholders on the uture plans o the

Group post-Qualiing Acquisition.

The Board generall welcomes shareholder engagement

as it provides an opportunit to assess market

expectations and more signiicantl, is an eective

method o educating our shareholders o the technical

complexities and risks o the industr sector in which

we operate.

This Statement is made in accordance with the

resolution o the Board o Directors dated 27 August

2012.


50





From left to right:



Tay Chin Kwang






The Audit Committee o Hibiscus Petroleum Berhad (Hibiscus Petroleum or the Compan) is pleased to present their Audit

Committee Report or the inancial ear ended 31 March 2012 in compliance with paragraph 15.15 o Main Market Listing

Requirements (MMLR) o Bursa Malasia Securities Berhad (Bursa Securities).

Coposition Of Audit Coittee And Attendance

The Audit Committee was ormed b the Board pursuant to its meeting on 26 Februar 2011. The attendance o members

at the Audit Committee meetings held during the inancial ear ended 31 March 2012, is relected below:

Nae Designation Directorship

Attendance at

Coittee meetings

Datin Sunita Mei-Lin Rajakumar Chairperson Independent Non-Executive Director 2/2

Zainul Rahim bin Mohd Zain Member Non-Independent Non-Executive Director

(Chairman)

2/2

Zainol Izzet bin Mohamed Ishak Member Independent Non-Executive Director 2/2

Ta Chin Kwang* Member Independent Non-Executive Director 0/0

* Appointed on 14 June 2012


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> Audit Coittee Report

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Ters Of Reference

The Audit Committee is governed b the Terms o Reerence,

an extract o which is stated below.

1.0 Objectives

The Audit Committee shall assist the Board in:

(a) compling with speciied accounting standards and

required disclosure as administered b Bursa

Securities, relevant accounting standards bodies,

and an other laws and regulations as amended

rom time to time;

(b) presenti ng a balanced and comprehen sible

assessment o the Compan’s position and

prospects;

(c) establishing a ormal and transparent structure ormaintaining an appropriate relationship with the

Compan’s auditors; and

(d) maintaining a sound sstem o internal controls to

saeguard shareholders’ investments and the

Compan’s assets.

2.0 Powers

In carring out its duties and responsibilities, the Audit

Committee shall have the ollowing rights:

(a) the explicit authorit to investigate an matter

within its Terms o Reerence;

(b) access to the resources which are required to

perorm its duties;

(c) ull, ree and unrestri cted access to an

inormation, records, properties and personnel o

the Compan;

(d) direct communication channels with the external

and internal auditors;

(e) abilit to obtain independent proessional or other

advice, and to invite external parties with relevant

experience to attend the Audit Committee

meetings, i required, and to brie the Audit

Committee thereo;

() abilit to convene meetings with external and

internal auditors, or both, whenever deemed

necessar, excluding the attendance o other

Directors and emploees o the Compan;

(g) promptl report to Bursa Securities where a matter

reported b the Audit Committee to the Board has

not been satisactoril resolved resulting in a

breach o the MMLR; and

(h) the attendance o an particular Audit Committee

meeting b other Directors and emploees o the

Compan shall be at the Audit Committee’s

invitation and discretion, and speciic to that

relevant meeting onl.

3.0 Duties And Responsibilities

External Audit

(a) Nominate and recommend the external auditors

or appointment, to consider the adequac o

experience, resources, audit ee and an issue

regarding resignation or dismissal o the external

auditors;

(b) Review with the external auditors, the nature,

scope and plan o the audit beore the audit

commences and report the same to the Board;

(c) Ensure co-ordination i more than one audit irm is

involved in the audit;

(d) Review with the external auditors, their audit

report and report the same to the Board;

(e) Review with the external auditors, their evaluation

o the sstem o internal controls and report the

same to the Board;

() Review the assistance given b the emploees o

the Compan to the external auditors and report

the same to the Board;

(g) Review an letter o resignation rom the external

auditors and report the same to the Board;

(h) Review whether there is reason, supported b

grounds, to believe that the external auditors are

not suitable or reappointment and report the

same to the Board;

(i) Discuss problems and reservations , i an,

arising rom the interim and inal audits, and an matter which the external auditors wishes to

discuss in the absence o the Management, where

necessar; and

(j) Discuss and review the external auditor’s

management letter and management response.

Internal Audit

(a) Review and report the same to the Board on the

adequac o the scope, unctions and resources o

the internal audit unction, and that it has the

necessar authorit to carr out its work;

(b) Review and report the same to the Board on the

internal audit programme, processes, the results

o the internal audit programme, processes orinvestigation undertaken, and whether or not

appropriate action is taken on the recommendations

o the internal audit unction;

(c) Ensure that appropriate action is taken on the

recommendations o the internal auditors, where

necessar;

(d) Review the assistance and co-operation given b

the emploees o the Compan to the internal

auditors;

(e) Review an appraisal or assessment o the

perormance o the internal auditors;


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> Audit Coittee Report



() Approve an appointment or termination o the

internal auditors; and

(g) Inorm itsel o the resignation o internal auditors

and request the resigning irm to submit its

reasons or resigning.

Risk Assessent

During the risk assessment process, the ollowing shall

be considered:

(a) Principal risks and the process o identiication,

evaluation and management o the principal risks;

(b) Eectiveness o internal control sstems deploed

b the Management to address those risks;

(c) Corrective measures undertaken to remed ailings

and/or weaknesses;

(d) Further requirement or extensive monitoring;

(e) Abilit o the Compan to meet changes in

signiicant risks and respond to constant changes

to the business and/or external environment;

() Scope and qualit o the Management’s ongoing

monitoring o risks and the work o internal audit,

and other assurance service providers on the

robustness o the risk management process;

(g) Communication and monitoring o risk assessment

results to the Board; and

(h) Actual and potential impact o an ailing or

weakness, particularl those related to inancial

perormance or conditions aecting the Compan.

Others

(a) Prior to the approval o the Board, review the

quarterl and ear-end inancial statements and

report the same to the Board, ocusing particularl

on:

i. an major changes in accounting policies and

practices;

ii. signiicant and unusual events;

iii. the going concern assumption; and

iv. compliance with accounting standards and

other statutor requirements.

(b) Review an related part transactions and conlict o

interest situation that ma arise within the Compan

including an transaction, procedure or course o conduct that raises questions o management

integrit and report the same to the Board;

(c) Discuss and review the major indings o an

internal investigations and the Management’s

response;

(d) Review the statement with regard to the state o

internal controls o the Compan and report the

same to the Board;

(e) Oversee the Compan’s internal control structure

to ensure operational eectiveness and eicienc,reduce risk o inaccurate inancial reporting,

protect the Compan’s assets rom misappropriation

and encourage legal and regulator compliance;

() Submit recommendations, where necessar, to the

Board or approval;

(g) Perorm an other work that it is required or

empowered to do b statutor legislation or

guidelines as prepared b the relevant government

authorities; and

(h) Consider other topics as deined b the Board.

Suary Of The Audit Coittee Activities For

The Financial Year Ended 31 march 2012

During the inancial ear ended 31 March 2012, the ollowing

activities were carried out:-

(a) Reviewed the audited inancial report or the inancial

ear ended 31 March 2011 o the Group as well as

the statutor auditors’ report thereon prior to submission

to the Board or their consideration and approval, upon

being satisied that, inter alia, the were drawn up in

accordance with the provisions o the Companies Act,

1965 and the applicable approved Financial Reporting

Standards (FRS) issued b the Malasian Accounting

Standards Board;

(b) Reviewed, sought management and external auditors’

explanations, and approved the hal-earl inancial

results including the related announcements to Bursa

Securities or the period ended 30 September 2011

beore recommending the same or approval b the

Board upon being satisied that, it complies with the

applicable approved FRS, MMLR o Bursa Securities

and other relevant regulator requirements.

(c) Discussed with external auditors o the Group on the

ollowing:-

● ke indings rom their review o the audited

inancial statements and the hal-earl inancial

results o the Group; and● an other pertinent issues which in the opinion o

the external auditors should be highlighted to the

Audit Committee.

(d) Oversaw the poll at the Compan’s Extraordinar

General Meeting on 21 March 2012 and worked with

the Compan Secretar and Independent Scrutineers to

ensure voting on Qualiing Acquisition was conducted

appropriatel and transparentl.

Internal Audit Function

The internal audit unction was not established during the

inancial ear as the Compan remained a Special Purpose

Acquisition Compan.


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ResponsibilityThe Board o Directors recognises the importance o sound

internal control and risk management sstems to saeguard

shareholders’ investments and the Group’s assets. The

Board airms its overall responsibilit or the Group’s internal

control and risk management sstems, which include the

establishment o an appropriate control environment and

ramework as well as reviewing its adequac and integrit.

The internal control and risk management sstems o the

Group were based on the status o the Compan as a

Special Purpose Acquisition Compan (SPAC) during the

inancial ear.

To acilitate its responsibilities, the Board had tasked the

Management to identi and assess principal risks aced b the Group and thereater design, implement and monitor

appropriate sstems to manage those risks. As there are

limitations that are inherent in an internal control and risk

management sstems, the sstem designed can manage

rather than eliminate risks that impact the achievement o

the Group’s business objectives. Accordingl, it can onl

provide reasonable but no absolute assurance against

material misstatement or loss. The sstem o internal

control covers, inter alia, inancial, operational and compliance

controls, as well as risk management procedures.

Key Eleents Of The Internal Control And Risk

manageent Systes Of The CopanyIn view o the Compan’s status as a SPAC, the Compan

did not establish an Internal Audit Department unction

during the inancial ear. Nonetheless, there is an ongoing

process or identiing, evaluating, monitoring and managing

risks aced b the Group. This process has been in place

throughout the ear under review, and is applied consistentl

throughout the Group and is regularl reviewed.

The Group’s internal control and risk management sstems

during the inancial ear encompassed, amongst others, the

ollowing ke policies and processes which were suited to

the Compan’s status as a SPAC:-

1. Identification and Copletion of the Qualifying Acquisition

a. Selection and review of targets for the Qualifying

Acquisition

An extensive identiication and selection process

o target opportunities was conducted b the

Management ater the Compan’s listing on 25

Jul 2011. The Management had reviewed at least

14 opportunities relating to oil and gas explorationand production prospects located in Oman, India,

Vietnam, Indonesia, Philippines, Australia, Papua

New Guinea and Thailand. O these, our were

shortlisted beore the Board inall selected the

acquisition o a 35% equit stake in Lime

Petroleum Plc (Lime) as the Compan’s Qualiing

Acquisition (Lime Acquisition).

The Board and the Management selection criteria

was based on the broad strateg o the Group, as

had been set out in the Compan’s Prospectus

dated 30 June 2011, and a more detailed

consideration o other actors under the ollowing

criteria:-

● Technical criteria (or example, passive or active

technical role o the Compan, subsurace

considerations and risks, operational risks,

environmental and exploitation considerations);

● Commercial criteria (or example, iscal terms o

concessions, venture partners, inancial returns).

● Geo-political criteria (or example, whether the

prospects considered were located in politicall

stable and secure areas within the Compan’s

regions o interest namel South Asia, Middle

East, East Asia and Oceania); and

● SPAC listing criteria wherein the Board had

to ensure that the total consideration tobe paid resulted, in aggregate o at least

RM170 million (being 80% o the aggregate

amount in the Trust Account) being expended

so that the recommendation would be

suitable as a Qualiing Acquisition. Under the

Equit Guidelines issued b the Securities

Commission, a Trust Account is to be

maintained b an independent custodian, to

hold and deal with part o the Initial Public

Oering (IPO) trust proceeds (being 90% o the

gross proceeds raised b our Compan in the

IPO, including accrued interest) on behal o

our Compan. The air market value o a

Qualiing Acquisition is required to be at least

80% o the aggregate amount then on depositin the Trust Account.


54


> Stateent on Internal Control



b. Execution and completion of the Lime Acquisition

as a Qualifying Acquisition

Extensive technical, legal and inancial due

diligence reviews were carried out b independent

external experts prior to execution o the

transaction agreements in relation to the Lime

Acquisition. Experienced local and oreign advisors

were appointed to perorm such reviews and to

provide advice on legal, inancial, technical and

regulator matters.

Comprehensive reports with respect to the Lime

Acquisition were presented to the Board. Ke

advisors were also invited to brie the Board on

their indings on the Lime Acquisition. Ater

extensive discussions and reviews, the Boarddeliberated and approved the Lime Acquisition,

which was then recommended to the Compan’s

shareholders at the Extraordinar General Meeting

(EGM) on 21 March 2012, or their approval. The

voting procedure at the EGM was b wa o poll,

and veriied b independent scrutineers.

2. Clear and Structured Organisational Reporting Lines

The Group has a well-deined organisation structure

that is aligned to its business requirements and also

to ensure check and balance through segregation o

duties. Clear reporting lines and authorit limits govern

the approval process, driven b Limits o Authorit set

b the Board.

All ke strategic, business and investment plans are

approved and monitored b the Board. Comprehensive

Board papers, which include both inancial and non-

inancial matters such as cashlow orecasts, business

strategies, corporate exercises, and an other ke

matters to consider o the Group, were escalated to

the Board or deliberation and approval.

3. Strategic Business Planning, Budgeting and Reporting

The Group’s overall strategic business plan that maps

out its objectives and business direction, with ocus on

the Lime Group, was presented b the Management to

the Board or their deliberation and clearance. The

Management has provided the Board with regularupdates on the corporate activities as well as the

progress o work activities within the Lime Group

perormed b the Hibiscus Petroleum Group in its

capacit as Project Manager o the Middle East

concessions o the Lime Group. The Management also

regularl reviewed with the Board, issues covering, but

not restricted to, strateg, perormance, resources and

standards o business conduct.

4. Cash investents and monitoring

Under the Equit Guidelines issued b the Securities

Commission, the cash in the Trust Account raised rom

the IPO ma onl be invested in securities issued b

the Malasian government, mone market instruments

and AAA-rated papers prior to the completion o the

Qualiing Acquisition. Ater taking into consideration

ke actors such as returns, tenure and risks, the

Management had recommended, and the Board had

approved, the investment o the proceeds raised in the

most suitable mone market instrument.

In view o the limited cash available to the Group prior

to the completion o the Qualiing Acquisition, cashlows

were closel monitored, and reported to the Board on

a regular basis.

5. Liits of Authority (LOA)

The Board’s approving authorit is delegated to the

Management through a clear and ormall deined LOA

which deal with areas o corporate, inancial, operational,

human resource, and work plan and budget. The LOA

is the primar instrument that governs and manages

the Group’s business decision process. Whilst the

objective o the LOA is to empower the Management,

the ke principle adhered to in its ormulation is to

ensure that a sstem o internal controls o checks and

balance are incorporated therein. The LOA is periodicall

reviewed and updated to ensure its relevance to the

Group’s business.

As required b paragraph 15.23 o the Main Market

Listing Requirements o Bursa Malasia Securities

Berhad, the external auditors have reviewed this

Statement on Internal Control. Their review was

perormed in accordance with Recommended Practice

Guide (RPG) 5 issued b the Malasian Institute o

Accountants. Based on their review, the external

auditors have reported to the Board that nothing has

come to their attention which causes them to believe

that this statement is inconsistent with their

understanding o the process the Board has adopted

in their review o the adequac and integrit o

internal control o the Group. RPG 5 does not require

the external auditors to, and the did not, consider

whether this statement covers all risks and controls,

or to orm an opinion on the eectiveness o the

Group’s risk and control procedures.


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1. material Contracts Involving Directors and major Shareholders’ Interest

Save as disclosed below, there were no other material contracts o the Compan and its

subsidiaries involving directors’ and major shareholders’ interest, either still subsisting at

the end o the inancial ear or entered into since the end o the previous inancial ear:

(a) Deed Poll between Hibiscus Petroleum and the Warrants-B holders dated 8 June 2011

which governs the subscription and exercise o the Warrants-B into ordinar shares o

the Compan.

(b) The Service Agreement between Hibiscus Petroleum and Dr Kenneth Gerard Pereira

dated 1 Januar 2011 to appoint him as Managing Director o Hibiscus Petroleum.

2. Non-Audit Fees

During the inancial ear under review, non-audit ees paid to external auditors o the

Compan amounted to RM143,000.


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> Additional Copliance Inforation



The Board o Directors is required b the Companies Act, 1965 to prepare inancial statements

or each inancial ear which have been made out in accordance with the applicable approvedaccounting standards in Malasia, that give a true and air view o the inancial position o the

Group and o the Compan at the end o the inancial ear and o the results and cash lows

o the Group and o the Compan or the inancial ear then ended.

The Board o Directors consider that in preparing the inancial statements o the Group and o

the Compan:

● appropriate accounting policies have been used and consistentl applied;

● reasonable and prudent judgments and estimates were made;

● all applicable approved accounting standards in Malasia and the provisions o the

Companies Act, 1965 have been complied with; and

● the going concern basis used is appropriate and valid.

The Board o Directors has responsibilit or ensuring that the Group keeps accounting records

which disclose with reasonable accurac the inancial position o the Group and o the Compan

to enable them to ensure the inancial statements compl with the Companies Act, 1965.

The Board o Directors has overall responsibilit or taking such steps as are reasonabl open

to them to saeguard the assets o the Group and or the implementation and continued

operation o adequate accounting and internal control sstems or the prevention o raud and

other irregularities.

The Board is satisied that it has met its obligation to present a balanced and comprehensible

assessment o the Group’s position and prospects in the Directors’ Report at pages 59 to 63

and the Financial Statements rom pages 67 to 104 o this Annual Report.


57


> The Board Of Directors’ Responsibility StateentIn Respect O The Preparation O The Financial Statements

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59 Directors’ Report

64 Statement B Directors

64 Statutor Declaration

65 Independent Auditors’ Report

67 Statements O Financial Position

68 Statements O Comprehensive Income

69 Statements O Changes In Equit

71 Statements O Cash Flows

72 Notes To The Financial Statements

financialreport



The directors hereb submit their report and the audited inancial statements o the Group and o the Compan or the


Principal Activities

The Compan is principall engaged in the business o investment holding and the provision o project management, technical

and other services relating to the oil and gas exploration and production industr. The principal activities o the subsidiaries

are set out in Note 5 to the inancial statements. There have been no signiicant changes in the nature o these activities

during the inancial ear.

