Ar 2013
Ar 2013
Ar 2013
C ONT ENT S
1
2
6
8
10
12
16
18
24
28
48
54
57
60
161
161
163
164
165
Corporate Information
Corporate Profile
Corporate Structure
Corporate and Financial Events 2013
5 Years Financial Highlights
Directors Profile
Chairmans Statement
Executive Directors Review Of Operations
Corporate Sustainability Statement
Corporate Governance Statement
Audit Committee Report
Statement On Risk Management And Internal Control
Additional Compliance Information
Financial Statements
Analysis Of Shareholdings
List Of Thirty Largest Shareholders
List Of Substantial Shareholders
List Of Directors Shareholdings
Notice Of Annual General Meeting
Enclosed Form Of Proxy
CORPORATE
INFORMATION
BOARD OF DIRECTORS
REMUNERATION COMMITTEE
SHARE REGISTRARS
COMPANY SECRETARIES
MAIN AUDITORS
Executive Director
- Mr. Lim Yew Boon
Independent Non-Executive Directors
- Y. Bhg. Dato Hj Mohd Sinon bin Mudakir
- Encik Sulaiman bin Salleh
- Mr. Soong Chee Keong
(appointed on 25 April 2013)
Non-Independent Non-Executive Directors
- Mr. Lim Chin Sean
- Mr. Vijay Vijendra Sethu
(appointed on 16 April 2014)
AUDIT COMMITTEE
Encik Sulaiman bin Salleh
Chairman
(re-designated on 27 February 2013)
Members
- Y. Bhg. Dato Hj Mohd Sinon bin Mudakir
(re-designated on 27 February 2013)
- Mr. Soong Chee Keong
(appointed on 27 May 2013)
NOMINATION COMMITTEE
Y. Bhg. Dato Hj Mohd Sinon bin Mudakir
Chairman
(re-designated on 27 February 2013)
Members
- Mr. Lim Chin Sean
- Encik Sulaiman bin Salleh
(re-designated on 27 February 2013)
PRINCIPAL BANKERS
AmBank (M) Berhad
AmIslamic Bank Berhad
CIMB Bank Berhad
HSBC Bank Malaysia Berhad
Industrial and Commercial Bank of
China (Malaysia) Berhad
United Overseas Bank (Malaysia)
Berhad
STOCK EXCHANGE LISTING
Main Market
Bursa Malaysia Securities Berhad
Name & Code : TALIWRK & 8524
Stock Sector : Trading / Services
AGM HELPDESK
Contact:
Encik Mustapha Kamal Kamaruddin
Corporate Communications Manager
Tel
Email
COR P ORATE
PROFI LE
Taliworks Corporation Berhad (Taliworks or the Company) was incorporated in Malaysia on 6 August 1965 as a private
limited company under the name of The Carpet Manufacturing Company (Malaysia) Limited. On 12 November 1968, its
name was changed to F&T Carpets (Malaysia) Sdn Bhd. On 26 February 1974, it was renamed Carpets International
Malaysia Sdn Bhd and on 23 December 1982, it was converted into a public company and assumed the name of Carpets
International Malaysia Berhad (Carpets). It was subsequently listed on the then Second Board of the Kuala Lumpur Stock
Exchange (now known as Bursa Malaysia Securities Berhad (Bursa Securities)) on 27 July 1992. The principal activities
of Carpets were the design, manufacture, distribution and laying of carpets and rugs. These operations ceased in 2002.
On 31 July 2000, Carpets completed the acquisition of the entire equity interest in Sungai Harmoni Sdn Bhd and Taliworks
(Langkawi) Sdn Bhd. These companies are involved in the management, operations and maintenance of water treatment,
supply and distribution facilities. On 27 October 2000, the Company was transferred to the Main Board of Bursa Securities
(which has since been merged with the Second Board into a single board known as Main Market) and subsequently on
24 November 2000, Carpets was renamed Taliworks Corporation Berhad.
Taliworks together with its group of companies employs about 600 employees in Malaysia and the Peoples Republic of
China. The Company is currently listed on the Main Market of Bursa Securities under Trading / Services Sector (Name &
Code: TALIWRK & 8524) with a market capitalisation of approximately RM515 million as at 9 May 2014.
