ENRA Group Berhad Annual Report 2019

112 ENRA GROUP BERHAD ∞ Annual Report 2019 page Notes to the Financial Statement 31 March 2019 19. REDEEMABLE CONVERTIBLE PREFERENCE SHARES (cont’d) On 2 March 2017, ELSB had also entered into a Shareholder Agreement with the third party subscriber of the RCPS-A and the Company, being its shareholder to regulate the management of the ELSB, the relationships of each other and certain aspects of the affairs of, and their dealings with ELSB. The salient features of the RCPS-A are as follows: (i) The RCPS-A has a tenure of 6 years from the issue date and matures on the business day immediately preceding the 6th anniversary of the said issue date; (ii) The RCPS-A is convertible at any time at the option of the holder in accordance with the terms of the Subscription Agreement.One newordinary sharewill be issued as fully paidupon the conversion of one RCPS-A.All outstanding RCPS-A shall be automatically converted upon maturity of the RCPS; (iii) ELSB shall in accordance with the provisions of the Companies Act 2016 and the terms of the Subscription Agreement redeem all or any of the RCPS-A; (iv) The RCPS-A carries the right to receive non-cumulative dividends at the same rate as the ordinary shares of ELSB. The RCPS-A ranks in priority to the ordinary share in respect of terms of the right to receive the dividend; (v) The RCPS-A ranks pari passu inter se in respect of entitlements to dividends, rights, allotment or other distributions should the entitlement date for such dividends, rights, allotments or other distributions be declared after the RCPS-A are issued; and (vi) The RCPS-A is not to be listed but is transferrable in accordance with the terms of the Shareholder Agreement. 20. TREASURY SHARES The shareholders of the Company, by way of an ordinary resolution passed at the annual general meeting held on 19 September 2007, approved the Company’s plan to repurchase up to 10% of the issued and paid-up share capital of the Company (“Share Buy Back”). The shares of the Company repurchased were held as treasury shares in accordance with Section 127(6) of the Companies Act 2016 in Malaysia. As at 31 March 2019, the Group held 1,289,400 (2018: 1,289,400) of the Company’s treasury shares at a total cost of RM1,199,000 (2018: RM1,199,000). 21. NON-DISTRIBUTABLE RESERVES Group 2019 RM’000 2018 RM’000 Capital reserve 275 275 Exchange translation reserve 53 92 328 367 The exchange translation reserve is used to record foreign currency exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the presentation currency of the Group. It is also used to record the exchange differences arising from monetary items which form part of the Group’s net investment in foreign operations, where the monetary item is denominated in either the functional currency of the reporting entity or the foreign operation.