Results

The Group

Rm

The Copany

Rm

Loss ater taxation or the inancial ear (4,884,245) (4,921,097)

Attributable to:-

Owners o the Compan (4,884,245) (4,921,097)

Dividends

No dividend was paid since the end o the previous inancial ear and the directors do not recommend the pament o an

dividend or the current inancial ear.

Reserves And Provisions

All material transers to or rom reserves or provisions during the inancial ear are disclosed in the inancial statements.

Issues Of Shares And Debentures

During the inancial ear,

(a) the Compan increased its authorised capital rom 89,000,000 ordinar shares to 2,400,000,000 ordinar shares o

RM0.01 each, and rom 11,000,000 Redeemable Convertible Preerence Shares (“RCPS”) to 100,000,000 RCPS o

RM0.01 each.

(b) the Compan increased its issued and paid-up share capital rom RM2 to RM4,180,479 b wa o the ollowing:-

(i) conversion o 8,361,120 RCPS into 83,611,200 new ordinar shares o RM0.01 each;

(ii) capitalisation o initial investors’ utilisation amount into 6,666,667 new ordinar shares o RM0.01 each at an

issue price o RM0.45 per share;

(iii) subscription b the initial investors o 15,555,555 new ordinar shares o RM0.01 each at an issue price o

RM0.45 per share;

(iv) public issue pursuant to the Compan’s listing o 312,214,300 new ordinar shares o RM0.01 each at an issue

price o RM0.75 per share.

The new ordinar shares issued rank pari passu in all respects with the existing ordinar shares o the Compan; and

(c) there were no issues o debentures b the Compan.


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> Directors’ Report



Options Granted Over Unissued Shares

During the inancial ear, no options were granted b the Compan to an person to take up an unissued shares in the

Compan.

Warrants

Warrants-A

The Warrants-A were issued in registered orm and are constituted b the Warrants-A Deed Poll. The Warrants-A are listed

on the Main Market o Bursa Malasia and are exercisable antime during the period commencing rom 18 April 2012 up

to 24 Jul 2014.

The terms o Warrants-A are disclosed in Note 11 to the inancial statements. As at 31 March 2012, all Warrants-A remained

unexercised.

Warrants-B

The Warrants-B were issued in registered orm and are constituted b the Warrants-B Deed Poll. The Warrants-B are not

listed and are exercisable antime during the period commencing rom 18 April 2012 up to 24 Jul 2014.

The terms o Warrants-B are disclosed in Note 11 to the inancial statements. As at 31 March 2012, all Warrants-B

remained unexercised.

Note:-

The Warrants-B are held by Hibiscus Upstream Sdn. Bhd. (“Hibiscus Upstream”) , a company set up to hold ordinary shares of RM0.01 each and

Warrants-B of the Company on behalf of the Company’s non-independent directors and management team. Presently, there is a 50% moratorium imposed

on the sale, transfer or assignment of shares and Warrants-B held by Hibiscus Upstream, which expires on 17 April 2013.

The ordinar shares issued rom the exercise o warrants shall rank pari passu in all respects with the existing issued

ordinar shares o the Compan except that the shall not be entitled to an dividends, distributions, rights, allotments and/

or an other orms o distribution where the entitlement date o which precedes the relevant date o the allotment and

issuance o the new shares arising rom the exercise o warrants.

Bad And Doubtful Debts

Beore the inancial statements o the Group and o the Compan were made out, the directors took reasonable steps to

ascertain that actions had been taken in relation to the writing o o bad debts and the making o allowance or impairment

losses on receivables, and satisied themselves that there are no known bad debts and that no allowance or impairment

losses on receivables is required.

At the date o this report, the directors are not aware o an circumstances that would require the writing o o bad debts,

or the allowance or impairment losses on receivables in the inancial statements o the Group and o the Compan.

Valuation methods

At the date o this report, the directors are not aware o an circumstances which have arisen which render adherence to

the existing methods o valuation o assets or liabilities o the Group and o the Compan misleading or inappropriate.


60





Current Assets

Beore the inancial statements o the Group and o the Compan were made out, the directors took reasonable steps to

ascertain that an current assets other than debts, which were unlikel to be realised in the ordinar course o business,

including their values as shown in the accounting records o the Group and o the Compan, have been written down to an

amount which the might be expected so to realise.

At the date o this report, the directors are not aware o an circumstances which would render the values attributed to the

current assets in the inancial statements misleading.

Contingent And Other Liabilities

At the date o this report, there does not exist:-

(i) an charge on the assets o the Group and o the Compan that has arisen since the end o the inancial ear which

secures the liabilities o an other person; or

(ii) an contingent liabilit o the Group and o the Compan which has arisen since the end o the inancial ear.

No contingent or other liabilit o the Group and o the Compan has become enorceable or is likel to become enorceable

within the period o twelve months ater the end o the inancial ear which, in the opinion o the directors, will or ma

substantiall aect the abilit o the Group and o the Compan to meet their obligations when the all due.

Change Of Circustances

At the date o this report, the directors are not aware o an circumstances not otherwise dealt with in this report or the

inancial statements o the Group and o the Compan which would render an amount stated in the inancial statements

misleading.

Ites Of An Unusual Nature

The results o the operations o the Group and o the Compan during the inancial ear were not, in the opinion o the

directors, substantiall aected b an item, transaction or event o a material and unusual nature.

There has not arisen in the interval between the end o the inancial ear and the date o this report an item, transaction

or event o a material and unusual nature likel, in the opinion o the directors, to aect substantiall the results o the

operations o the Group and o the Compan or the inancial ear.

Directors

The directors who served since the date o the last report are as ollows:-

Zainul Rahim Bin Mohd Zain


Dr Rabi Naraan Bastia

Zainol Izzet Bin Mohamed Ishak


Roushan A/L Arumugam (Appointed on 25.7.2011)

Ta Chin Kwang (Appointed on 14.6.2012)


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Directors’ Interests

According to the register o directors’ shareholdings, the interests o directors holding oice at the end o the inancial ear

in ordinar shares in the Compan and its related corporations during the inancial ear are as ollows:-

Nuber Of Ordinary Shares Of Rm0.01 Each

At

1.4.2011

Allotted/

Bought Sold

At

31.3.2012

Indirect Interests:-

Dr Kenneth Gerard Pereira* 200 83,611,200 – 83,611,400

Datin Sunita Mei-Lin Rajakumar** – 100,000 – 100,000

Roushan A/L Arumugam*** – 30,415,000 – 30,415,000

* Deemed interested via his 57.41% equity interest in Hibiscus Upstream.

** Deemed interested via her spouse’s (Datuk Dr Jeyaindran C Sinnadurai) shareholdings in the Company.*** Deemed interested via his 90% equity interest in Littleton Holdings Pte. Ltd.

Nuber Of RCPS Of Rm0.01 Each

At

1.4.2011 Bought Exercised

At

31.3.2012

Indirect Interest:-

Dr Kenneth Gerard Pereira* 10,555,000 – (8,361,120) 2,193,880


Nuber Of Warrants-A

At

1.4.2011

Allotted/

Bought Sold

At

31.3.2012

Indirect Interests:-

Datin Sunita Mei-Lin Rajakumar** – 1,000,000 – 1,000,000

Roushan A/L Arumugam*** – 23,000,000 – 23,000,000

Nuber Of Warrants-B

At

1.4.2011 Allotted Sold

At

31.3.2012

Indirect Interest:-

Dr Kenneth Gerard Pereira* – 83,611,200 – 83,611,200


** Deemed interested via her spouse’s (Datuk Dr Jeyaindran C Sinnadurai) warrant holdings in the Company.

*** Deemed interested via his 90% equity interest in Littleton Holdings Pte. Ltd.


62





Directors’ Benefits

Since the end o the previous inancial ear, no director has received or become entitled to receive an beneit (other than

a beneit included in the aggregate amount o emoluments received or due and receivable b directors as shown in the

inancial statements, or the ixed salar o a ull-time emploee o the Compan) b reason o a contract made b the

Compan or a related corporation with the director or with a irm o which the director is a member, or with a compan in

which the director has a substantial inancial interest except or an beneits which ma be deemed to arise rom transactions

entered into in the ordinar course o business with companies in which certain directors have substantial inancial interests

as disclosed in Note 21 to the inancial statements.

Neither during nor at the end o the inancial ear was the Group or the Compan a part to an arrangements whose object

is to enable the directors to acquire beneits b means o the acquisition o shares in, or debentures o, the Compan or

an other bod corporate other than the warrants issued b the Compan.

Significant Events During/Subsequent To The Financial Year

The signiicant events during/subsequent to the inancial ear are disclosed in Note 26 to the inancial statements.

Signed In Accordance With A Resolution Of The Directors

Dated 23 July 2012

Dr Kenneth Gerard Pereira Zainol Izzet Bin mohaed Ishak


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We, Dr Kenneth Gerard Pereira and Zainol Izzet Bin Mohamed Ishak, being two o the directors o Hibiscus Petroleum Berhad,

state that, in the opinion o the directors, the inancial statements set out on pages 67 to 104 are drawn up in accordancewith Financial Reporting Standards and the Companies Act, 1965 in Malasia so as to give a true and air view o the

inancial position o the Group and o the Compan at 31 March 2012 and o their results and cash lows or the inancial

ear then ended.

The supplementar inormation set out in Note 28 which is not part o the inancial statements, is prepared in accordance

with the Guidance on Special Matter No. 1, Determination o Realised and Unrealised Proits or Losses in the Context o

Disclosure Pursuant to Bursa Malasia Securities Berhad Listing Requirements, as issued b the Malasian Institute o

Accountants and the directive o Bursa Malasia Securities Berhad.

Signed In Accordance With A Resolution Of The Directors

Dated 23 July 2012


Zainol Izzet Bin mohaed Ishak

I, Joce Theresa Sunita Vasudevan, being the oicer primaril responsible or the inancial management o Hibiscus Petroleum

Berhad, do solemnl and sincerel declare that the inancial statements set out on pages 67 to 104 are, to the best o

m knowledge and belie, correct, and I make this solemn declaration conscientiousl believing the same to be true and b

virtue o the provisions o the Statutor Declarations Act, 1960.

Subscribed and solemnl declared b

Joce Theresa Sunita Vasudevan

at Kuala Lumpur in the Federal Territor

on this 23 Jul 2012 Joyce Theresa Sunita Vasudevan

Beore me

mohaad Roslan Bin mustafa

COMMISSIONER FOR OATHS


64


> Stateent By Directors

> Statutory Declaration



Report On The Financial Stateents

We have audited the inancial statements o Hibiscus Petroleum Berhad, which comprise the statements o inancial position

as at 31 March 2012 o the Group and o the Compan, and the statements o comprehensive income, statements o

changes in equit and statements o cash lows o the Group and o the Compan or the inancial ear then ended, and

a summar o signiicant accounting policies and other explanator inormation, as set out on pages 67 to 104.

Directors’ Responsibility for the Financial Statements

The directors o the Compan are responsible or the preparation o inancial statements that give a true and air view in

accordance with Financial Reporting Standards and the Companies Act 1965 in Malasia, and or such internal control as

the directors determine is necessar to enable the preparation o inancial statements that are ree rom material

misstatement, whether due to raud or error.

Auditors’ Responsibility

Our responsibilit is to express an opinion on these inancial statements based on our audit. We conducted our audit in

accordance with approved standards on auditing in Malasia. Those standards require that we compl with ethical

requirements and plan and perorm the audit to obtain reasonable assurance about whether the inancial statements are

ree rom material misstatement.

An audit involves perorming procedures to obtain audit evidence about the amounts and disclosures in the inancial

statements. The procedures selected depend on our judgement, including the assessment o risks o material misstatement

o the inancial statements, whether due to raud or error. In making those risk assessments, we consider internal control

relevant to the Compan’s preparation o inancial statements that give a true and air view in order to design audit

procedures that are appropriate in the circumstances, but not or the purpose o expressing an opinion on the eectiveness

o the Compan’s internal control. An audit also includes evaluating the appropriateness o accounting policies used and the

reasonableness o accounting estimates made b the directors, as well as evaluating the overall presentation o the inancial

statements.

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

OpinionIn our opinion, the inancial statements have been properl drawn up in accordance with Financial Reporting Standards and

the Companies Act, 1965 in Malasia so as to give a true and air view o the inancial position o the Group and o the

Compan as o 31 March 2012 and o their inancial perormance and cash lows or the inancial ear then ended.


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> Independent Auditors’ ReportTo The Members O Hibiscus Petroleum Berhad(Incorporated in Malasia) Compan No: 798322-P



Report On Other Legal And Regulatory Requireents

In accordance with the requirements o the Companies Act, 1965 in Malasia (“ Act”), we also report the ollowing:-

(a) In our opinion, the accounting and other records and the registers required b the Act to be kept b the Compan and

its subsidiaries have been properl kept in accordance with the provisions o the Act.

(b) We are satisied that the inancial statements o the subsidiaries that have been consolidated with the Compan’s

inancial statements are in orm and content appropriate and proper or the purposes o the preparation o the inancial

statements o the Group and we have received satisactor inormation and explanations required b us or those

purposes.

(c) The audit reports on the inancial statements o the subsidiaries did not contain an qualiication or an adverse

comment made under Section 174(3) o the Act.

The supplementar inormation set out in Note 28 on page 105 is disclosed to meet the requirement o Bursa Malasia

Securities Berhad and is not part o the inancial statements. The directors are responsible or the preparation o thesupplementar inormation in accordance with Guidance on Special Matter No. 1, Determination o Realised and Unrealised

Proits or Losses in the Context o Disclosure Pursuant to Bursa Malasia Securities Berhad Listing Requirements, as issued

b the Malasian Institute o Accountants (“MIA Guidance”) and the directive o Bursa Malasia Securities Berhad. In our

opinion, the supplementar inormation is prepared, in all material respects, in accordance with the MIA Guidance and the

directive o Bursa Malasia Securities Berhad.

Other matters

This report is made solel to the members o the Compan, as a bod, in accordance with Section 174 o the Companies

Act, 1965 in Malasia and or no other purpose. We do not assume responsibilit to an other person or the content o

this report.

Crowe Horwath Lee Kok Wai

Firm No: AF 1018 Approval No: 2760/06/14 (J)

Chartered Accountants Chartered Accountant

Kuala Lumpur

23 Jul 2012


66


> Independent Auditors’ Report

To The Members O Hibiscus Petroleum Berhad



Note

The Group The Copany

2012

Rm

2012

Rm

2011

Rm

Assets

NON-CURRENT ASSETS

Investments in subsidiaries 5 – 169,862,008 –

Investment in a jointl controlled entit 6 12,258,000 – –

Equipment 7 659,756 659,756 6,063

12,917,756 170,521,764 6,063

CURRENT ASSETS

Other receivables, deposits and prepaments 217,179 213,042 411,795

Amounts owing b subsidiaries 8 – 1,842,899 –Amount owing b a jointl controlled entit 9 1,854,930 – –

Fixed deposits with licensed banks 10 50,016,303 50,016,303 2,303,649

Cash and bank balances 168,507,696 168,467,289 212,745

220,596,108 220,539,533 2,928,189

TOTAL ASSETS 233,513,864 391,061,297 2,934,252

Equity And Liabilities

EQUITY

Share capital 11 4,180,479 4,180,479 2

Other reserves 12 234,053,243 235,367,598 –

Accumulated losses (6,089,018) (6,125,870) (1,204,773)

232,144,704 233,422,207 (1,204,771)

NON-CURRENT LIABILITY

Deerred tax liabilities 13 41,000 41,000 –

CURRENT LIABILITIES

Other paables and accruals 627,495 609,850 83,523

Amounts owing to subsidiaries 8 – 156,289,500 –

Amounts owing to related parties 9 – – 3,000,000

Provision or taxation 481,277 479,352 –

Redeemable Convertible Preerence Shares (“RCPS”) 14 219,388 219,388 1,055,500

1,328,160 157,598,090 4,139,023

TOTAL LIABILITIES 1,369,160 157,639,090 4,139,023

TOTAL EQUITY AND LIABILITIES 233,513,864 391,061,297 2,934,252

The annexed notes orm an integral part o these inancial statements.