BUSINESS BACKGROUND
WASTE MANAGEMENT
In the waste management business sector, Taliworks has four
companies established in the Peoples Republic of China that
are involved in the sector namely the following:(a) a 90% owned subsidiary, Tianjin-SWM (M) Environment
Ltd, Co, a company that holds a 21-year concession rights
for the operation and management of the Tianjin Panlou
Municipal Solid Waste Transfer Station and its related
assets in the city of Tianjin until October 2025. Operations
commenced in January 2005 with the concession granting
CORPORATE
PROFILE
CONSTRUCTION AND
ENGINEERING
Taliworks is currently one of the sub-contractors involved in the
Mengkuang Dam expansion project in Penang, Malaysia. This
project is a Federal Government project and involves earthfilled dam embankment and river diversion tunnel activities.
The sub-contract was awarded to Taliworks in 2011 at a
contract value of RM339 million and the project is expected
to be completed in 2016.
Prior to undertaking this project, the division has successfully
completed the design and construction of the water supply
systems for the Central Kedah Water Supply Scheme (in 2006)
and the Padang Terap Water Supply Scheme (in 2011), both
in Kedah at a total contract value of RM120 million and 149
million respectively.
CORPORATE
PROFILE
Business Focus
Currently, the water treatment, supply and distribution business in Malaysia accounts for the bulk of revenue and profitability of
Taliworks. With further inroads being made to invest in the vast waste management business in China, Taliworks is intending that
the revenue contribution from overseas ventures will gradually increase from the current position so as to diversify its earnings base
and geographical risk.
Taliworks remains focus on its core business activities whilst seeking opportunities to further acquire strategic investments both
domestically and in the foreign markets so as to re-position itself as a formidable and respected service provider for water, waste
management and infrastructure businesses in the region.
Today, Taliworks has business presence both in Malaysia and China.
ISO 9001: 2008 Quality Management Systems Certification from SIRIM QAS International that is also recognised by IQNet and
UKAS for Sungai Harmoni Sdn Bhd, Sungai Selangor Water Treatment Works Phase 1 for the Operation and Maintenance of
Water Treatment Plant.
b. ISO 9001: 2008 Quality Management Systems Certification from SIRIM QAS International that is also recognised by IQNet
and UKAS for Taliworks (Langkawi) Sdn Bhd. Scope of Certification is Management and Support Service for Operation and
Maintenance of Water Treatment Plants (Padang Saga 2 & 3, Bukit Kemboja and Sungai Baru) including Maintenance of
Existing Distribution Network and Consumer Services.
c. MS ISO/IEC 17025: 2005 under Standards Malaysias Laboratory Accreditation Scheme of Malaysia for Sungai Harmoni
Laboratory at Selangor Water Treatment Works Phase 1.
d. MS ISO/IEC 17025: 2005 under Standards Malaysias Laboratory Accreditation Scheme of Malaysia for Padang Saga and
Sungai Baru Laboratory in Langkawi water operations.
e. ISO/IEC 27001: 2005 Information Security Management System from SIRIM QAS International for Taliworks (Langkawi)
Sdn Bhd. Scope of Certification is Information Security Management System for the Management of Information associated
with Monitoring and Operation of Potable Water Supply to Langkawi covering the Water Treatment Process, Water Distribution
System and Consumer Affairs.
f.
ISO/IEC 27001: 2005 Information Security Management System from SIRIM QAS International for Sungai Harmoni Sdn
Bhd, Sungai Selangor Water Treatment Works Phase 1. Scope of Certification is management of information associated with
the operation of Water Treatment Plant, Water Intake Pump Station, Matang Pagar and Bukit Mayong Reservoirs.
CORPORATE
PROFILE
Highway toll operations and maintenance
2006
2007
2002
i.
j.
2008
k. Corporate Governance Survey Report 2008, published
jointly by Minority Shareholder Watchdog Group and The
University of Nottingham Malaysia Campus
* Ranked 45 out of 960 Public Listed Companies
2009
2005
l.
e. The Edge 100 Top Best Companies in Terms of Returns (3
years)
* Ranked 78 out of Top 100 Companies
f.