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> Stateents Of Financial PositionAt 31 March 2012



Note


2012

Rm

2012

Rm

2011

Rm

REVENUE 15 7,961,142 6,927,300 15,409

Administrative expenses (6,269,513) (5,282,620) (902,368)

Other expenses (6,049,944) (6,041,765) (306,931)

LOSS BEFORE TAXATION 16 (4,358,315) (4,397,085) (1,193,890)

Income tax expense 17 (525,930) (524,012) –

LOSS AFTER TAXATION (4,884,245) (4,921,097) (1,193,890)

Other comprehensive expenses, net o tax:-

Foreign currenc translation (1,314,355) – –

TOTAL COmPREHENSIVE EXPENSES

FOR THE FINANCIAL YEAR (6,198,600) (4,921,097) (1,193,890)

LOSS AFTER TAXATION ATTRIBUTABLE TO:-

Owners o the Compan (4,884,245) (4,921,097) (1,193,890)

TOTAL COmPREHENSIVE EXPENSES ATTRIBUTABLE TO:-

Owners o the Compan (6,198,600) (4,921,097) (1,193,890)

LOSS PER SHARE (SEN)

Basic 18 (3.43)

Diluted 18 Not Applicable



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> Stateents Of Coprehensive IncoeFor The Financial year Ended 31 March 2012



<--------------------------------------------- Non-Distributable ---------------------------------------------->

Accuulated

Losses

Rm

Total

Rm

Share

Capital

Rm

Share

Preiu

Rm

Warrant

Reserve

Rm

Foreign

Exchange

Reserve

Rm

The Group

At 1.4.2010 2 – – – (10,883) (10,881)

Loss after taxation/

Total comprehensive

expenses for the

financial year – – – – (1,193,890) (1,193,890)

At 31.3.2011/1.4.2011 2 – – – (1,204,773) (1,204,771)

Loss after taxation – – – – (4,884,245) (4,884,245)

Other comprehensive

expenses, net of tax:

Foreign currency translation – – – (1,314,355) – (1,314,355)

Total comprehensive

expenses for the

financial year – – – (1,314,355) (4,884,245) (6,198,600)

Contributions by owners

of the Company:-

– Conversion of RCPS 836,112 – – – – 836,112

– Capitalisation of initial

investors’ utilisation

amount and subscription

by initial investors 222,222 3,111,111 6,666,667 – – 10,000,000

– Public issue pursuant to

Company’s listing

(“Public Issue”) 3,122,143 137,374,292 93,664,290 – – 234,160,725

– Share issuance costs – (3,269,257) (2,179,505) – – (5,448,762)

At 31.3.2012 4,180,479 137,216,146 98,151,452 (1,314,355) (6,089,018) 232,144,704



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> Stateents Of Changes In EquityFor The Financial year Ended 31 March 2012



<---------------------------- Non-Distributable ---------------------------->

Share

Capital

Rm

Share

Preiu

Rm

Warrant

Reserve

Rm

Accuulated

Losses

Rm

Total

Rm

The Copany

At 1.4.2010 2 – – (10,883) (10,881)

Loss after taxation/Total comprehensive

expenses for the financial year – – – (1,193,890) (1,193,890)

At 31.3.2011/1.4.2011 2 – – (1,204,773) (1,204,771)

Loss after taxation/Total comprehensive

expenses for the financial year – – – (4,921,097) (4,921,097)

Contributions by owners of the Company:-

– Conversion of RCPS 836,112 – – – 836,112

– Capitalisation of initial investors’

utilisation amount and

subscription by initial investors 222,222 3,111,111 6,666,667 – 10,000,000

– Public Issue 3,122,143 137,374,292 93,664,290 – 234,160,725

– Share issuance costs – (3,269,257) (2,179,505) – (5,448,762)

At 31.3.2012 4,180,479 137,216,146 98,151,452 (6,125,870) 233,422,207



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> Stateents Of Changes In Equity

For The Financial year Ended 31 March 2012



Note


2012

Rm

2012

Rm

2011

Rm

Cash Flows For Operating Activities

Loss beore taxation (4,358,315) (4,397,085) (1,193,890)

Adjustments or:-

Depreciation o equipment 115,489 115,489 357

Interest income (6,112,381) (6,112,381) (15,409)

Unrealised loss on oreign exchange 11,702 3,523 –

Listing expenses 216,456 216,456 306,576

Qualiing Acquisition expenses 5,706,297 5,706,297 –

Operating loss beore working capital changes (4,420,752) (4,467,701) (902,366)

Decrease/(Increase) in other receivables,deposits and prepaments 194,616 198,753 (411,795)

Increase in other paables and accruals 294,275 276,623 71,703

Increase in amount owing b a subsidiar – (814,919) –

Increase in amount owing b a related part (1,854,930) – –

Cash Used In Operations (5,786,791) (4,807,244) (1,242,458)

Income tax paid (3,660) (3,660) –

Net Cash Used In Operating Activities (5,790,451) (4,810,904) (1,242,458)

Cash Flows (For)/Fro Investing Activities

Purchase o equipment (769,182) (769,182) (6,420)

Interest received 6,112,381 6,112,381 15,409

Qualiing Acquisition expenses paid (5,456,593) (5,456,593) –

Investments in subsidiaries – (169,862,008) –Investment in a jointl controlled entit (12,258,000) – –

Net Cash (Used In)/Generated Fro Investing Activities (12,371,394) (169,975,402) 8,989

Cash Flows Fro Financing Activities

Advances rom related parties – – 3,000,000

Advances rom subsidiaries – 156,305,338 –

Proceeds rom issuance o ordinar shares 241,160,726 241,160,726 –

Proceeds rom issuance o RCPS – – 1,055,500

Share issuance costs paid (5,448,763) (5,448,763) –

Listing expenses paid (216,456) (216,456) (306,576)

Net Cash Generated Fro Financing Activities 235,495,507 391,800,845 3,748,924

Net Increase In Cash And Cash Equivalents 217,333,662 217,014,539 2,515,455Effects Of Foreign Currency Translation

And Loss On Foreign Exchange (1,326,057) (1,047,341) –

Cash And Cash Equivalents

At Beginning Of The Financial Year 2,516,394 2,516,394 939

Cash And Cash Equivalents

At End Of The Financial Year 19 218,523,999 218,483,592 2,516,394



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> Stateents Of Cash FlowsFor The Financial year Ended 31 March 2012



1. General Inforation

The Compan is a public limited liabilit compan, incorporated and domiciled in Malasia, and listed on the Main

Market o Bursa Malasia Securities Berhad. The registered oice and principal place o business are as ollows:-

Registered oice : Level 18, The Gardens North Tower,

Mid Valle Cit,

Lingkaran Sed Putra,

59200 Kuala Lumpur.

Principal place o business : 2nd Floor, Sed Kechik Foundation Building,

Jalan Kapas, Bangsar,

59100 Kuala Lumpur.

The inancial statements were authorised or issue b the Board o Directors in accordance with a resolution o the

directors dated 23 Jul 2012.

2. Principal Activities

The Compan is principall engaged in the business o investment holding and the provision o project management,

technical and other services relating to the oil and gas exploration and production industr. The principal activities o

the subsidiaries are set out in Note 5 to the inancial statements. There have been no signiicant changes in the nature

o these activities during the inancial ear.

3. Basis Of Preparation

The inancial statements o the Group and o the Compan are prepared under the historical cost convention and

modiied to include other bases o valuation as disclosed in other sections under signiicant accounting policies, and

in compliance with Financial Reporting Standards (“FRS”) and the Companies Act, 1965 in Malasia.

(a) During the current inancial ear, the Group has adopted the ollowing new accounting standards and interpretations(including the consequential amendments):-

FRSs and IC Interpretations (including the Consequential Aendents)

FRS 1 (Revised) First-time Adoption o Financial Reporting Standards

FRS 3 (Revised) Business Combinations

FRS 127 (Revised) Consolidated and Separate Financial Statements

Amendments to FRS 1 (Revised) Limited Exemption rom Comparative FRS 7 Disclosures or First-time Adopters

Amendments to FRS 1 (Revised) Additional Exemptions or First-time Adopters

Amendments to FRS 2 Scope o FRS 2 and FRS 3 (Revised)

Amendments to FRS 2 Group Cash-settled Share-based Pament Transactions

Amendments to FRS 5 Plan to Sell the Controlling Interest in a Subsidiar

Amendments to FRS 7 Improving Disclosures about Financial InstrumentsAmendments to FRS 138 Consequential Amendments Arising rom FRS 3 (Revised)

IC Interpretation 4 Determining Whether An Arrangement Contains a Lease

IC Interpretation 12 Service Concession Arrangements

IC Interpretation 16 Hedges o a Net Investment in a Foreign Operation

IC Interpretation 17 Distributions o Non-cash Assets to Owners

IC Interpretation 18 Transers o Assets rom Customers

Amendments to IC Interpretation 9: Scope o IC Interpretation 9 and FRS 3 (Revised)

Annual Improvement to FRSs (2010)


72


> Notes To The Financial StateentsFor The Financial year Ended 31 March 2012



3. Basis Of Preparation (Cont’d)

(a) The adoption o the above accounting standards and interpretations (including the consequential amendments) did

not have an impact on the Group’s inancial statements, other than the ollowing:-

(i) FRS 3 (Revised) – Business Combinations introduces signiicant changes to the accounting or business

combinations, both at the acquisition date and post-acquisition, and requires greater use o air values. In

addition, all transaction costs, other than share and debt issue costs, will be expensed as incurred. This

revised standard has been applied prospectivel during the current inancial ear.

(ii) Amendments to FRS 7 – Financial Instruments: Disclosures expand the disclosure requirements in respect o

air value measurements and liquidit risk. In particular, the amendments require additional disclosure o air

value measurements b level o a air value measurement hierarch, as shown in Note 25 (e) to the inancial

statements. Comparatives are not presented b virtue o the exemption given in the amendments.

(iii) Amendments to FRS 101 (Revised) – Presentation of Financial Statements also clari that an entit ma

choose to present the analsis o the items o other comprehensive income either in the statement o changes in equit or in the notes to the inancial statements. The Group has chosen to present the items

o other comprehensive income in the statement o changes in equit.

(iv) FRS 127 (Revised) – Consolidated and Separate Financial Statements requires accounting or changes in

ownership interests b the group in a subsidiar, whilst maintaining control, to be recognised as an equit

transaction. When the group loses control o a subsidiar, an interest retained in the ormer subsidiar will

be measured at air value with the gain or loss recognised in proit or loss. The revised standard also

requires all losses attributable to the non-controlling interests to be absorbed b the non-controlling interests

instead o b the parent. The Group has applied FRS 127 (Revised) prospectivel during the current inancial

ear with no inancial impact on the inancial statements o the Group, but ma impact the accounting o its

uture transactions or arrangements.

(v) Annual Improvements to FRSs (2010) contain amendments to 11 accounting standards that result in

accounting changes or presentation, recognition or measurement purposes. These amendments have no

material impact on the inancial statements o the Group upon their initial application except or theclassiication o the RCPS as current liabilit based on when cash settlement is required to be made,

notwithstanding the act that the Group could be required b the counterpart to settle in cash at an time

subject to the suicienc o unds (whether through proits or a new issue o shares or otherwise) which can

be lawull applied towards the redemption o the RCPS at the relevant time.

(b) The Group has not applied in advance the ollowing accounting standards and interpretations (including the

consequential amendments) that have been issued b the Malasian Accounting Standards Board (“ mASB”) but

are not et eective or the current inancial ear:-

FRSs and IC Interpretations (including the Consequential Aendents) Effective Date

FRS 9 Financial Instruments 1 Januar 2015

FRS 10 Consolidated Financial Statements 1 Januar 2013

FRS 11 Joint Arrangements 1 Januar 2013

FRS 12 Disclosure o Interests in Other Entities 1 Januar 2013

FRS 13 Fair Value Measurement 1 Januar 2013

FRS 119 (Revised) Emploee Beneits 1 Januar 2013

FRS 124 (Revised) Related Part Disclosures 1 Januar 2012

FRS 127 (2011) Separate Financial Statements 1 Januar 2013

FRS 128 (2011) Investments in Associates and Joint Ventures 1 Januar 2013

Amendments to FRS 1 (Revised): Severe Hperinlation and Removal o Fixed Dates

or First-time Adopters 1 Januar 2012

Amendments to FRS 1 (Revised): Government Loans 1 Januar 2013


73


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3. Basis Of Preparation (Cont’d)

(b) FRSs and IC Interpretations (including the Consequential Aendents) (Cont’d) Effective Date

Amendments to FRS 7: Disclosures – Transers o Financial Assets 1 Januar 2012

Amendments to FRS 7: Disclosures – Osetting Financial Assets and Financial Liabilities 1 Januar 2013

Amendments to FRS 9: Mandator Eective Date o FRS 9 and Transition Disclosures 1 Januar 2015

Amendments to FRS 101 (Revised): Presentation o Items o Other Comprehensive

Income

1 Jul 2012

Amendments to FRS 112: Recover o Underling Assets 1 Januar 2012

Amendments to FRS 132: Osetting Financial Assets and Financial Liabilities 1 Januar 2014

IC Interpretation 15 Agreements or the Construction o Real Estate Withdrawn on

19 November 2011

IC Interpretation 19 Extinguishing Financial Liabilities with Equit Instruments 1 Jul 2011

IC Interpretation 20 Stripping Costs in the Production Phase o a Surace Mine 1 Januar 2013

Amendments to IC Interpretation 14: Prepaments o a Minimum Funding Requirement 1 Jul 2011

The Group’s next set o inancial statements or the annual period beginning on 1 April 2012 will be prepared in

accordance with the Malasian Financial Reporting Standards (“mFRSs”) issued b the MASB that will also compl

with International Financial Reporting Standards (“IFRSs”). As a result, the Group will not be adopting the above

accounting standards and interpretations (including the consequential amendments) that are eective or annual

periods beginning on or ater 1 Januar 2012.

(c) Following the issuance o MFRSs (equivalent to IFRSs) b the MASB on 19 November 2011, the Group will be

adopting these new accounting standards in the next inancial ear. The possible change o the accounting policies

is expected to have no material impact on the inancial statements o the Group upon their initial application.

4. Significant Accounting Policies

(a) Critical Accounting Estiates and Judgeents

Estimates and judgements are continuall evaluated and are based on historical experience and other actors,

including expectations o uture events that are believed to be reasonable under the circumstances. The estimates

and judgements that aect the application o the Group’s accounting policies and disclosures, and have a

signiicant risk o causing a material adjustment to the carring amounts o assets, liabilities, income and

expenses are discussed below:-

(i) Depreciation of Equipment

The estimates or the residual values, useul lives and related depreciation charges or equipment are based

on commercial actors which could change signiicantl as a result o technical innovations and competitors’

actions in response to the market conditions.

The Group anticipates that the residual values o its equipment would be insigniicant. As a result, residual

values are not being taken into consideration or the computation o the depreciable amount.

Changes in the expected level o usage and technological development could impact the economic useul

lives and the residual values o these assets, and thereore uture depreciation charges ma be revised.

(ii) Income Taxes

There are certain transactions and computations or which the ultimate tax determination ma be dierent

rom the initial estimate. The Group recognises tax liabilities based on its understanding o the prevailing tax

laws and estimates o whether such taxes will be due in the ordinar course o business. Where the inal

outcome o these matters is dierent rom the amounts that were initiall recognised, such dierence will

impact the income tax and deerred tax provisions in the ear in which such determination is made.


74


> Notes To The Financial Stateents




4. Significant Accounting Policies (Cont’d)

(a) Critical Accounting Estiates and Judgeents (Cont’d)

(iii) Impairment of Non-Financial Assets

When the recoverable amount o an asset is determined based on the estimate o the value-in-use o the

cash-generating unit to which the asset is allocated, management is required to make an estimate o the

expected uture cash lows rom the cash-generating unit and also to appl a suitable discount rate in order

to determine the present value o those cash lows.

(iv) Impairment of Trade and Other Receivables

An impairment loss is recognised when there is objective evidence that a inancial asset is impaired.

Management speciicall reviews its loans and receivables inancial assets and analses historical bad debts,

customer concentrations, customer creditworthiness, current economic trends and changes in the customer

pament terms when making a judgement to evaluate the adequac o the allowance or impairment losses.

Where there is objective evidence o impairment, the amount and timing o uture cash lows are estimated

based on historical loss experience or assets with similar credit risk characteristics. I the expectation isdierent rom the estimation, such dierence will impact the carring value o receivables.

(b) Basis of Consolidation

The consolidated inancial statements include the inancial statements o the Compan and its subsidiaries made

up to 31 March 2012.

A subsidiar is deined as a compan in which the parent compan has the power, directl or indirectl, to exercise

control over its inancial and operating policies so as to obtain beneits rom its activities.

Subsidiaries are consolidated rom the date on which control is transerred to the Group up to the eective date

on which control ceases, as appropriate.

Intragroup transactions, balances, income and expenses are eliminated on consolidation. Where necessar,

adjustments are made to the inancial statements o subsidiaries to ensure consistenc o accounting policies

with those o the Group.

Non-controlling interests are that part o the net results o operations and o net assets o a subsidiar attributable

to the interests which are not owned directl or indirectl b the equit holders o the Compan. The are

separatel disclosed in the consolidated statement o comprehensive income, statement o changes in equit and

statement o inancial position. Total comprehensive income is attributed to non-controlling interests based on their

respective interests in a subsidiar, even i this results in the non-controlling interests having a deicit balance.

At the end o each reporting period, the carring amount o non-controlling interests is the amount o those

interests at initial recognition plus the non-controlling interests’ share o subsequent changes in equit.

All changes in the parent’s ownership interest in a subsidiar that do not result in a loss o control are accounted

or as equit transactions. An dierence between the amount b which the non-controlling interest is adjusted and

the air value o consideration paid or received is recognised directl in equit and attributed to owners o the parent.

Upon loss o control o a subsidiar, the proit or loss on disposal is calculated as the dierence between:-

(i) the aggregate o the air value o the consideration received and the air value o an retained interest in

the ormer subsidiar; and

(ii) the previous carring amount o the assets (including goodwill), and liabilities o the ormer subsidiar and

an non-controlling interests.

Amounts previousl recognised in other comprehensive income in relation to the ormer subsidiar are accounted

or (i.e. reclassiied to proit or loss or transerred directl to retained proits) in the same manner as would be

required i the relevant assets or liabilities were disposed o. The air value o an investments retained in the

ormer subsidiar at the date when control is lost is regarded as the air value on initial recognition or subsequent

accounting under FRS 139: Financial Instruments – Recognition and Measurement.


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(b) Basis of Consolidation (Cont’d)

The acquisition method o accounting is used to account or business combinations b the Group. The consideration

transerred or acquisition o a subsidiar or business comprises the air value o the assets transerred, the

liabilities incurred and the equit interests issued b the Group at the acquisition date. The consideration

transerred also includes the air value o a contingent consideration arrangement and the air value o an pre-

existing equit interest in the subsidiar. Acquisition-related costs, other than the costs to issue debt or equit

securities, are expensed as incurred.

In a business combination achieved in stages, previousl held equit interests in the acquiree are re-measured to

air value at the acquisition date and an corresponding gain or loss is recognised in proit or loss.

Non-controlling interests in the acquiree ma be initiall measured either at air value or at the non-controlling

interests’ proportionate share o the air value o the acquiree’s identiiable net assets at the date o acquisition.

The choice o measurement basis is made on a transaction-b-transaction basis.

The Group has applied the FRS 3 (Revised) in accounting or business combinations rom 1 April 2011 onwards.

The change in accounting polic has been applied prospectivel in accordance with the transitional provisions

provided b the standard.

(c) Currency Translation

(i) Functional and Presentation Currency

Items included in the inancial statements o each entit in the Group are measured using the currenc o

the primar economic environment in which the entit operates, which is the unctional currenc.

The consolidated inancial statements are presented in Ringgit Malasia, which is the unctional and

presentation currenc o the Compan.

(ii) Transactions and Balances

Transactions in a currenc other than the unctional currenc are translated into the unctional currenc using

the exchange rates at the dates o the transactions. Currenc translation dierences resulting rom the

settlement o such transactions and rom the translation o monetar assets and liabilities denominated in

oreign currencies at the closing rate at the reporting date are recognised in proit or loss.

Non-monetar assets and liabilities are translated using exchange rates that existed when the values were

determined. All exchange dierences are recognised in proit or loss.

(iii) Translation of Group Entities’ Financial Statements

The results and inancial position o all the Group entities (none o which has the currenc o hperinlationar

econom) that have a unctional currenc dierent rom the presentation currenc are translated into the

presentation currenc as ollows:-

● Assets and liabilities are translated at the closing exchange rates at the reporting date;

● Income and expenses are translated at average exchange rates (unless the average is not a reasonable

approximation o the cumulative eect o the rates prevailing on the transaction dates, in which case

income and expenses are translated using the exchange rates at the dates o the transactions); and

● All resulting currenc translation dierences are recognised in other comprehensive income and

accumulated in the oreign exchange reserve.

On the disposal o a oreign operation, the cumulative amount recognised in other comprehensive income

relating to that particular oreign operation is reclassiied rom equit to proit or loss.

Goodwill and air value adjustments arising on the acquisition o oreign operations are treated as assets

and liabilities o the oreign operations and translated at the closing rates at the reporting date.


76







(d) Financial Instruents

Financial instruments are recognised in the statements o inancial position when the Group has become a part

to the contractual provisions o the instruments.

Financial instruments are classiied as liabilities or equit in accordance with the substance o the contractual

arrangement. Interest, dividends, gains and losses relating to a inancial instrument classiied as a liabilit are

reported as an expense or income. Distributions to holders o inancial instruments classiied as equit are

charged directl to equit.

Financial instruments are oset when the Group has a legall enorceable right to oset and intends to settle

either on a net basis or to realise the asset and settle the liabilit simultaneousl.

A inancial instrument is recognised initiall, at its air value plus, in the case o a inancial instrument not at air

value through proit or loss, transaction costs that are directl attributable to the acquisition or issue o the

inancial instrument.

Financial instruments recognised in the statements o inancial position are disclosed in the individual polic

statement associated with each item.

(i) Financial Assets

The Group classiies its inancial assets in the ollowing categories: at air value through proit and loss,

held-to-maturit, loans and receivables, and available-or-sale. The classiication depends on the nature o the

asset and the purpose or which the assets were acquired. Management determines the classiication o its

inancial assets at initial recognition and in the case o assets classiied as held-to-maturit, re-evaluates this

designation at each reporting date.

● Financial Assets at Fair Value Through Profit or Loss

This categor has two subcategories: inancial assets held or trading, and those designated at air value

through proit or loss at inception. A inancial asset is classiied as held or trading i it is acquiredprincipall or the purpose o selling in the short term. Financial assets designated as at air value through

proit or loss at inception are those that are managed and their perormances are evaluated on a air

value basis, in accordance with a documented Group investment strateg.

Derivatives are also categorised as held or trading unless the are designated as hedges. Assets in this

categor are presented as current assets i the are either held or trading or are expected to be realised

within 12 months ater the reporting date.

As at the end o the inancial ear, there were no inancial assets classiied under this categor.

● Held-to-Maturity Financial Assets

Held-to-maturit inancial assets are non-derivative inancial assets with ixed or determinable paments

and ixed maturities that the Group’s management has the positive intention and abilit to hold to

maturit. I the Group were to sell other than an insigniicant amount o held-to-maturit inancial assets,the whole categor would be tainted and reclassiied as available-or-sale. The are presented as non-

current assets, except or those maturing within 12 months ater the balance sheet date which are

presented as current assets.

As at the end o the inancial ear, there were no inancial assets classiied under this categor.


77


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(d) Financial Instruents (Cont’d)

(i) Financial Assets (Cont’d)

● Loans and Receivables Financial Assets

Loans and receivables are non-derivative inancial assets with ixed or determinable paments that are

not quoted in an active market. The are presented as current assets, except or those expected to be

realised later than 12 months ater the reporting date which are presented as non-current assets. Loans

and receivables are measured at amortised cost using the eective interest method, less an impairment

loss. Interest income is recognised b appling the eective interest rate, except or short-term receivables

when the recognition o interest would be immaterial.

● Available-for-Sale Financial Assets

Available-or-sale inancial assets are non-derivative inancial assets that are either designated in this

categor or not classiied in an o the other categories. The are presented as non-current assets unless

the investment matures or management intends to dispose o the assets within 12 months ater the

reporting date.

Financial assets are derecognised when the rights to receive cash lows rom the inancial assets have

expired or have been transerred and the Group has transerred substantiall all risks and rewards o

ownership. On disposal o a inancial asset, the dierence between the carring amount and the sale

proceeds is recognised in proit or loss. An amount in other comprehensive income relating to that asset

is reclassiied to proit or loss.

Trade receivables that are actored out to banks and other inancial institutions with recourse to the Group

are not derecognised until the recourse period has expired and the risks and rewards o the receivables have

been ull transerred. The corresponding cash received rom the inancial institutions is recorded as

borrowings.

Financial assets are initiall recognised at air value plus transaction costs except or inancial assets at air

value through proit or loss, which are recognised at air value. Transaction costs or inancial assets at air

value through proit or loss are recognised immediatel as expenses.

(ii) Financial Liabilities

All inancial liabilities are initiall recognised at air value plus directl attributable transaction costs and

subsequentl measured at amortised cost using the eective interest method other than those categorised

as air value through proit or loss.

Fair value through proit or loss categor comprises inancial liabilities that are either held or trading or are

designated to eliminate or signiicantl reduce a measurement or recognition inconsistenc that would

otherwise arise. Derivatives are also classiied as held or trading unless the are designated as hedges.

(iii) Equity Instruments

Ordinar shares are classiied as equit. Incremental costs directl attributable to the issue o new shares

or options are shown in equit as a deduction, net o tax, rom proceeds.

Dividends on ordinar shares are recognised as liabilities when approved or appropriation.

(iv) Redeemable Convertible Preference Shares (“RCPS”)

FRS 132 – Financial Instruments: Presentation requires the Compan as an issuer o a inancial instrument

to classi the instrument either as a liabilit or equit in accordance with the substance o the contractual

arrangement on initial recognition. Consequentl, RCPS, which amongst other conditions are redeemable at

the option o the holder o the RCPS and carr non-cumulative dividend obligations, are classiied as current

liabilities under such circumstances. The RCPS are not entitled to an dividend.


78







(e) Investents in Subsidiaries

Investments in subsidiaries are carried at cost in the statement o inancial position o the Compan, and are

reviewed or impairment at the end o the reporting period i events or changes in circumstances indicate that the

carring values ma not be recoverable.

On the disposal o the investments in subsidiaries, the dierence between the net disposal proceeds and the

carring amounts o the investments is recognised in proit or loss.

(f) Investent in a Jointly Controlled Entity

A jointl controlled entit is a joint venture that involves the establishment o a corporation, partnership or other

entit in which the Group has an interest. A joint venture is a contractual arrangement whereb the Group and

one or more o other parties undertake an economic activit that is subject to joint control, which is the

contractuall agreed sharing o control over an economic activit, and exists onl when the strategic, inancial and

operating decisions relating to the activit require the unanimous consent o the parties sharing control.

An investment in a jointl controlled entit is accounted or using the equit method, whereb the investment is

initiall recognised at cost and adjusted thereater or the post-acquisition change in the Group’s share o net

assets o the jointl controlled entit. The proit or loss o the Group includes its share o the proit or loss o

the jointl controlled entit.

I the Group’s share o losses o a jointl controlled entit equals or exceeds its interest in the jointl controlled

entit, the Group discontinues recognising its share o urther losses. The interest in a jointl controlled entit is

the carring amount o the investment in the jointl controlled entit under the equit method together with an

long term interests that, in substance, orm part o the Group’s net investment in the jointl controlled entit. Ater

the Group’s interest is reduced to zero, additional losses are provided or, and a liabilit is recognised, onl to

the extent that the Group has incurred legal or constructive obligations or made paments on behal o the jointl

controlled entit.

Unrealised gains on transactions between the Group and the jointl controlled entit are eliminated to the extento the Group’s interest in the jointl controlled entit. Unrealised losses are eliminated unless cost cannot be

recovered.

On the disposal o the investment in a jointl controlled entit, the dierence between the net disposal proceeds

and the carring amount o the investment is recognised in proit or loss.

(g) Equipent

Equipment are initiall recognised at cost and subsequentl carried at cost less accumulated depreciation and

accumulated impairment losses, i an.

The costs o an item o equipment initiall recognised include purchase price and an cost that is directl

attributable to bringing the asset to the location and condition necessar or it to be capable o operating in the

manner intended b management.

Depreciation is calculated using the straight-line method to allocate their depreciable amounts over their estimated

useul lives as ollows:-

Furniture and ittings 10%

Oice equipment 20 – 33.33%

Oice renovation 10%


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(g) Equipent (Cont’d)

The depreciation method, useul lives and residual values are reviewed, and adjusted as appropriate, at the end

o each reporting period to ensure that the amounts, method and periods o depreciation are consistent with

previous estimates and the expected pattern o consumption o the uture economic beneits embodied in the

items o the equipment. The eects o an revision are recognised in proit or loss when the changes arise.

Subsequent expenditure relating to equipment that has alread been recognised is added to the carring amount

o the asset onl when it is probable that uture economic beneits associated with the item will low to the Group

and the cost o the item can be measured reliabl. The carring amount o parts that are replaced is derecognised.

All other repair and maintenance expenses are recognised in proit or loss when incurred.

On disposal o an item o equipment, the dierence between the disposal proceeds and its carring amount is

recognised in proit or loss.

(h) Ipairent

(i) Impairment of Financial Assets

All inancial assets (other than those categorised at air value through proit or loss), are assessed at the

end o each reporting period whether there is an objective evidence o impairment as a result o one or

more events having an impact on the estimated uture cash lows o the asset. For an equit instrument, a

signiicant or prolonged decline in the air value below its cost is considered to be objective evidence o

impairment.

An impairment loss in respect o held-to-maturit investments and loans and receivables inancial assets is

recognised in proit or loss and is measured as the dierence between the asset’s carring amount and the

present value o estimated uture cash lows, discounted at the inancial asset’s original eective interest rate.

An impairment loss in respect o available-or-sale inancial assets is recognised in proit or loss and is

measured as the dierence between its cost (net o an principal pament and amortisation) and its current

air value, less an impairment loss previousl recognised in the air value reserve. In addition, the cumulativeloss recognised in other comprehensive income and accumulated in equit under air value reserve, is

reclassiied rom equit to proit or loss.

With the exception o available-or-sale equit instruments, i, in a subsequent period, the amount o the

impairment loss decreases and the decrease can be related objectivel to an event occurring ater the

impairment was recognised, the previousl recognised impairment loss is reversed through proit or loss to

the extent that the carring amount o the investment at the date the impairment is reversed does not exceed

what the amortised cost would have been had the impairment not been recognised. In respect o available-

or-sale equit instruments, impairment losses previousl recognised in proit or loss are not reversed through

proit or loss. An increase in air value subsequent to an impairment loss made is recognised in other

comprehensive income.

(ii) Impairment of Non-Financial Assets

The carring values o assets, other than those to which FRS 136 – Impairment of Assets does not appl,are reviewed at the end o each reporting period or impairment when there is an indication that these assets

ma be impaired. Impairment is measured b comparing the carring values o the assets with their

recoverable amounts. The recoverable amount o the assets is the higher o the assets’ air value less costs

to sell and their value-in-use, which is measured b reerence to discounted uture cash low.

An impairment loss is recognised in proit or loss immediatel unless the asset is carried at its revalued

amount. An impairment loss o a revalued asset is treated as a revaluation decrease to the extent o a

previousl recognised revaluation surplus or the same asset.


80







(h) Ipairent (Cont’d)

(ii) Impairment of Non-Financial Assets (Cont’d)

In respect o assets other than goodwill, and when there is a change in the estimates used to determine

the recoverable amount, a subsequent increase in the recoverable amount o an asset is treated as a

reversal o the previous impairment loss and is recognised to the extent o the carring amount o the asset

that would have been determined (net o amortisation and depreciation) had no impairment loss been

recognised. The reversal is recognised in proit or loss immediatel, unless the asset is carried at its revalued

amount. A reversal o an impairment loss on a revalued asset is credited to other comprehensive income.

However, to the extent that an impairment loss on the same revalued asset was previousl recognised as

an expense in the statements o comprehensive income, a reversal o that impairment loss is recognised as

income in the statements o comprehensive income.

(i) Cash and Cash Equivalents

Cash and cash equivalents comprise cash in hand, bank balances, ixed deposits with licensed banks, and short-term, highl liquid investments that are readil convertible to known amounts o cash and which are subject to an

insigniicant risk o change in value.

(j) Provisions

Provisions are recognised when the Group has a present obligation as a result o past events, when it is probable

that an outlow o resources emboding economic beneits will be required to settle the obligation, and when a

reliable estimate o the amount can be made. Provisions are reviewed at the end o each reporting period and

adjusted to relect the current best estimate. Where the eect o the time value o mone is material, the

provision is the present value o the estimated expenditure required to settle the obligation.

(k) Incoe Taxes

Current income tax or current and prior periods is recognised at the amount expected to be paid to or recovered

rom the tax authorities, using the tax rates and tax laws that have been enacted or substantivel enacted b the

reporting date.

Deerred income tax is recognised or all temporar dierences arising between the tax bases o assets and

liabilities and their carring amounts in the inancial statements except when the deerred income tax arises rom

the initial recognition o goodwill or an asset or liabilit in a transaction that is not a business combination and

aects neither accounting nor taxable proit or loss at the time o the transaction.

A deerred income tax liabilit is recognised on temporar dierences on investments in subsidiaries, except where

the Group is able to control the timing o the reversal o the temporar dierence and it is probable that the

temporar dierence will not reverse in the oreseeable uture.

A deerred income tax asset is recognised to the extent that it is probable that uture taxable proit will be

available against which the deductible temporar dierences and tax losses can be utilised.

Deerred income tax is measured:-

(i) at the tax rates that are expected to appl when the related deerred income tax asset is realised or the

deerred tax liabilit is settled, based on tax rates and tax laws that have been enacted or substantivel

enacted b the reporting date; and

(ii) based on the tax consequence that will ollow rom the manner in which the Group expects, at the reporting

date, to recover or settle the carring amounts o its assets and liabilities.

Current and deerred income taxes are recognised as income or expense in proit or loss, except to the extent

that the tax arises rom a business combination is or a transaction which is recognised directl in equit. Deerred

tax arising rom business combination is adjusted against goodwill on acquisition, i an.


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(l) Eployee Benefits

Emploee beneits are recognised as an expense, unless the cost qualiies to be capitalised as an asset.

(i) Short-term Benefits

Wages, salaries, paid annual leave and sick leave, bonuses and non-monetar beneits are recognised in

proit or loss in the period in which the associated services are rendered b emploees o the Group.

A provision is made or the estimated liabilit or annual leave as a result o services rendered b emploees

up to the reporting date.

(ii) Defined Contribution Plans

Deined contribution plans are post-emploment beneit plans under which the Group pas ixed contributions

into separate entities such as the Emploee Provident Fund on a mandator, contractual or voluntar basis.

The Group has no urther pament obligations once the contributions have been paid.

() Revenue

(i) Project Management, Technical and Other Services

Revenue is recognised upon the rendering o the project management, technical and other services relating

to the oil and gas exploration and production industr, and when the outcome o the transaction can be

reliabl measured.

(ii) Interest Income

Interest income is recognised on an accrual basis.

(n) Related Parties

A part is related to an entit i:-

(i) directl, or indirectl through one or more intermediaries, the part:-

● controls, is controlled b, or is under common control with, the entit (this includes parents, subsidiaries

and ellow subsidiaries);● has an interest in the entit that gives it signiicant inluence over the entit; or● has joint control over the entit;

(ii) the part is an associate o the entit;

(iii) the part is a joint venture in which the entit is a venturer;

(iv) the part is a member o the ke management personnel o the entit or its parent;

(v) the part is a close member o the amil o an individual reerred to in (i) or (iv);

(vi) the part is an entit that is controlled, jointl controlled or signiicantl inluenced b, or or which signiicant

voting power in such entit resides with, directl or indirectl, an individual reerred to in (iv) or (v); or

(vii) the part is a post-emploment beneit plan or the beneit o emploees o the entit, or o an entit that

is a related part o the entit.

Close members o the amil o an individual are those amil members who ma be expected to inluence, or be

inluenced b, that individual in their dealings with the entit.

(o) Operating Segents

An operating segment is a component o the Group that engages in business activities rom which it ma earn

revenues and incur expenses, including revenues and expenses that relate to transactions with an o the Group’s

other components. An operating segment’s operating results are reviewed regularl b the chie operating decision

maker to make decisions about resources to be allocated to the segment and assess its perormance, and or

which discrete inancial inormation is available.