2012
m. The BrandLaureate BestBrands Awards 2011-2012 Best
Brands in Industrial Water Treatment
COR P ORATE
STRUCT U RE
A S AT 9 MA Y 2 0 14
Associate
Joint Ventures
55%
40%
100%
100%
100%
100%
75%
100%
Water treatment,
supply and
distribution
Waste
management
Investment
holding
company/Others
Construction
Subsidiaries
SUNGAI HARMONI SDN BHD
Incorporated in Malaysia
100%
100%
100%
90%
DESTINASI TEGUH SDN BHD
Incorporated in Malaysia
100%
SWM TECHNOLOGIES
(MALAYSIA) SDN BHD
Incorporated in Malaysia
100%
100%
100%
100%
100%
100%
80%
70%
PURESINO (GUANGHAN)
WATER CO. LTD
Incorporated in China
70%
70%
AIR KEDAH SDN BHD
Incorporated in Malaysia
60%
100%
PROLIFIC EQUITY SDN BHD
Incorporated in Malaysia
TALIWORKS (YINCHUAN)
WASTEWATER TREATMENT CO. LTD
Incorporated in China
100%
100%
CORPORATE AND
FINANCIAL EVENTS 2013
Major Corporate Announcements / Significant Events
29 January
26 June
8 November
31 January
27 November
The Company announced the entry of Vijay Vijendra Sethu
as a new substantial shareholder of the Company.
CORPORATE AND
FINANCIAL EVENTS 2013
29 May
20 November
30 April
28 August
Dividend Payment
31 July
Final gross dividend of 1.5 sen per share less income tax at 25% in respect of the financial year ended 31 December 2012.
10
5 YEARS
FINANCIAL HIGHLIGHTS
2009
RM MIL
2010
RM MIL
(restated)
2011
RM MIL
(restated)
2012
RM MIL
2013
RM MIL
PROFITABILITY
Revenue
EBITDA
Profit Before Taxation
Profit for the Financial Year
158.9
64.3
51.0
39.0
169.3
49.5
44.1
29.5
168.1
35.7
48.4
36.4
253.3
87.8
61.0
42.8
281.8
71.1
39.1
25.1
560.4
122.4
375.5
376.7
537.8
2.8
474.2
436.5
903.7
190.2
528.3
436.5
980.9
314.3
566.4
436.5
1,050.9
336.3
605.6
436.5
SEGMENTAL INFORMATION
Revenue
- water, treatment, supply and distribution
- construction
- waste management
- others
- elimination
135.5
13.8
17.2
2.1
(9.7)
138.5
35.7
14.4
8.0
(27.3)
123.3
42.3
14.6
26.6
(38.7)
141.5
72.1
48.3
20.1
(28.7)
149.9
87.6
47.7
24.3
(27.7)
158.9
169.3
168.1
253.3
281.8
54.1
3.5
2.6
(0.2)
56.4
1.7
0.9
(7.6)
25.6
8.0
(0.5)
20.7
73.1
4.4
(4.5)
7.5
57.8
4.2
(0.8)
28.0
- elimination
60.0
(0.4)
51.4
(6.1)
53.8
(22.2)
80.5
(9.6)
89.2
(36.2)
59.6
(16.1)
6.9
0.6
45.3
(15.2)
13.3
0.7
31.6
(2.4)
18.6
0.6
70.9
(20.5)
9.8
0.8
53.0
(23.1)
10.0
(0.8)
51.0
44.1
48.4
61.0
39.1
6.0
99.7
1.5
108.6
0.5
121.02
1.5
129.77
1.0
138.73
10.2
9.7
10.6
6.3
43.5
32.6
7.4
7.3
6.9
5.4
16.6
0.6
8.2
8.2
7.3
5.1
4.5
36.0
9.9
9.9
7.8
4.5
11.5
55.5
6.4
6.4
4.3
2.5
17.4
55.5
- finance cost
- share of results of joint venture
- share of results of associate
11
5 YEARS
FINANCIAL HIGHLIGHTS
39.1
2013
2013
61.0
2012
9.9
2012
8.2
48.4
2011
2011
7.4
44.1
2010
2010
10.2
51.0
2009
2009
0
0
10
20
30
40
50
60
Total Assets
(RM million)
12
15
Shareholders Equity
(RM million)
1,050.9
2013
605.6
2013
980.9
2012
566.4
2012
903.7
2011
528.3
2011
537.8
474.2
2010
2010
560.4
375.5
2009
2009
200
400
600
800 1000
100
200
300 400
500 600
(i) EBITDA is defined as net profit before finance costs, taxation, depreciation and amortisation costs (and excludes share of results
of associate and joint venture).