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5. Investents In Subsidiaries

The Copany

2012

Rm

2011

Rm

Unquoted shares in Malasia, at cost 169,862,008 –

The details o the subsidiaries are as ollows:-

Nae of Copany Principal Activities

Country of

Incorporation

Effective Equity

Interest

2012 2011

Gul Hibiscus Limited(“Gulf Hibiscus”) Investment holding Malasia 100% –

Hibiscus Oilield Services Limited

(“Hibiscus Oilfield”)

Provision o project management,

technical and other services

Malasia 100% –

Orient Hibiscus Sdn. Bhd.

(“Orient Hibiscus”)

Dormant Malasia 100% –

6. Investent In A Jointly Controlled Entity

The Group

2012

Rm

Unquoted shares outside Malasia, at cost 12,258,000

Investment in a jointl controlled entit o the Group represents a 3.1% equit interest in Lime Petroleum Plc (“ Lie”)

pursuant to the ulillment o all Tranche One conditions as set out in the conditional share subscription agreement

dated 24 October 2011 between Gul Hibiscus and Lime. The status o the qualiing acquisition is disclosed in Note

26(b) o the inancial statements.

As the Group has the abilit to exercise signiicant inluence over Lime since November 2011 through its representation

on the board o Lime, which requires unanimous consent o the parties sharing control regardless o the equit interest

held, the Group has classiied its investment in Lime as an investment in a jointl controlled entit. However, as at

31 March 2012, the Group has not recognised its post-acquisition change in its share o net assets in Lime as the

impact has been assessed to be immaterial.


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7. Equipent

The Group/The Copany

At

1.4.2011

Rm

Additions

Rm

Depreciation

Charge

Rm

At

31.3.2012

Rm

Net Book Value

Furniture and ittings – 120,028 (10,075) 109,953

Oice equipment 6,063 501,094 (92,477) 414,680

Oice renovation – 148,060 (12,937) 135,123

6,063 769,182 (115,489) 659,756

At

1.4.2010Rm

AdditionRm

Depreciation

ChargeRm

At

31.3.2011Rm

Net Book Value

Oice equipment – 6,420 (357) 6,063


At Cost

Rm

Accuulated

Depreciation

Rm

Net Book

Value

Rm

At 31.3.2012

Furniture and ittings 120,028 (10,075) 109,953

Oice equipment 507,514 (92,834) 414,680Oice renovation 148,060 (12,937) 135,123

775,602 (115,846) 659,756

At 31.3.2011

Oice equipment 6,420 (357) 6,063


84






8. Aounts Owing By/(To) Subsidiaries

The Copany

2012

Rm

2011

Rm

Amounts owing b subsidiaries:-

Current

Trade 814,919 –

Non-trade 1,027,980 –

1,842,899 –

Amounts owing to subsidiaries:-

Current Non-trade (156,289,500) –

The trade balance is receivable on demand and is to be settled in cash.

The non-trade balances represent unsecured interest-ree advances and paments made on behal. The amounts owing

are receivable or repaable on demand and are to be received or settled in cash.

9. Aounts Owing By A Jointly Controlled Entity/(To) Related Parties


2012

Rm

2012

Rm

2011

Rm

Amount owing b a jointl controlled entit:-

Current

Trade 1,854,930 – –

Amounts owing to related parties:-

Current

Non-trade – – (3,000,000)

The amount owing b a jointl controlled entit is in relation to the provision o project management, technical and

other services relating to the oil and gas exploration and production industr. The amount is unsecured and is to be

settled in cash.

In the previous inancial ear, the amount owing to related parties was unsecured, interest-ree and was advanced to

the Compan to dera expenses prior to the Compan’s listing. In the event that the Compan’s listing exercise had

not been successul, the amount owing would have been waived b the related parties. As the Compan’s listing

exercise was successul, the amount owing was subsequentl capitalised into ordinar shares with detachable warrants.

10. Fixed Deposits With Licensed Banks

The weighted average eective interest rate o the ixed deposits with licensed banks o the Group and o the Compan

at the end o the reporting period is 3.4% (2011: 3.0%) per annum. The ixed deposits have a maturit period o 30

das (2011: 30 das).


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11. Share Capital

The movements in the authorised share capital o the Compan are as ollows:-

2012 2011

Par Value

Rm

Nuber

Of Shares

Share Capital

Rm

Par Value

Rm

Nuber

Of Shares

Share Capital

Rm

ORDINARY SHARES

At 1.4.2011/2010 0.01 89,000,000 890,000 1.00 1,000,000 1,000,000

Increase during the

financial year 0.01 2,311,000,000 23,110,000 – – –

Sub-division of the par value

of ordinary shares of RM1.00

each into RM0.01 each – – - 0.01 99,000,000 –

Divided into RCPS – – – 0.01 (11,000,000) (110,000)

At 31.3.2012/2011 0.01 2,400,000,000 24,000,000 0.01 89,000,000 890,000

The movements in the issued and paid-up share capital o the Compan are as ollow:-

2012 2011

Par Value

Rm

Nuber

Of Shares

Share Capital

Rm

Par Value

Rm

Nuber

Of Shares

Share Capital

Rm

ORDINARY SHARES

At 1.4.2011/2010 0.01 200 2 1.00 2 2

Capitalisation of initial

investors’ utilisation amountand subscription by initial

investors 0.01 22,222,222 222,222 – – –

Public Issue 0.01 312,214,300 3,122,143 – – –

Conversion of RCPS 0.01 83,611,200 836,112 – – –

Sub-division of the par value

of ordinary shares of RM1.00

each into RM0.01 each – – – 0.01 198 –

At 31.3.2012/2011 0.01 418,047,922 4,180,479 0.01 200 2

During the inancial ear,

(a) the Compan increased its authorised capital rom 89,000,000 ordinar shares to 2,400,000,000 ordinar shares

o RM0.01 each.

(b) the Compan increased its issued and paid-up share capital rom RM2 to RM4,180,479 b wa o the ollowing:-

(i) conversion o 8,361,120 RCPS into 83,611,200 new ordinar shares o RM0.01 each;

(ii) capitalisation o initial investors’ utilisation amount into 6,666,667 new ordinar shares o RM0.01 each at

an issue price o RM0.45 per share;

(iii) subscription b the initial investors o 15,555,555 new ordinar shares o RM0.01 each at an issue price

o RM0.45 per share; and

(iv) Public Issue o 312,214,300 new ordinar shares o RM0.01 each at an issue price o RM0.75 per share.

The new ordinar shares issued rank pari passu in all respects with the existing shares o the Compan.


86






11. Share Capital (Cont’d)

Warrants

Salient ters of Warrants-A

The Warrants-A were issued in registered orm and are constituted b the Warrants-A Deed Poll. The Warrants-A are

listed on the Main Market o Bursa Malasia and are exercisable antime during the period commencing rom 18 April

2012 up to 24 Jul 2014.

Total issued : 334,436,522

Exercise price : RM0.50 per Warrant-A

As at 31 March 2012, all Warrants-A remained unexercised.

Salient ters of Warrants-B

The Warrants-B were issued in registered orm and are constituted b the Warrants-B Deed Poll. The Warrants-B are

not listed and are exercisable antime during the period commencing rom 18 April 2012 up to 24 Jul 2014.

Total issued : 83,611,200

Exercise price : RM0.10 per Warrant-B

As at 31 March 2012, all Warrants-B remained unexercised.

Note:-

The Warrants-B are held by Hibiscus Upstream, a company set up to hold ordinary shares of RM0.01 each and Warrants-B of the Company on

behalf of the Company’s Non-Independent Directors and management team. Presently, there is a 50% moratorium imposed on the sale, transfer or

assignment of shares and Warrants-B held by Hibiscus Upstream, which expires on 17 April 2013.

The ordinar shares issued rom the exercise o warrants shall rank pari passu in all respects with the existing issued

ordinar shares o the Compan except that the shall not be entitled to an dividends, distributions, rights, allotments

and/or an other orms o distribution where the entitlement date o which precedes the relevant date o the allotment

and issuance o the new shares arising rom the exercise o warrants.

12. Other Reserves

(a) Share Preiu

The movements in the share premium o the Group and o the Compan are as ollows:-


2012

Rm

2011

Rm

At 1.4.2011/2010 – –

Capitalisation o initial investors’ utilisation amount and subscription

b initial investors

3,111,111 –

Public Issue 137,374,292 –

140,485,403 –

Share issuance costs (3,269,257) –

At 31.3.2012/2011 137,216,146 –

The share premium is not distributable b wa o dividends and ma be utilised in the manner set out in Section

60(3) o the Companies Act, 1965.


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12. Other Reserves (Cont’d)

(b) Warrant Reserve

The movements in the warrant reserve o the Group and o the Compan are as ollows:-


2012

Rm

2011

Rm

At 1.4.2011/2010 – –

Capitalisation o initial investors’ utilisation amount

and subscription b initial investors 6,666,667 –

Public Issue 93,664,290 –

100,330,957 –

Share issuance costs (2,179,505) –

At 31.3.2012/2011 98,151,452 –

The warrant reserve arose rom the allocation o proceeds received rom the initial investors and Public Issue b

reerence to the air value o the Warrants, amounting to RM0.30 per Warrant and net o share issuance costs

incurred in relation to the listing exercise.

(c) Foreign Exchange Reserve

The oreign exchange reserve arose rom the translation o the inancial statements o subsidiaries in Labuan and

is not distributable b wa o dividends.

13. Deferred Tax Liabilities


2012

Rm

2011

Rm

At 1.4.2011/2010 – –

Recognised in proit or loss (Note 17) 41,000 –

At 31.3.2012/2011 41,000 –

The deerred tax liabilities are attributable to the ollowing:-

Accelerated capital allowances over depreciation 84,000 –

Provision or unutilised annual leave (43,000) –

41,000 –


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14. RCPS


2012 2011

Par Value

Rm

Nuber

Of Shares

Share Capital

Rm

Par Value

Rm

Nuber

Of Shares

Share Capital

Rm

AUTHORISED

At 1.4.2011/2010 0.01 11,000,000 110,000 – – –

Divided from ordinary shares – – – 0.01 11,000,000 110,000

Increase during the financial

year 0.01 89,000,000 890,000 – – –

At 31.3.2012/2011 0.01 100,000,000 1,000,000 0.01 11,000,000 110,000

ISSUED AND PAID-UP

At 1.4.2011/2010 0.01 10,555,000 105,550 – – –

Issued and paid-up during

the inancial ear – – – 0.01 10,555,000 105,550

Conversion o RCPS during

the inancial ear 0.01 (8,361,120) (83,611) – – –

At 31.3.2012/2011 0.01 2,193,880 21,939 0.01 10,555,000 105,550

SHARE PREmIUm

At 1.4.2011/2010 949,950 –

Addition during

the inancial ear – 949,950

Conversion o RCPS

during the inancial ear (752,501) –

At 31.3.2012/2011 197,449 949,950

Total liabilit component

o RCPS 219,388 1,055,500

The RCPS are classiied as current liabilities as the RCPS are redeemable at the option o the RCPS holders. The

remaining RCPS are not convertible into ordinar shares o the Compan.

The principal terms o the RCPS are as ollows:-

(a) Dividend Rights The RCPS are not entitled to an dividend.

(b) Convertibilit The RCPS were convertible on the basis o 1 RCPS: 10 ordinar shares with 10 Warrants-B

(“Shares”). Ater receipt o the approval rom the Securities Commission (“SC”) or the

Initial Public Oering (“IPO”), 5,557,000 RCPS were converted into Shares o the Compan.

Pursuant to the IPO, 2,804,120 RCPS were converted into such number o Shares so that

the holder held a total number o Shares equivalent to 20% o the enlarged issued and

paid-up ordinar share capital o the Compan as at the date o listing. Other than as

stated above, the holder is not entitled to convert an additional RCPS into ordinar shares

o the Compan.


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14. RCPS (Cont’d)

The principal terms o the RCPS are as ollows (Cont’d):-

(c) Redeemabilit Subject to compliance with the requirements o Section 61 o the Companies Act 1965

(“Act”), all RCPS (unless earlier converted into Shares) shall be ull redeemable at the

option o the holder, at the Redemption Price:

(a) on the date alling 12 months ater the date o issue o the RCPS i the approval

rom the SC is not received b the Compan b then; or

(b) on the date alling 14 business das ater the Compan’s receipt o an letter rom the

SC rejecting or stating its non-approval o the Compan’s application or the IPO; or

(c) on an date ater the Listing;

whichever occurs irst.

The Compan shall use its reasonable endeavours to ensure that it has suicient unds

(whether through proits or a new issue o shares or otherwise), which can be lawull

applied towards redemption o the RCPS at the relevant time.

No RCPS redeemed b the Compan shall be capable o reissue.

(d) Redemption Price RM0.10 per RCPS

(e) Voting Rights The RCPS shall entitle the holder to the voting rights as reerred to in Section 148 (2) o

the Act and, to the ullest extent permitted b the Act in relation to preerence shares, all

other statutor voting rights.

() Status The RCPS is not listed or quoted on an stock exchange.

15. Revenue


2012

Rm

2012

Rm

2011

Rm

Project management, technical and other services ees 1,848,761 814,919 –

Interest income 6,112,381 6,112,381 15,409

7,961,142 6,927,300 15,409

Revenue represents interest income rom ixed deposits and ees rom the provision o project management, technical

and other services relating to the oil and gas exploration and production industr. Revenue is recognised on an accrual

basis.


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16. Loss Before Taxation


2012

Rm

2012

Rm

2011

Rm

Loss beore taxation is arrived at ater charging/(crediting):-

Audit ee

– or the inancial ear 57,596 40,000 5,000

– underprovision in the previous inancial ear 3,000 3,000 –

– others 8,000 8,000 5,000

Depreciation o equipment 115,489 115,489 357

Directors’ remuneration

– ees 24,000 24,000 2,000

– salaries 739,284 739,284 184,821

– deined contribution plan 88,716 88,716 22,179

– other beneits 48,575 48,575 –

Listing expenses 216,456 216,456 306,576

Qualiing Acquisition expenses 5,706,297 5,706,297 –

Rental expenses 127,628 127,628 5,801

Sta costs

– salaries 3,080,756 2,245,446 280,108


– other beneits 123,615 123,615 –

Unrealised loss on oreign exchange 11,702 3,523 –

lnterest income (6,112,381) (6,112,381) (15,409)

17. Incoe Tax Expense


2012

Rm

2012

Rm

2011

Rm

Current tax:-

– Malasian tax 481,270 479,352 –

– underprovision in the previous inancial ear 3,660 3,660 –

484,930 483,012 –

Deerred tax (Note 13):-

– relating to originating and recognition o temporar dierences 41,000 41,000 –

525,930 524,012 –


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17. Incoe Tax Expense (Cont’d)

A reconciliation o income tax expense applicable to the loss beore taxation at the statutor tax rate to income tax

expense at the eective tax rate o the Group and the Compan is as ollows:-


2012

Rm

2012

Rm

2011

Rm

Loss beore taxation (4,358,315) (4,397,085) (1,193,890)

Tax at the statutor tax rate o 25% (1,089,579) (1,099,271) (298,473)

Tax eects o:-

Non-deductible expenses 1,611,849 1,619,623 298,473Underprovision in the previous inancial ear 3,660 3,660 –

Income tax expense or the inancial ear 525,930 524,012 –

18. Loss Per Share

The basic loss per share or the inancial ear ended 31.3.2012 is arrived at b dividing the Group’s loss attributable

to the owners o the Compan o RM4,884,245 b the weighted average number o ordinar shares in issue during

the inancial ear o 142,592,714 shares.

The ull diluted loss per share or the Group in the current inancial ear was not presented as the assumed conversion

rom the exercise o Warrants-A and Warrants-B would be anti-dilutive.

19. Cash And Cash Equivalents

For the purpose o the statements o cash lows, cash and cash equivalents comprise the ollowing:-


2012

Rm

2012

Rm

2011

Rm

Fixed deposits with licensed banks (Note 10) 50,016,303 50,016,303 2,303,649


218,523,999 218,483,592 2,516,394


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20. Directors’ Reuneration

(a) The aggregate amounts o emoluments received and/or receivable b directors o the Group and o the Compan

during the inancial ear are as ollows:-


2012

Rm

2012

Rm

2011

Rm

Executive director:

Salaries 739,284 739,284 184,821

Deined contribution plan 88,716 88,716 22,179

Other beneits 48,575 48,575 –

876,575 876,575 207,000

Non-executive directors:Fees 24,000 24,000 2,000

900,575 900,575 209,000

(b) Details o directors’ emoluments o the Group and o the Compan received/receivable or the inancial ear in

bands o RM50,000 are as ollows:-


2012 2011

Executive director:-

RM200,001 – RM250,000

RM850,001 – RM900,000

–

1

1

–

Non-executive directors:-

Below RM50,000 2 2

3 3

21. Related Party Disclosures

(a) Identities o related parties

The related parties are:-

(i) its subsidiaries and a jointl controlled entit as disclosed in Note 5 and Note 6 to the inancial statements;

and

(ii) the directors/oicers who are the ke management personnel.


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21. Related Party Disclosures (Cont’d)

(b) In addition to the inormation detailed elsewhere in the inancial statements, the Group and the Compan carried

out the ollowing signiicant transactions with the related parties during the inancial ear:-


2012

Rm

2012

Rm

2011

Rm

Project management, technical and other ees

receivable rom:-

– a subsidiar – 814,919 –

– a jointl controlled entit 1,848,761 – –

(c) Ke management personnel compensation


2012

Rm

2012

Rm

2011

Rm

Short term beneits:-

Included under Director’s remuneration

– salaries 739,284 739,284 184,821


– other beneits 48,575 48,575 –

Included under sta costs

– salaries 1,638,736 1,638,736 280,108


– other beneits 92,148 92,148 –

22. Operating Segents

Operating segments are presented in respect o the Group’s business and geographical segments. The primar ormat,

business segment, is based on the Group’s management and internal reporting structure. Pursuant to the Project

Management and Technical Services Agreement signed between Hibiscus Oilield and Lime on 24 October 2011, the

ees paable to Hibiscus Oilield in consideration or the project management, technical and other services to the Lime

Group is on an actual cost basis plus a margin o 7%.

Business segentsThe activities o the Group are in the ollowing main business segments:-

(i) Project Management Provision o project management, technical and other services relating to the oil and gas

exploration and production industr

(ii) Investment holding Investment in companies owning/operating oil and gas concessions


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22. Operating Segents (Cont’d)

Geographical segents

The Group has activities in the ollowing principal geographical areas:-

(i) Malasia Investment in companies owning/operating oil and gas concessions

(ii) Overseas Provision o project management, technical and other services relating

to the oil and gas exploration and production industr

In presenting inormation on the basis o geographical segments, segment revenue is based on the geographical

location o the customers. Segment assets are based on the geographical location o assets.

(a) By Business Segents

2012

Project

manageentRm

Investent

HoldingRm

EliinationRm

GroupRm

REVENUE

Project management, technical

and other services ees

– rom external customer 1,848,761 – – 1,848,761

– inter-segment – 814,919 (814,919) –

Interest income – 6,112,381 – 6,112,381

Consolidated revenue 1,848,761 6,927,300 (814,919) 7,961,142

RESULTS

Segment results 133,273 (10,603,969) – (10,470,696)Interest income – 6,112,381 – 6,112,381

Consolidated proit/(loss) beore taxation 133,273 (4,491,588) – (4,358,315)

Income tax expense (525,930)

Consolidated loss ater taxation (4,884,245)

ASSETS

Consolidated total assets 1,879,329 233,441,885 (1,807,350) 233,513,864

LIABILITIES

Segment liabilities 1,817,080 837,153 (1,807,350) 846,883

Unallocated liabilities 522,277

Consolidated total liabilities 1,369,160

OTHER INFORmATION

Capital expenditure – 769,182 – 769,182

Depreciation o equipment – 115,489 – 115,489

Unrealised loss on oreign exchange 8,179 3,523 – 11,702


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22. Operating Segents (Cont’d)

(a) By Business Segents (Cont’d)

2011

Project

manageent

Rm

Investent

Holding

Rm

Eliination

Rm

Group

Rm

REVENUE

Interest income – 15,409 – 15,409

Consolidated revenue – 15,409 – 15,409

RESULTS

Segment results – (1,209,299) – (1,209,299)

Interest income – 15,409 – 15,409

Consolidated loss ater taxation – (1,193,890) – (1,193,890)

ASSETS

Consolidated total assets – 2,934,252 – 2,934,252

LIABILITIES

Consolidated total liabilities – 4,139,023 – 4,139,023

OTHER INFORmATIONCapital expenditure – 6,420 – 6,420

Depreciation o equipment – 357 – 357

(b) By Geographical Segents

Revenue Non-Current Assets

2012

Rm

2011

Rm

2012

Rm

2011

Rm

Malasia 6,112,381 15,409 659,756 6,063

Isle o Man 1,848,761 – – –

7,961,14215,409

659,7566,063

23. Capital Coitents


2012

Rm

2012

Rm

2011

Rm

Approved and contracted or:-

Purchase o sotware 76,092 76,092 –


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24. Operating Lease Coitents

The uture minimum lease paments under the non-cancellable operating leases are as ollows:-


2012

Rm

2011

Rm

Within one ear 237,300 127,628

Later than one ear but not later than ive ears 341,171 284,261

578,471 411,889

25. Financial Instruents

The Group’s activities are exposed to a variet o market risks (including oreign currenc risk, interest rate risk and

equit price risk), credit risks and liquidit risks. The Group’s overall inancial risk management polic ocuses on the

unpredictabilit o inancial markets and seeks to minimise potential adverse eects on the Group’s inancial perormance.

(a) Financial Risk manageent Policies

The Group’s policies in respect o the major areas o treasur activit are as ollows:-

(i) market Risk

Foreign Currency Risk

The Group is exposed to oreign currenc risk on transactions and balances that are denominated in

currencies other than Ringgit Malasia. The currencies giving rise to this risk are primaril United States

Dollar. Foreign currenc risk is monitored closel on an on-going basis to ensure that the net exposure is at

an acceptable level.

The Group’s exposure to oreign currenc is as ollows:-

The Group

United

States Dollar

Rm

Ringgit

malaysia

Rm

Total

Rm

2012

Financial assets

Amount owing b a jointl controlled entit 1,854,930 – 1,854,930

Other receivables and deposits – 73,400 73,400

Fixed deposits with licensed banks – 50,016,303 50,016,303

Cash and bank balances 156,336,016 12,171,680 168,507,696

158,190,946 62,261,383 220,452,329

Financial liabilities

RCPS – 219,388 219,388


14,645 832,238 846,883

Net inancial assets 158,176,301 61,429,145 219,605,446

Less: Net inancial assets denominated in the

respective entities’ unctional currencies (1,880,690) (61,429,145) (63,309,835)

156,295,611 – 156,295,611


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25. Financial Instruents (Cont’d)

(a) Financial Risk manageent Policies (Cont’d)

(i) market Risk (Cont’d)

Foreign Currency Risk (Cont’d)

The Copany

United States

Dollar

Rm

Ringgit

malaysia

Rm

Total

Rm

2012

Financial assets

Other receivables and deposits – 73,400 73,400

Amounts owing b subsidiaries – 1,842,899 1,842,899

Fixed deposits with licensed banks – 50,016,303 50,016,303

Cash and bank balances 156,295,611 12,171,678 168,467,289

156,295,611 64,104,280 220,399,891


RCPS – 219,388 219,388

Amount owing to a subsidiar 156,289,500 – 156,289,500

Other paables and accruals – 609,850 609,850

156,289,500 829,238 157,118,738

Net inancial assets 6,111 63,275,042 63,281,153

Less: Net inancial assets denominated in the

respective entities’ unctional currenc – (63,275,042) (63,275,042)

6,111 – 6,111

In the previous inancial ear, the Compan does not have an material oreign currenc transactions, assets

or liabilities and hence is not exposed to an signiicant or material currenc risks.

Foreign currency risk sensitivity analysis

The ollowing table details the sensitivit analsis to a reasonabl possible change in the oreign currencies

as at the end o the inancial ear, with all other variables held constant:-


2012

Increase/

(Decrease)

Rm

2012

Increase/

(Decrease)

Rm

2011

Increase/

(Decrease)

Rm

Effects on loss after taxation

United States Dollar:

– strengthened b 5% 7,814,781 306 –

– weakened b 5% (7,814,781) (306) –

Effects on equity

United States Dollar:

– strengthened b 5% 7,814,781 306 –

– weakened b 5% (7,814,781) (306) –


98








(i) market Risk (Cont’d)

Interest Rate Risk

The Compan does not have an interest-bearing borrowings and hence is not exposed to interest rate risk.

Surplus unds are placed with licensed inancial institutions at the most avourable interest rates.

Equity Price Risk

The Compan does not have an quoted investments and hence is not exposed to equit price risk.

(ii) Credit Risk

The Group’s exposure to credit risk, or the risk o counterparties deaulting, arises mainl rom trade and

other receivables. The Group manages its exposure to credit risk b monitoring the timel receipt o

receivables on an on-going basis. For other inancial assets (including cash and bank balances), the Group

minimises credit risk b dealing exclusivel with high credit rating counterparties.

Impairment is estimated b management based on prior experience and the current economic environment.

Credit risk concentration profile

The Group’s major concentration o credit risk relates to the amount owing b a related part which

constituted 99% o its total receivables as at the end o the inancial ear.

Exposure to credit risk

As the Group does not hold an collateral, the maximum exposure to credit risk is represented b the carring

amount o the inancial assets as at the end o the inancial ear.

The exposure o credit risk or trade balances owing b a jointl controlled entit b geographical region is

as ollows:-


2012

Rm

2012

Rm

2011

Rm

Isle o Man 1,854,930 – –

Ageing analysis

The ageing analsis o the Group’s trade balances owing b a jointl controlled entit at the end o the

reporting period is as ollows:-

The Group

Gross

AountRm

Carrying

ValueRm

2012

Not past due 1,854,930 1,854,930

The Group uses ageing analsis to monitor the credit qualit o the trade receivables. An receivables having

signiicant balances past due or more than 30 das, which are deemed to have higher credit risk, are

monitored closel.

In the previous inancial ear, the Compan did not have an exposure to credit risk, or the risk o

counterparties deaulting, arising rom receivables.


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(iii) Liquidity Risk

Liquidit risk arises mainl rom general unding and business activities. The Group practises prudent risk

management b maintaining suicient cash balances.

The ollowing table sets out the maturit proile o the inancial liabilities as at the end o the inancial ear

based on contractual undiscounted cash lows:-

The Group

Carrying

Aount

Rm

Contractual

Undiscounted

Cash Flows

Rm

Within

1 Year

Rm

2012

RCPS 219,388 219,388 219,388


846,883 846,883 846,883

The Copany

Carrying

Aount

Rm

Contractual

Undiscounted

Cash Flows

Rm

Within

1 Year

Rm

2012

RCPS 219,388 219,388 219,388


Amount owing to a subsidiar 156,289,500 156,289,500 156,289,500

157,118,738 157,118,738 157,118,738

The Copany

Carrying

Aount

Rm

Contractual

Undiscounted

Cash Flows

Rm

Within

1 Year

Rm

2011

RCPS 1,055,500 1,055,500 1,055,500

Other paables and accruals 83,523 83,523 83,523Amounts owing to related parties 3,000,000 3,000,000 3,000,000

4,139,023 4,139,023 4,139,023


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(b) Capital Risk manageent

The Group manages its capital to ensure that entities within the Group will be able to maintain an optimal capital

structure so as to support their businesses and maximise shareholders’ value. To achieve this objective, the Group

ma make adjustments to the capital structure in view o changes in economic conditions, such as adjusting the

amount o dividend pament, returning o capital to shareholders or issuing new shares.

The debt-to-equit ratio o the Group as at the end o the inancial ear is not presented as its cash and cash

equivalents exceeded the total debts.

Under the requirement o Bursa Malasia Practice Note No. 17/2005, the Compan is required to maintain a

consolidated shareholders’ equit (total equit attributable to owners o the Compan) equal to or not less than

the 25% o the issued and paid-up share capital (excluding treasur shares) and such shareholders’ equit is not

less than RM40 million. The Compan has complied with this requirement.

(c) Classification of Financial Instruents


2012

Rm

2012

Rm

2011

Rm

Financial assets

Loans and receivables inancial assets

Other receivables and deposits 73,400 73,400 37,308

Amounts owing b subsidiaries – 1,842,899 –

Amount owing b a jointl controlled entit 1,854,930 – –

Fixed deposits with licensed banks 50,016,303 50,016,303 2,303,649


220,452,329 220,399,891 2,553,702


Other inancial liabilities


RCPS 219,388 219,388 1,055,500

Amounts owing to related parties – – 3,000,000

Amount owing to a subsidiar – 156,289,500 –

846,883 157,118,738 4,139,023

(d) Fair Values of Financial Instruents

All inancial instruments are carried at amounts not materiall dierent rom their air values as at 31 March 2012.

Fair value estimates are made at a speciic point in time and based on relevant market inormation and

inormation about the inancial instruments. These estimates are subjective in nature, involve uncertainties and

matters o signiicant judgement and thereore cannot be determined with precision. Changes in assumptions could

signiicantl aect the estimates.

(e) Fair Value Hierarchy

As at 31 March 2012, there were no inancial instruments carried at air values.


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26. Significant Events During/Subsequent To The Financial Year

(a) LISTING OF HIBISCUS PETROLEUm BERHAD

The Compan was listed on the Main Market o Bursa Malasia on 25 Jul 2011 as a Special Purpose Acquisition

Compan.

The Compan had raised a total o RM11 million prior to its IPO and RM234 million rom its IPO exercise.

(b) QUALIFYING ACQUISITION

Execution of agreeents

The Compan executed the ollowing agreements relating to its Qualiing Acquisition on 24 October 2011:-

● A conditional share subscription agreement (“SSA”) between Gul Hibiscus and Lime to subscribe or

76,923,077 new shares in Lime (“Lie Shares”), representing 27.2% o the enlarged issued and paid-up share

capital o Lime, or a cash consideration o USD50 million*. The consideration o USD50 million was paable

in two tranches, namel USD4 million under Tranche One and USD46 million under Tranche Two upon

ulillment o the respective Tranche One and Tranche Two conditions.

● A conditional share purchase agreement (“SPA”) between Gul Hibiscus and Rex Oil & Gas Ltd (“Rex”) or Gul

Hibiscus to acquire 22,153,846 Lime Shares rom Rex representing 7.8% o the enlarged issued and paid-up

share capital o Lime or a cash consideration o USD5 million*. Upon receipt o independent conirmation o

commercial discover o a well no later than 2013, a discover bonus amount o USD5 million would also be

paable to Rex.

(Collectivel, the SSA and SPA shall hereinater be reerred to as the “Lie Acquisition”).

* The total actual consideration paid in RM amounted to RM169.9 million.

In conjunction with the Lime Acquisition, on the same date:-

● Gul Hibiscus had entered into a shareholders’ agreement with Rex, Schroder & Co Banque S.A and Lime; and

● Hibiscus Oilield had entered into a project management and technical services agreement with Lime or

Hibiscus Oilield to provide project management, technical and other services to Lime in relation to Lime’s

existing and uture oil and gas concessions in the Middle East region.

At the time o the execution o these agreements, Lime had controlling interests in 3 concession companies with

concession rights in the ollowing oshore oil and gas exploration assets:

● RAK North Oshore Concession in Ras Al Khaimah (“RAK”), United Arab Emirates (“UAE”);

● Oshore Sharjah East Coast Concession in Sharjah, UAE; and

● Block 50 Concession Area in the Sultanate o Oman.

Pursuant to the ulillment o all Tranche One conditions as set out in the SSA and the pament o the Tranche

One amount o USD4 million, 6,605,128 new shares in Lime representing 3.1% o the then issued and paid-up

share capital o Lime, were issued to Gul Hibiscus on 8 November 2011.

Copletion of Qualifying Acquisition

The Lime Acquisition was approved b the SC on 16 Februar 2012, and b the shareholders o the Compan at

the Extraordinar General Meeting held on 21 March 2012.

Following the ulillment o the last condition precedent under the SSA and SPA, being a ourth concession secured

b Lime on 10 April 2012, as disclosed in Note 26(c) to the inancial statements, the Lime Acquisition was

completed on 18 April 2012.

Pursuant to the achievement o this milestone, the Compan transormed into a ull-ledged oil and gas exploration

and production compan on the Main Market o Bursa Malasia.


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26. Significant Events During/Subsequent To The Financial Year (Cont’d)

(c) SIGNIFICANT CORPORATE DEVELOPmENTS UNDER LImE AFTER EXECUTION OF QUALIFYING ACQUISITION

AGREEmENTS

(i) Fourth Concession Secured in the middle East Region

On 10 April 2012, Lime secured a ourth concession in the Middle East region, namel the RAK Onshore

Concession located onshore in RAK, in the UAE through its wholl-owned subsidiar, Baqal Petroleum Ltd.

(ii) Execution of a Revised EPSA for RAK North Offshore Concession

On 10 April 2012, Lime, via its subsidiar, Dahan Petroleum Ltd (“Dahan”) executed the ollowing agreements

in relation to its existing RAK North Oshore Concession.

(i) The Amended and Restated Exploration & Production Sharing Agreement (“EPSA”) between The

Government o RAK and Dahan;

(ii) The Amended and Restated Petroleum Concession Agreement or the Saleh Area between TheGovernment o Ras Al Khaimah, Rakgas L.L.C., DNO Al Khaleej Limited (“ DNO”) and Dahan; and

(iii) The Deed o Amendment between The Government o Ras Al Khaimah, Rakgas L.L.C., DNO and Dahan.

(iii) Proposed Acquisition of Participating Interests in 4 Concessions in Norway

● On 2 Ma 2012, Lime signed transaction agreements with North Energ ASA to secure 50% o North

Energ ASA’s interests in 4 concessions in the Norwegian Continental Shel in Norwa (“Proposed

Transfer of Norwegian Interests to Lie”).

● The purchase consideration or the Proposed Transer o Norwegian Interests to Lime is approximatel

NOK31.8 million (equivalent to approximatel USD5.5 million or RM16.8 million)** i the transer is

completed in 2012. It will increase to approximatel NOK31.8 million plus Lime’s share o actual costs

incurred in 2012 i the transer is completed in 2013.

** The exchange rates used as of the date of the announcement to Bursa Malaysia on 4 May 2012 i.e. NOK1: USD0.1741 : RM0.5272

The completion o the Agreements is conditional upon, inter-alia, approval rom the Ministr o Petroleum and

Energ in Norwa and the approval o Lime’s application to obtain Pre-Qualiication status as an oil and gas

exploration compan in Norwa in order to jointl participate with North Energ ASA, the license holder in

partner-operated licenses in the Norwegian Continental Shel.

The Agreements are to be completed prior to the long-stop date o 1 Jul 2013 (“Long–Stop Date”), ater

which the obligations o the parties to complete the Proposed Transer o Norwegian Interests to Lime shall

cease or an o the 4 concessions that have not been transerred prior to the Long-Stop Date.

(iv) Increase in Lie’s Equity Stake in masirah Oil Liited (“masirah”)

On 23 Ma 2012, Lime’s subsidiar, Lime Petroleum Limited (“Lie BVI”) executed a revised Masirah

Shareholders’ Agreement with Petroci Holding (“Petroci”). On the same date, Lime BVI also entered into theollowing agreements with Petroci:

(i) Share Purchase Agreement in relation to the purchase o 100 shares in Masirah b Petroci rom Lime

BVI; and

(ii) Call Option Termination Agreement to terminate the earlier Call Option Agreement dated 5 August 2010

which entitled Petroci to purchase 390 shares in Masirah rom Lime BVI.