(ii) Return on Equity is calculated by dividing the profit for the financial year with the average of the opening and closing shareholders
equity.
(iii) Return on Assets Employed is calculated by dividing the profit for the financial year with the average of the opening and closing
total assets employed.
(iv) Dividend payout ratio is calculated by dividing the total net dividends for the particular financial year with the profit for the financial
year.
12
DIR E CTO RS
PROFI LE
Y.BHG. TAN SRI DATO SERI ONG KA TING
Chairman/Independent Non-Executive
Director
Y.Bhg. Tan Sri Dato Seri Ong Ka Ting, a Malaysian aged 57,
was appointed to the Board of Taliworks on 16 April 2014
whereupon he was elected as an Independent Non-Executive
Chairman of the Company.
Mr. Lim Yew Boon, a Malaysian aged 55, was appointed to the
Board on 1 March 2010 as an Executive Director. He also
serves as a member of the Investment, ESOS and EXCO
committees of the Company.
Mr. Lim has attended all the Board meetings held during the
financial year of the Company.
He is the cousin to both Mr. Lim Chin Sean, a director and
major shareholder of the Company and Y.Bhg. Dato Lim Chee
Meng, another major shareholder of the Company.
13
DIRECTORS
PROFILE
14
DIRECTORS
PROFILE
Mr. Lim Chin Sean, a Malaysian aged 32, was appointed to the
Board on 23 May 2011. He also serves as member of the
Nomination and Remuneration committees of the Company.
15
DIRECTORS
PROFILE
Conflict of interest
None of the Directors has any conflict of interest
with the Company.
3.
Conviction of Offences
None of the Directors has been convicted for any
offences within the past ten (10) years other
than traffic offences, if any.
16
CHAIRMA NS
STATEMEN T
When I was first approached to assume the Chairmanship of
Taliworks, it did not take me long to arrive at a decision and I
was honoured that my services were still valued and required.
This appointment is my second foray into the corporate world
as a board member. Coming into this Annual General Meeting,
it is refreshing to know that some of you have been with us for
a considerable length of time as shareholders.
Although I have only been Chairman for less than two months,
I have been keeping abreast of the developments within
Taliworks. It is significant to me to note that the Group is
actively engaged in the waste water treatment and solid waste
management businesses in China. I firmly believe that given
the right impetus and networking opportunities, management
will be able to steer the businesses of the Group in China
forward, and deliver long term growth which is sustainable and
rewarding.
On the global front, economies are in a much better shape than
before, and the financial markets, which have gone through
much upheaval, have rebounded considerably. This augurs well
as Chinas growth has been much in focus lately, with all eyes
on how the worlds second largest economy will fare given that
the rest of the developed markets are still exhibiting somewhat
anemic growth.
Financial Performance
17
CHAIRMANS
STATEMENT
Dividends
18
E X E CUTIVE DIRECTO RS
RE VIEW OF OPERAT I O N S
bring the matter to an equitable resolution. While these efforts
have sparked several false starts, they have also given rise to
unexpectedly positive developments that could nudge those
involved closer to an agreement.
At the operational level, the high trade receivables in the water
treatment, supply and distribution sector in Selangor continues
to stand out as one of the key dominant risks as it puts a
spotlight on the industrys deteriorating finances. The gross
receivables from our primary customer, Syarikat Pengeluar Air
Sungai Selangor Sdn Bhd (SPLASH), for the financial year
ended 31 December 2013, stood at almost RM260 million,
up from RM218 million for the previous comparable period.
Whilst we still have our eye trained on the ball, uncertainty still
persists as to the effects of the eventual outcome of the
impasse. As the issue has been dragging for a considerable
length of time, we believe that the stalemate will eventually
have to be resolved to address the wider interests of
consumers. Towards this end, we have been fine-tuning our
internal strategies to re-position ourselves to both protect the
Groups assets and safeguard its pecuniary interests in this
matter. Until the impasse in the water restructuring exercise
can be sorted out comprehensively, residual effects will
continue to affect the financial performance of the Group.