Pursuant to the revised agreements, Petroci had made a pament o USD1.83 million on 31 Ma 2012 in

exchange or 100 shares in Masirah. Currentl Lime BVI and Petroci hold 64% and 36% respectivel in Masirah.


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26. Significant Events During/Subsequent To The Financial Year (Cont’d)

(d) ACQUISITION/INCORPORATION OF SUBSIDIARIES

(i) On 16 August 2011, the Compan acquired the entire issued and paid-up share capital o Orient Hibiscus

to acilitate the streamlining o the uture activities o the Group;

(ii) On 17 October 2011, the Compan established two wholl-owned companies in Labuan, being Gul Hibiscus

and Hibiscus Oilield, to acilitate its participation in its Qualiing Acquisition exercise;

(iii) On 3 April 2012, the Compan incorporated a subsidiar compan, Oceania Hibiscus Sdn. Bhd. (“Oceania

Hibiscus”), with an initial authorised share capital o RM100,000 comprising 100,000 ordinar shares o

RM1.00 each with an initial paid-up share capital o RM2 comprising 2 ordinar shares o RM1.00 each; and

(iv) On 5 April 2012, Oceania Hibiscus incorporated a subsidiar compan in Australia, Carnarvon Hibiscus Pt

Ltd, which has an initial paid-up share capital o AUD95 comprising 95 ordinar shares o AUD1.00 each.

27. Coparative Figures

The ollowing igures have been reclassiied to conorm with the presentation o the current inancial ear:-

The Copany

As Restated

Rm

As Previously

reported

Rm

Statements o Cash Flows (Extract):-

Net cash used in operating activities (1,242,458) (1,549,034)

Net cash generated rom inancing activities 3,748,924 4,055,500


104






28. Suppleentary Inforation – Disclosure Of Realised And Unrealised Profits/Losses

The breakdown o the accumulated losses o the Group and o the Compan as at the end o the reporting period into

realised and unrealised proits/(losses) is presented in accordance with the directive issued b Bursa Malasia

Securities Berhad and prepared in accordance with Guidance on Special Matter No. 1, Determination o Realised and

Unrealised Proits or Losses in the Context o Disclosure Pursuant to Bursa Malasia Securities Berhad Listing

Requirements, as issued b the Malasian Institute o Accountants, as ollows:-


2012

Rm

2012

Rm

2011

Rm

Total accumulated losses:-

Realised (6,036,316) (6,081,347) (1,204,773)

Unrealised (52,702) (44,523) –

(6,089,018) (6,125,870) (1,204,773)


105


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Authorised Share Capital : RM25,000,000.00

Paid-up Share Capital : RM4,401,373.02Tpe o Shares : 437,943,422 Ordinar Shares o RM0.01 each and 2,193,880 Redeemable Convertible

Preerence Shares o RM0.01 each

No. o Shareholders : 2,873

Voting Rights : One vote or ever share

Distribution Of Shareholders

Category

No. of

Shareholders No. of Shares

% of Total

Shareholdings

Less than 100 5 87 0.00

100 – 1,000 664 461,702 0.11

1,001 – 10,000 1,418 7,223,800 1.6510,001 – 100,000 651 21,854,200 4.99

100,001 to less than 5% o issued shares 130 205,882,533 47.01

5% and above o issued shares 5 202,521,100 46.24

Total 2,873 437,943,422 100.00

Substantial ShareholdersSubstantial Shareholders as per Register maintained under Section 69L o the Companies Act, 1965 as at 31 Jul 2012

No. Nae

Direct Indirect

No. of OrdinaryShares %

No. of OrdinaryShares %

1 Hibiscus Upstream Sdn Bhd 83,611,400 19.09 – –

2 Dr Kenneth Gerard Pereira (1) – – 83,611,400 19.09

3 Lee Che Tek Lionel 40,000,000 9.13 – –

4 Littleton Holdings Pte Ltd 30,415,000 6.94 – –

5 Roushan Arumugam (2) – – 30,415,000 6.94

6 Mercur Paciic Marine Pte Ltd 27,977,700 6.39 – –

7 Picadill Middle East Limited 26,667,000 6.09 – –

Notes:

(1) Dr Kenneth Gerard Pereira’s indirect interest via Hibiscus Upstream Sdn Bhd which holds the entire 83,611,400.

(2) Roushan Arumugam’s indirect interest of 30,415,000 in Hibiscus Petroleum Shares comprises:

– 24,265,000 Hibiscus Petroleum Shares held under Maybank Nominees (Asing) Sdn Bhd – DBS Bank for Littleton Holdings Pte Ltd

– 150,000 Hibiscus Petroleum Shares held under ECML Nominees (Asing) Sdn Bhd for Littleton Holdings Pte Ltd

– 6,000,000 Hibiscus Petroleum Shares held under Citigroup Nominees (Asing) Sdn Bhd Exempt AN for Citibank

NA Singapore (Julius Baer) for Littleton Holdings Pte Ltd


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> Analysis Of ShareholdingsAs at 31 Jul 2012



Directors’ Shareholdings

Directors’ Shareholdings as per Register maintained under Section 134 o the Companies Act, 1965 as at 31 Jul 2012

No. Nae

Direct Indirect

No. of

Ordinary Shares %

No. of

Ordinary Shares %

1 Zainul Rahim bin Mohd Zain – – – –

2 Dr Kenneth Gerard Pereira (1) – – 83,611,400 19.09

3 Dr Rabi Naraan Bastia – – – –

4 Zainol Izzet bin Mohamed Ishak – – – –

5 Datin Sunita Mei-Lin Rajakumar – – – –

6 Roushan Arumugam (2) – – 30,415,000 6.94

7 Ta Chin Kwang – – – –

Notes:

(1) Dr Kenneth Gerard Pereira’s indirect interest via Hibiscus Upstream Sdn Bhd which holds the entire 83,611,400.

(2) Roushan Arumugam’s indirect interest of 30,415,000 in Hibiscus Petroleum Shares comprises:

– 24,265,000 Hibiscus Petroleum Shares held under Maybank Nominees (Asing) Sdn Bhd – DBS Bank for Littleton Holdings Pte Ltd

– 150,000 Hibiscus Petroleum Shares held under ECML Nominees (Asing) Sdn Bhd for Littleton Holdings Pte Ltd

– 6,000,000 Hibiscus Petroleum Shares held under Citigroup Nominees (Asing) Sdn Bhd Exempt AN for Citibank NA Singapore (Julius Baer) for

Littleton Holdings Pte Ltd


107


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List of Top 30 Shareholders as at 31 July 2012

No. Nae No. of Shares

% of Total

Shareholdings

1 Hibiscus Upstream Sdn Bhd 83,611,400 19.09

2 UOBM Nominees (Asing) Sdn Bhd

United Overseas Bank Nominees (Pte) Ltd or Lee Che Tek Lionel (UBA0828)

40,000,000 9.13

3 ECML Nominees (Asing) Sdn Bhd

Pledged Securities Account or Mercur Paciic Marine Pte Ltd (001)

27,977,700 6.39

4 Picadill Middle East Limited 26,667,000 6.09

5 Mabank Nominees (Asing) Sdn Bhd

DBS Bank or Littleton Holdings Pte Ltd (211400)

24,265,000 5.54

6 Citigroup Nominees (Asing) Sdn Bhd

Exempt AN or Citibank NA, Singapore (Julius Baer)

21,500,000 4.91

7 Tericon Solutions Ltd 20,000,000 4.57

8 Muhammad Saiq Baljit bin Abdullah 19,460,500 4.44

9 Gud Run International Incorporated 18,769,000 4.29

10 Jurunature Sdn Bhd 18,594,200 4.25

11 Gurmit Singh A/L Sajjan Singh 12,849,700 2.93

12 Maison binti Shaik Abdul Rahman 6,600,400 1.51

13 Sri Inderajaa Holdings Sdn Bhd 6,500,000 1.49

14 Silicon Designs (M) Sdn Bhd 6,200,000 1.42

15 Kelrix Sdn Bhd 5,784,589 1.32

16 TA Nominees (Tempatan) Sdn Bhd

Pledged Securities Account or Maison binti Shaik Abdul Rahman

4,000,000 0.91

17 Ivor Matrix Sdn Bhd 3,888,888 0.89

18 HSBC Nominees (Asing) Sdn Bhd

Exempt AN or Coutts & Co Ltd (Sg Branch)

3,790,000 0.87

19 Geo Distinction Sdn Bhd 3,650,000 0.83

20 Mohamad Azmadi bin Fadzil 2,800,000 0.64

21 HLG Nominee (Tempatan) Sdn Bhd

Pledged Securities Account or M.Guna Seger A/L Muniand

2,640,100 0.60

22 Public Nominees (Tempatan) Sdn Bhd

Pledged Securities Account or Khaw Ah Lai (E-SLy)

2,315,000 0.53

23 Shamsuddin bin Abdul Kadir 2,135,500 0.49


Pledged Securities Account or Khasnoor binti Abdul Khalid

2,100,000 0.48

25 Arumugam A/L A Packiri 2,000,000 0.46


Pledged Securities Account or Ruslan bin Ibrahim

2,000,000 0.46

27 Mabank Securities Nominees (Tempatan) Sdn Bhd

Pledged Securities Account or SMB Resources Sdn Bhd

2,000,000 0.46

28 SJ Holdings Sdn Bhd 1,565,500 0.36

29 Au Wei Lien 1,328,000 0.30

30 yassin Bee binti Abdul Rashid 1,292,400 0.29

376,284,877 85.92


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> Analysis Of Shareholdings

As at 31 Jul 2012



No. o Warrants-A Issued : 334,436,522

No. o Warrants-A Exercised : 19,895,500No. o Warrants-A Unexercised : 314,541,022

Maturit Date : 24 Jul 2014

Rights o the Warrants-A Holder : The Warrants-A holders are not entitled to an voting rights or to participate in

an distribution and/or oer o urther securities in our Compan until and unless

such Warrants-A holders exercise their Warrants-A into new Shares.

Distribution Of Warrants-A Holders

Category

No. of Warrants-A

Holders No. of Warrants-A

% of Total

Warrants-A Holdings

Less than 100 2 75 0.00

100 – 1,000 512 323,400 0.10

1,001 – 10,000 1,045 5,780,000 1.84

10,001 – 100,000 700 25,205,300 8.01

100,001 and above 183 283,232,247 90.04

Total 2,442 314,541,022 100.00

Directors’ Warrants-A HoldingsDirectors’ Warrants-A holdings as per Register maintained under Section 134 o the Companies Act, 1965 as at 31 Jul

2012

No. Nae

Direct Indirect

No. of

Warrants-A %

No. of

Warrants-A %

1 Dr Kenneth Gerard Pereira – – – –



4 Datin Sunita Mei-Lin Rajakumar(1) – – 1,125,000 0.36


6 Roushan Arumugam(2) – – 23,000,000 7.31


Note:

(1) Deemed interest via her husband’s (Datuk Dr Jeaindran C Sinnadurai) shareholdings in Hibiscus Petroleum Berhad.

(2) Deemed interested via his 100% equit interest in Littleton Holdings Pte Ltd.


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> Analysis Of Warrants-A HoldingsAs at 31 Jul 2012

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List of Top 30 Warrants-A Holders as at 31 July 2012

No. Nae No. of Warrants-A

% of Total

Warrants-A Holdings

1 Lee Che Tek Lionel 37,649,500 11.97

2 Muhammad Saiq Baljit bin Abdullah 36,475,300 11.60

3 ECML Nominees (Asing) Sdn Bhd

Pledged Securities Account or Mercur Paciic Marine Pte Ltd (001)

29,600,000 9.41

4 Picadill Middle East Limited 26,667,000 8.48

5 Mabank Nominees (Asing) Sdn Bhd

DBS Bank or Littleton Holdings Pte Ltd (211400)

23,000,000 7.31

6 Tericon Solutions Ltd 20,000,000 6.36

7 Gud Run International Incorporated 13,334,000 4.24

8 Kelrix Sdn Bhd 8,569,889 2.729 Silicon Designs (M) Sdn Bhd 5,600,000 1.78

10 Maison binti Shaik Abdul Rahman 4,001,700 1.27

11 Ivor Matrix Sdn Bhd 3,888,888 1.24

12 Lim Chin Sean 3,500,000 1.11

13 ECML Nominees (Tempatan) Sdn Bhd

Pledged Securities Account or Lim Ai Ling

3,000,000 0.95

14 ECML Nominees (Tempatan) Sdn Bhd

Pledged Securities Account or Liew yoon Peck

2,882,200 0.92

15 CIMSEC Nominees (Tempatan) Sdn Bhd

CIMB Bank or Kwee Sow Fun (M96022)

2,449,600 0.78

16 B K Mohanan Menon 2,000,000 0.64

17 Mohan A/L Arunasalam 2,000,000 0.6418 CIMSEC Nominees (Tempatan) Sdn Bhd

CIMB Bank or Lim Ai Ling (My0582)

1,820,000 0.58


Pledged Securities Account or Khasnoor binti Abdul Khalid

1,750,000 0.56

20 TA Nominees (Tempatan) Sdn Bhd

Pledged Securities Account or Maison binti Shaik Abdul Rahman

1,725,000 0.55

21 Jurunature Sdn Bhd 1,612,800 0.51

22 SJ Sec Nominees (Tempatan) Sdn Bhd

Pledged Securities Account or Kwee Sow Fun (SMT)

1,563,500 0.50

23 Lai Ngan Foong 1,207,900 0.38

24 Ain Nominees (Tempatan) Sdn Bhd

Pledged Securities Account or Jeaindran A/L C. Sinnadurai

1,125,000 0.36

25 Au Wei Lien 1,070,000 0.34

26 Gurmit Singh A/L Sajjan Singh 850,000 0.27

27 Geo Distinction Sdn Bhd 800,014 0.25

28 Gurdeep Singh A/L Sardara Singh 800,000 0.25

29 Inter-Paciic Equit Nominees (Tempatan) Sdn Bhd

Pledged Securities Account or Kok Tiu Wan

800,000 0.25

30 Faridah binti Hashim 770,000 0.24

TOTAL 240,512,291 76.46


110


> Analysis Of Warrants-A Holdings

As at 31 Jul 2012



No. o Warrants-B Issued : 83,611,200

No. o Warrants-B Exercised : –No. o Warrants-B Unexercised : 83,611,200

Maturit Date : 24 Jul 2014

Rights o the Warrants-B Holder : The Warrants-B holders are not entitled to an voting rights or to participate in

an distribution and/or oer o urther securities in our Compan until and unless

such Warrants-B holders exercise their Warrants-B into new Shares.

Distribution Of Warrants-B Holders

Category

No. of Warrants-B

Holders No. of Warrants-B

% of Total

Warrants-B Holdings

1 – 99 – – –

100 – 1,000 – – –

1,001 – 10,000 – – –

10,001 – 100,000 – – –

100,001 and above 1 83,611,200 100.00

Total 1 83,611,200 100.00

Directors’ Warrants-B Holdings

Directors’ Warrants-B holdings as per Register maintained under Section 134 o the Companies Act, 1965 as at 31 Jul

2012

No. Nae

Direct Indirect

No. of Warrants-B % No. of Warrants-B %

1 Dr Kenneth Gerard Pereira(1) – – 83,611,200 100.00



4 Datin Sunita Mei-Lin Rajakumar – – – –


6 Roushan Arumugam – – – –


Note:

(1) Deemed interested via his 57.41% equit interest in Hibiscus Upstream Sdn Bhd.


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> Analysis Of Warrants-B HoldingsAs at 31 Jul 2012

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86 / 87NOTICE IS HEREBy GIVEN that the

Second Annual General Meeting o the

Compan will be held at PJ Hilton

Hotel, Kristal Ballroom, 1st Floor, West

Wing, No. 2, Jalan Barat, 46200

Petaling Jaa, Selangor Darul Ehsan on

26 September 2012 at 10.00 am to

transact the ollowing businesses:-

Agenda

As Ordinary Business

1. To receive the Audited Financial Report o theCompan and o the Group and the Reports o the

Directors and the Auditors thereon or the inancial

ear ended 31 March 2012;

(Refer toExplanatory

Note 1)

2. To approve Directors' ees or the inancial ear

ended 31 March 2012;

[Resolution 1]

3. To re-elect the ollowing Directors who retire

pursuant to Article 101 o the Compan’s Articles

o Association:

3.1 Mr Roushan Arumugam [Resolution 2]

3.2 Mr Ta Chin Kwang [Resolution 3]

4. To re-elect the ollowing Director who retires

pursuant to Article 123 o the Compan’s Articleso Association:

4.1 En Zainol Izzet Bin Mohamed Ishak [Resolution 4]

5. To appoint Messrs. PricewaterhouseCoopers as

Auditors or the Compan in place o the retiring

Auditors, Messrs. Crowe Horwath and to authorise

the Directors to ix their remuneration.

[Resolution 5]

As Special Business

To consider and i thought it, to pass the ollowing resolutions:-

6. AUTHORITY TO ALLOT AND ISSUE SHARES

“THAT subject alwas to the Companies Act,

1965, the Articles o Association o the Compan and the approvals o the relevant regulator

authorities, the Directors be and are hereb

empowered pursuant to Section 132D o the

Companies Act, 1965, to issue new ordinar

shares o RM0.01 each in the Compan at an

time and rom time to time and upon such terms

and conditions to such persons and or such

purposes as the Directors ma in their discretion

deem it PROVIDED THAT the aggregate number o

new ordinar shares to be issued pursuant to this

resolution does not exceed ten per centum (10%)

o the total issued share capital o the Compan

or the time being and that such authorit shall,

unless revoked or varied b an ordinar resolution

b the shareholders o the Compan in asubsequent general meeting, commence upon the

passing o this resolution and expire at the next

annual general meeting o the Compan AND

THAT the Directors are urther authorised to do all

such things and upon such terms and conditions

as the Directors ma deem it and expedient in

the best interest o the Compan to give eect to

the issuance o new ordinar shares under this

resolution including making such applications to

Bursa Malasia Securities Berhad or the listing o

and quotation or the new ordinar shares to be

issued pursuant to this resolution.”

[Resolution 6]

(Refer to

ExplanatoryNote 2)

2nd


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> Notice Of The Second Annual General meeting



As Special Resolution

7. PROPOSED AmENDmENTS TO THE ARTICLES OF ASSOCIATION OF THE COmPANY

“THAT the proposed amendments to the Articles

o Association o the Compan as per Appendix 1

as contained in the Annual Report be and are

hereb approved.”

[SpecialResolution 1]

(Refer to

Explanatory

Note 3)

8. To transact an other business that ma be

transacted at an annual general meeting o which

due notice shall have been given in accordance

with the Compan's Articles o Association and

the Companies Act, 1965.

B order o the Board

HIBISCUS PETROLEUm BERHAD

LIm HOOI mOOI (MAICSA 0799764)

TAN BEE HWEE (MAICSA 7021024)

Joint Compan Secretaries

Kuala Lumpur

4 September 2012

Notes:-

1. The purpose of determining who shall be entitled toattend this meeting in accordance with Articles 65(b)

and 65(c) of the Company’s Articles of Association and

Section 34(1) of the Securities Industry (Central

Depositories) Act, 1991, the Company shall be

requesting Bursa Malaysia Depository Sdn Bhd to

issue a General Meeting Record of Depositors as at

19 September 2012 and only Depositors whose names

appear on such Record of Depositors shall be entitled

to attend the said meeting.

2. A proxy may but need not be a member and/or a

qualified legal practitioner, an approved company

auditor or a person approved by the Registrar of

Companies.

3. To be valid, the Form of Proxy duly completed must be

deposited at Level 17, The Gardens North Tower, Mid

Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur not less than 48 hours before the time for holding the

meeting Provided That in the event the member(s) duly

executes the Form of Proxy but does not name any

proxy, such member(s) shall be deemed to have

appointed the Chairman of the meeting as his/their

proxy, Provided Always that the rest of the Form of

Proxy, other than the particulars of the proxy have

been duly completed by the member(s).

4. A member shall be entitled to appoint at least one (1)

proxy to attend and vote at the meeting. Where a

member appoints two (2) or more proxies, the

appointments shall be invalid unless he specifies the

proportions of his holdings to be represented by each

proxy.

5. Where a member is an authorised nominee as defined

under the Securities Industry (Central Depositories) Act,

1991, it may appoint one (1) proxy but not more than

two (2) proxies in respect of each securities account it

holds with ordinary shares of our Company standing to

the credit of the said securities account.

6. 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. Where the exempt authorised nominee

appoints two (2) or more proxies, the proportion of

shareholdings to be represented by each proxy must be

specified in the instrument appointing the proxies.

7. If the appointor is a corporation, the Form of Proxy

must be executed under its common seal or under the

hands of an officer or attorney duly authorised.

8. If the Form of Proxy is signed under the hands of an

officer duly authorised, it should be accompanied by a

statement reading “signed as authorised officer under

Author isation Document which is still in force, no

notice of revocation having been received”. If the Form

of Proxy is signed under the attorney duly appointed

under a power of attorney, it should be accompanied

by a statement reading “signed under Power of

Attorney which is still in force, no notice of revocation

having been received”. A copy of the Authorisation

Document or the Power of Attorney, which should be

valid in accordance with the laws of the jurisdiction in

which it was created and is exercised, should be

enclosed in the Form of Proxy.

Explanatory Notes

1. Item 1 of the Agenda

This Agenda item is meant for discussion only as the provision of Section 169(1) of the

Companies Act, 1965 does not require a formal approval of the shareholders for the

Audited Financial Statements. Hence, this Agenda item is not put forward for voting.


The proposed resolution 6 is a new general mandate sought from the shareholders,

which if passed, will give the Directors authority to allot and issue new ordinary shares

in the Company up to an amount not exceeding 10% of the issued share capital of the

Company for such purposes as the Directors may in their discretion deem expedient in

the best interest of the Company, subject to compliance with the relevant regulatory

requirements. The approval is sought to avoid any delay and additional cost involved in

convening a general meeting to specifically approve such issue of shares. This authority,

unless earlier revoked or varied by the shareholders of the Company at a subsequent

general meeting, will expire at the next annual general meeting.

The purpose of this general mandate is for possible fund raising exercises including but

not limited to further placement of shares for purpose of funding current and/or future

investment projects, working capital, repayment of borrowings and/or acquisitions.


The proposed Special Resolution 1 is to comply with the recent amendments to the

Listing Requirements of Bursa Malaysia Securities Berhad and deletion of Articles

pertaining to a Special Purpose Acquisition Company since the Company had completed

its Qualifying Acquisition on 18 April 2012.


113


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Proposed Aendents to the Articles of Association of the Copany

“THAT the proposed amendments, modiications, deletions and/or additions to the Articles o Association o the Compan

as set out below be hereb approved:

(i) the ollowing deinitions shall be deleted under Article 2:

Words meaning

Custodian The custodian appointed b the Compan to administer the Trust Account in

accordance with the SC Equit Guidelines.

Hibiscus Upstream Hibiscus Upstream Sdn Bhd (Compan No. 834544-M) (ormerl known as Hibiscus

Upstream Technologies Sdn Bhd), a compan which, as at the date o adoption o

these Articles, is owned b the Management Team.

Initial Investors’ Subscription

Agreements

The subscription agreements entered into b the Compan and each o the Initial

Investors in relation to their subscription o Shares.

Initial Investors Geo Distinction Sdn Bhd, Kelrix Sdn Bhd, Ivor Matrix Sdn Bhd and Oriental MiracleSdn Bhd (including their respective successors and permitted assigns).

Initial Investors Moratorium and

Non-Entitlement Obligations

Reers to:

(a) the irrevocable contractual moratorium under the relevant Initial Investors’

Subscription Agreements and these Articles prohibiting each o the Initial

Investors rom selling, transerring, assigning or disposing in an wa the

whole or an part o the Relevant Initial Investors’ Shares at all times prior

to the Compan’s successul completion o a Qualiing Acquisition in

accordance with these Articles and the SC Equit Guidelines; and

(b) the irrevocable contractual obligation o each o the Initial Investors (pursuant

to the relevant Initial Investors’ Subscription Agreements and these Articles)

to irrevocabl waive and/or renounce all its rights and entitlements to receive

or participate in an distribution o monies or assets whatsoever attributable

to or in connection with the Relevant Initial Investors’ Shares arising rom:

(i) an liquidation or winding-up o the Compan, as long as no Qualiing

Acquisition has been successull completed in accordance with these

Articles and the SC Equit Guidelines; or

(ii) an exchange o securities in the Compan (whether through share bu-

back or otherwise) pursuant to Paragraph 6.18 o the SC Equit

Guidelines, i the Initial Investor votes against a Qualiing Acquisition at

the relevant general meeting convened b the Compan to consider such

Qualiing Acquisition.

IPO Directors The Directors as at the Listing Date, as set out in the prospectus or the IPO.

IPO Independent Directors The independent Directors as at the Listing Date, as set out in the prospectus or

the IPO.

Management Team The Directors (but excludes independent Directors) and the management team o the Compan comprising Dr Kenneth Gerard Pereira (NRIC No. 580718-10-6431),

Dr Pascal Josephus Petronella Hos (Dutch Passport BU7R7R4K9), Ir Mohd Iwan

Jer bin Abdul Majid (NRIC No. 700910-10-5889) and Joce Theresa Sunita

Vasudevan (NRIC No. 671007-01-5772) (and/or such other oicers or emploees

o the Compan as ma be so designated as part o the Management Team b

the board o Directors rom time to time), as deined under and or purposes o

the SC Equit Guidelines.

Permitted Investments Investments in securities issued b the Malasian government, mone market

instruments and AAA-rated papers, as deined under the SC Equit Guidelines.

APPENDIX 1


114


> Notice Of The Second Annual General meeting



Permitted Time Frame Thirt-six (36) months rom the Listing Date.

Public Issue The public issue o between 200,000,000 and up to 400,000,000 Ordinar Shares

(“Public Issue Shares”) together with between 200,000,000 and up to 400,000,000

warrants-A on the basis o 1 warrant-A or ever 1 Public Issue Share subscribed

at the price o RM0.75 each, pursuant to the IPO.

Relevant Initial Investors’ Shares The Shares subscribed b each o the Initial Investors pursuant to their respective

Initial Investors’ Subscription Agreements.

SPAC A special purpose acquisition compan, as described under the SC Equit

Guidelines.

(ii) the existing Article 59 shall be amended/altered in the ollowing manner:

Existing Article 59 New Article 59

Subject to and in accordance with the provisions o the

Act and such other relevant law, regulation or guideline orthe time being in orce, the Compan is allowed and shall

have power, to the ullest extent permitted, to purchase

an o its own shares and thereater, the Directors ma

resolve and shall have the ullest power to deal with such

purchased shares in accordance with the provisions o the

Act and such other relevant law, regulation or guideline

(including but not limited to paragraph 12.25 o the Listing

Requirements, with regard to share bu-back b a SPAC).

Subject to and in accordance with the provisions o the

Act and such other relevant law, regulation or guideline orthe time being in orce, the Compan is allowed and shall

have power, to the ullest extent permitted, to purchase

an o its own shares and thereater, the Directors ma

resolve and shall have the ullest power to deal with such

purchased shares in accordance with the provisions o the

Act and such other relevant law, regulation or guideline.

(iii) the existing Articles 61A, 61B and 61C be hereb deleted in its entiret.

(iv) the existing Article 92(2) shall be amended/altered in the ollowing manner:

Existing Article 92(2) New Article 92(2)

A Member shall be entitled to appoint at least (1) prox to attend and vote at the same meeting.

A Member shall be entitled to appoint up to two (2)

proxies to attend and vote at the same meeting. A proxy

appointed to attend and vote at a eeting shall have the

sae rights as the meber to speak at the eeting.

(v) the ollowing new Article 92(5) shall be inserted ater Article 92(4):

Article 92(5)

Where a Member is an exempt authorised nominee which holds Ordinar Shares or multiple beneicial owners in

one securities account (“omnibus account”), there is no limit to the number o proxies which the Exempt Authorised

Nominee ma appoint in respect o each omnibus account it holds. An “exempt authorised nominee” reers to an

authorised nominee as deined under the Depositories Act which is exempted rom compliance with the provisions

o subsection 25A(1) o the Depositories Act.

(vi) the existing Article 185 be hereb deleted in its entiret.”


115


ABOUT

CHAIRM

STATEM

MANAG

DISCUS

ANALyS

FINANC

HIGHLI

CALEN

EVENTS

CORPO

INFORM

CORPO

STRUC

BOARD

DIRECT

PROFIL

BOARD

DIRECT

MANAG

TEAM

PROFIL

MANAG

TEAM

STATEM

CORPO

GOVER

AUDIT

COMM

REPOR

STATEM

ON INT

CONTR

ADDITIO

COMPL

INFORM

THE BO

DIRECT

RESPO

STATEM

FINANC

REPOR

ANALyS

SHARE

ANALySWARRA

HOLDIN

ANALyS

WARRA

HOLDIN

NOTICE

THE SE

ANNUA

MEETIN

LETTER

NOMIN

FORM



To all Members,

NOTICE IS HEREBY GIVEN THAT in accordance with Section

172(12) o the Companies Act, 1965, Messrs.

PricewaterhouseCoopers o Level 10, 1 Sentral, Jalan

Travers, KL Sentral, P.O Box 10192, 50706 Kuala Lumpur

has been nominated or appointment as the Compan’s

Auditors at the orthcoming Annual General Meeting o the

Compan.

B order o the Board

LIM HOOI MOOI (MAICSA 0799764)TAN BEE HWEE (MAICSA 7021024)

Date: 4 September 2012

The Board o Directors

HIBISCUS PETROLEUm BERHADLevel 18, The Gardens North Tower


59200 Kuala Lumpur

Date: 27 August 2012

Dear Sirs,

NOmINATION OF AUDITORS

We, Hibiscus Upstream Sdn Bhd, being a shareholder o

Hibiscus Petroleum Berhad, hereb give notice pursuant to

Section 172(11) o the Companies Act, 1965, o our

nomination o Messrs. PricewaterhouseCoopers o Level 10,1 Sentral, Jalan Travers, KL Sentral, P.O Box 10192, 50706

Kuala Lumpur, as Auditors o the Compan in place o the

retiring Auditors, Messrs. Crowe Horwath at the orthcoming

Annual General Meeting o the Compan.

Thank ou.

yours aithull,

For and on behal o

HIBISCUS UPSTREAm SDN BHD

DR KENNETH GERARD PEREIRA

Director


116


> Letter of Noination



I/We

I.C. No./Passport/Compan No.

being a member o HIBISCUS PETROLEUm BERHAD (“HIBISCUS PETROLEUm” or “Copany”), hereb

appoint

I.C. No./Passport No.

o

or ailing him, I.C. No./Passport No.

o

or ailing him, the CHAIRMAN OF THE MEETING as m/our prox, to vote or me/us on m/our behal at the SECOND

ANNUAL GENERAL MEETING o our Compan to be held at PJ Hilton Hotel, Kristal Ballroom, 1st Floor, West Wing, No. 2,

Jalan Barat, 46200 Petaling Jaa, Selangor Darul Ehsan on 26 September 2012 at 10.00 am or at an adjournment thereo,

on the ollowing resolutions reerred to in the Notice o the Second Annual General Meeting b indicating an “X” in the

space provided below:-

Item Agenda

1. To receive the Audited Financial Report or the inancial ear ended

31 March 2012 and the Reports o Directors and Auditors thereon.

Ordinary Resolutions Resolution FOR AGAINST

2. To approve Directors' ees or the inancial ear ended 31 March 2012. 1

3.1 To re-elect Mr Roushan Arumugam who retires as a Director o the Compan

pursuant to Article 101 o the Compan’s Articles o Association.

2

3.2 To re-elect Mr Ta Chin Kwang who retires as a Director o the Compan

pursuant to Article 101 o the Compan’s Articles o Association.

3

4.1 To re-elect En Zainol Izzet Bin Mohamed Ishak who retires as a Director o

the Compan pursuant to Article 123 o the Compan’s Articles o Association.

4

5. To appoint Messrs. PricewaterhouseCoopers as Auditors or the Compan in

place o the retiring Auditors, Messrs. Crowe Horwath and to authorise the

Directors to ix their remuneration.

5

6. Authorit to Allot and Issue Shares. 6

Special Resolution Resolution FOR AGAINST

7. Proposed Amendments to the Articles o Association o the Compan. 1

Dated this __________ da o _______________ 2012.

Signature/Common Seal

Number o shares held

Date

For appointment o two proxies, percentage o

shareholdings to be represented b the proxies

No. of shares Percentage

Prox 1 %

Prox 2 %

100 %

CDS Account No.

HIBISCUS PETROLEUm BERHAD(798322-P)

> For Of Proxy

ABOUT

CHAIRM

STATEM

MANAG

DISCUS

ANALyS

FINANC

HIGHLI

CALEN

EVENTS

CORPO

INFORM

CORPO

STRUC

BOARD

DIRECT

PROFIL

BOARD

DIRECT

MANAG

TEAM

PROFIL

MANAG

TEAM

STATEM

CORPO

GOVER

AUDIT

COMM

REPOR

STATEM

ON INT

CONTR

ADDITIO

COMPL

INFORM

THE BO

DIRECT

RESPO

STATEM

FINANC

REPOR

ANALyS

SHARE

ANALySWARRA

HOLDIN

ANALyS

WARRA

HOLDIN

NOTICE

THE SE

ANNUA

MEETIN

LETTER

NOMIN

FORM



Please old here to seal

Please old here to seal

Share Registrar

Tricor Investor Services Sdn Bhd



59200 Kuala Lumpur

afx

postage

stamp

Notes:

1. A proxy may but need not be a member and/or a qualified legal practitioner,

an approved company auditor or a person approved by the Registrar of

Companies.

2. To be valid, the Form of Proxy duly completed must be deposited at Level 17,

The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala

Lumpur not less than 48 hours before the time for holding the meeting Provided

That in the event the member(s) duly executes the Form of Proxy but does not

name any proxy, such member(s) shall be deemed to have appointed the

Chairman of the meeting as his/their proxy, Provided Always that the rest of the

Form of Proxy, other than the particulars of the proxy have been duly completed

by the member(s).

3. A member shall be entitled to appoint at least one (1) proxy to attend and vote

at the meeting. Where a member appoints two (2) or more proxies, theappointments shall be invalid unless he specifies the proportions of his holdings

to be represented by each proxy.

4. Where a member is an authorised nominee as defined in the Securities Industry

(Central Depositories) Act, 1991, it may appoint one (1) proxy but not more than

two (2) proxies in respect of each securities account it holds with ordinary

shares of our Company standing to the credit of the said securities account.

5. 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.

6. If the appointor is a corporation, the Form of Proxy must be executed under its

common seal or under the hands of an officer or attorney duly authorised.

7. If the Form of Proxy is signed under the hands of an officer duly authorised, it

should be accompanied by a statement reading “signed as authorised officer

under Authorisation Document which is still in force, no notice of revocation

having been received”. If the Form of Proxy is signed under the attorney duly

appointed under a power of attorney, it should be accompanied by a statement

reading “signed under Power of Attorney which is still in force, no notice of revocation having been received”. A copy of the Authorisation Document or the

Power of Attorney, which should be valid in accordance with the laws of the

jurisdiction in which it was created and is exercised, should be enclosed in the

Form of Proxy.



HIBISCUS PETROLEUm BERHAD (798322-P)

Head Office:

2nd Floor, Sed Kechik Foundation Building, Jalan Kapas, Bangsar, 59100 Kuala Lumpur, Malasia

Tel: +6 03 2092 1300 Fax: +6 03 2092 1301

www.hibiscuspetroleum.com

Download - Hibiscus Petroleum Annual Report 2012

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