Even with the best laid plans and stringent risk mitigation in
place, there is still the possibility that things may go awry. In
2011, the Group commenced the construction of Phase 1 of
the 20 million litre a day (MLD) LINHE waste water and
recycle water treatment plant in Yinchuan under a buildoperate-transfer concept. The company undertaking this
project was initially awarded a 30-year concession to manage
and operate the facility. As reported last year, there was a delay
in the project due to several factors. Eventually, the contracting
parties came to the conclusion that since they could not come
to an agreement on certain key issues, it would be in the best
interests of all parties to transfer the partially constructed
facility to the grantor to complete the project. The Group is in
the midst of negotiations to settle the final compensation sum
and bring the matter to a close. Arising from this turn of events,
the Group made a significant adjustment to its financial
results.
19
EXECUTIVE DIRECTORS
REVIEW OF OPERATIONS
2013
253,338
71,025
61,046
281,812
52,936
39,123
980,859
566,439
1,051,901
605,557
9.9
6.4
129.77
7.8
138.73
4.3
4.5
55
2.5
55
Financial Results
(in RM000)
Revenue
Operating Profit
Profit before tax
11.2%
(25.5%)
(35.9%)
Financial Position
(in RM000)
Total assets employed
Shareholders Equity
Key Financial Ratio
Basic EPS (sen)
Net asset per
share (sen)
Return on Equity (%)
Return on Assets
Employed (%)
Debt-to-equity (%)
7.2%
6.9%
RM 141.5
RM 0.2
2012
RM 47.1 RM 84.0
RM 149.9
RM 0.8
2013
Waste
Management
Construction
Water
Others
20
EXECUTIVE DIRECTORS
REVIEW OF OPERATIONS
21
EXECUTIVE DIRECTORS
REVIEW OF OPERATIONS
22
EXECUTIVE DIRECTORS
REVIEW OF OPERATIONS
23
EXECUTIVE DIRECTORS
REVIEW OF OPERATIONS
24
COR P ORATE
S US TA INABILITY
STATEMEN T
In todays broad marketplace where the interest of all
stakeholders are inter-linked, it is no longer tenable to attain a
successful and sustainable business model directed solely to
maximising profits without any regards whatsoever to the
potential repercussions to these stakeholders, who are in a
position to impact an organisation in achieving its corporate
mission and goals. With the extensive use of the social media
amidst the advent of technological advances in the field of
communication, global citizens are more connected than ever
before. With its easy accessibility and functionality, the social
media is a rather potent instrument that is being widely used
by non government organisations and special interest consumer
groups to shape societal behaviour, demands and perceptions
by raising the level of consciousness over the importance of
sustainability.
Thus, it becomes inevitable that an organisation has to put in
thought and effort to seriously consider the interest of all
stakeholders and work towards a win-win situation where all
parties concerned are able to derive some degree of benefits
without leaving any parties to an extremely disadvantaged
position. However, it should be acknowledged that interest of
the various parties maybe somewhat conflicted with one
another and that a balanced approach would be required to
minimise such conflicts. Up and foremost for the long term
survival of an organisation, is the attainment of a sustainable
business model incorporating good Corporate Social
Responsibilities
(CSR)
practices
that
embraces
responsibilities for the impact arising from the conduct of its
activities.
Unlike the past, organisations today are hard pressed to spell
out clearly their commitment towards environmental, social,
governance (ESG) and sustainability agendas as well as give
an account of the effects and outcomes of their business
practices on their stakeholders. In addition, stakeholders are
also clamouring for organisations to disclose how their
activities can benefit communities and consumers and outline
how they mitigate any negative impact arising from their
business activities.
25
CORPORATE SUSTAINABILITY
STATEMENT
26
CORPORATE SUSTAINABILITY
STATEMENT
27
CORPORATE SUSTAINABILITY
STATEMENT
28
CORPORATE
GOVERNANCE STATEMENT
Todays dynamic business environment and increased stakeholders expectations reinforce the demands for accountability and
transparency expected from the Board in discharging its fiduciary duties and in delivering long term value proposition to
shareholders. As a direct consequence thereof, greater internalisation of enterprise-wide culture of good corporate governance,
maintenance of a sound system of internal control, embedding risk management practices into the day-to-day operations, business
sustainability issues as well as adherence to regulatory requirements becomes one of the key challenges for the Board.
The Board recognises the importance in adopting the Principles and the Recommendations stipulated in the Malaysian Code on
Corporate Governance (revised 2012) (Code) and is committed in ensuring that good corporate governance is observed,
practiced and improved upon throughout the Company and its subsidiaries (Group) to safeguard the interest of shareholders
and that of the other stakeholders.
Since the introduction of the first Malaysian Code on Corporate Governance in 2000, the Board has continuously made efforts
and avail resources to strengthen the corporate governance framework and practices within the Group; to not only attract but
also retain amongst others, long term investors and other valued stakeholders - customers, financiers and even employees. The
Board recognises that good ethical conduct and high level of accountability are important ingredients to support sustainable
development and growth of the Groups businesses both locally and abroad. Needless to say, good corporate governance is a
shared responsibility, with the various stakeholders having equal duty and responsibility to protect and advance their own interests
by exercising the rights accorded to them to ensure that the Group is well governed driven by the basic tenets of good governance.
The following Corporate Governance Statement outlines the manner in which the Group has applied the Principles contained in
the Code to its particular circumstances, having regard to the Recommendations stated under each Principle and the
Recommendation which the Group has yet to comply, together with the reasons for non compliance and the alternatives adopted,
if any.
A. BOARD OF DIRECTORS
1. Board Responsibilities
The Group is headed by a Board that leads and controls the business of the Group. The role of the Board is to
collectively set the strategic direction of the Group and govern the Group with good governance practices.
The Board is entrusted to discharge its fiduciary duties and it has an overall responsibility for the corporate
governance practices of the Group, including amongst others:(a) reviewing and adopting a strategic plan for the Group;
(b) overseeing the conduct of the Groups business to evaluate whether the business is being properly managed;
(c) identifying principal risks and ensuring the implementation of appropriate systems to manage these risks;
(d) succession planning, including appointing, training, fixing the compensation of and where appropriate, replacing
senior management;
(e) developing and implementing an investor relations programme or shareholder communications policy for the
Group; and
(f) reviewing the adequacy and the integrity of the Groups internal control systems and management information
systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines.
29
CORPORATE
GOVERNANCE STATEMENT
The Board has reserved for itself, decisions in respect of matters significant to the Groups business operations, that
include the approval of key corporate plans, annual operating and capital expenditure budgets, major business
transactions involving either the acquisitions or disposals of business, interests and/or assets, consideration of
significant financial matters and announcements of financial results, changes to the composition of the Board and
the board committees as well as control structure within the Group.
To effectively carry out its responsibilities, the Board has delegated certain of its functions to other board committees,
namely the following board committees as advocated under the Code:(a) Audit Committee;
(b) Nomination Committee; and
(c) Remuneration Committee
Each of the Board committees operates under its own terms of reference as approved by the Board. At every Board
meetings, the Board committee chairperson shall report to the Board, any significant developments and deliberations
conducted at the Board committee level.
At the end of the financial year, the Board, led by an Independent Non-Executive Chairman, was made up of six (6)
members (including the Chairman) comprising one (1) Executive Director and five (5) other Non-Executive Directors,
four (4) of whom are Independent Directors.
The Board is of the opinion that it has the right balance of skills and experience appropriate for the requirements of
the business, that no individual dominated the decision making process and that the Board has operated effectively
throughout the year and is confident that it will continue to do so.
The composition of the Board is deemed well balanced representing both the major and minority shareholders
interests and complied with the Listing Requirements of Bursa Malaysia Securities Berhad (Listing Requirements)
where at least two (2) directors or one-third (1/3) of the Board, whichever is higher, must comprise of independent
directors.
The Board having reviewed the size and complexity of the Groups operation is of the view that the number of
members in the Board is appropriate. Nevertheless, the Board is receptive to revamp the composition of members
to ensure that the Board is able to function more effectively.
Under the Code, it is recommended that the Board must comprise a majority of Independent Directors where the
chairperson of the Board is not an Independent Director. Encik Suhaimi bin Kamaralzaman (subsequently resigned
from the Board on 31 March 2014), who was then a Non-Independent Non-Executive Chairman, was re-designated
as an Independent Non-Executive Chairman on 17 October 2013 following the cessation of Kumpulan Perangsang
Selangor Berhad, in which he is the Group Chief Executive Officer/Managing Director, as a substantial shareholder
of the Company.
30
CORPORATE
GOVERNANCE STATEMENT
31
CORPORATE
GOVERNA NCE STATEMENT
Age Profile
Skill-set
Male
30-45
years
46-60
years
>61
years
Finance
related
Engineering
related
IT
related
ED
INED
NINED
Total
Under the Corporate Governance Blueprint 2011, it was advocated that the Board should ensure participation of
women in the Board to reach 30% by year 2016 and that the Board should disclose in the annual report their gender
diversity policies and targets, and the measures taken to meet those targets.
It is the intention of the Board to provide equal opportunity to candidates with merit. Nevertheless, the Board will
give due consideration to the increasing importance attached to board gender diversity to bring about a more diverse
perspective to issues faced by the Group.
4. Tenure of Directors
As at 31 December 2013
3-9 years
ED
INED
NINED
Total
32
CORPORATE
GOVERNANCE STATEMENT
One of the Recommendations under the Code requires that the tenure of an Independent Director not to exceed a
cumulative term of nine (9) years. Currently, the Board does not have a policy on the tenure for Independent Directors
as the Board is of the view that a term of more than nine (9) years may not necessary impair independence and
judgment of an Independent Director and therefore the Board does not deemed it appropriate to impose a fixed
term limit for Independent Directors at this juncture.
Y.Bhg. Dato Hj Mohd Sinon bin Mudakir and Encik Sulaiman bin Salleh, Independent Directors who have served
the Company for more than nine (9) years, have indicated their intention to the Board not to seek re-election at the
forthcoming Annual General Meeting.
6. Board Charter
The Board has approved a board charter (Board Charter) on 24 April 2013 which sets out a list of specific functions
that are reserved for the Board. This Board Charter serves not only as a reminder of the Boards roles and
responsibilities, but also as a general statement of intent and expectation as to how the Board will discharge its
duties. The Board Charter addresses, among others, the following matters:(a) a general outline of the Boards purpose;
(b) an overview of the Boards roles and responsibilities;
(c) structure and membership, including a requirement that two (2) or one-third of members, whichever is higher,
be Independent Non-Executive Directors;
(d) a formal schedule of matters reserved for the Board;
(e) a position description of the role of the chairperson, the Executive Directors as well as the Independent Directors;
and
(f) appointment of Board committees;
33
CORPORATE
GOVERNANCE STATEMENT
The Board Charter is to be periodically reviewed and updated in accordance with the needs of the Company and any
new regulations that may have an impact on the discharge of the Boards responsibilities. A copy of the Board Charter
is published in the Companys website at http://www.taliworks.com.my/governance/board_charter.html
The Directors are expected to adhere to the Code of Business Conduct and Ethics for Directors which is based on
principles of integrity, objectivity, accountability, commitment, transparency, honesty and corporate social
responsibility in order to enhance the Groups standard of corporate governance and behaviour.
This code sets out the general principles and standards of business conduct and ethical behaviour for the Directors
in the performance and exercise of their responsibilities as directors of the Company or when representing the
Company and includes the expectation of professionalism and trustworthiness from the Directors.
The Code of Business Conduct and Ethics for Directors was approved and formally adopted on
24 April 2013 and a copy of the document is published in the Companys website at
http://www.taliworks.com.my/governance/conduct_and_ethics.html
8. Board Meetings
The Board meets on a quarterly basis, to amongst others, review the operations, financial performance, reports from
the various Board committees and other significant matters of the Group. Where any direction or decisions are
required expeditiously or urgently from the Board between the regular meetings, special Board meetings maybe
convened by the Company Secretary, after consultation with the chairperson.
Besides Board meetings, the Board also exercises control on matters that require its approval through circulation of
resolutions.
The Board would normally allocate its time at scheduled Board meeting during the year as follows:(a) reviewing the Quarterly Operational Report comprising the operational performance of the various business units,
their key performance indicators, status of trade receivables and collections and any incidence of fraud from
the Executive Director;
(b) reviewing the Quarterly Financial Reports and Annual Budgets from the General Manager, Group Finance;
(c) reviewing the reports and minutes of each of the Board committees; and
(d) legal and secretarial matters including any pronouncements from the stock exchange.
Minutes of each Board meeting prepared by the Company Secretary are circulated to the Directors for their review
prior to their confirmation at the subsequent Board meeting. The minutes will record the Boards deliberations in
terms of issues discussed and the conclusions thereto to provide a historical record and insight into decisions made
by the Board including contrary views expressed by any of the Directors.
34
CORPORATE
GOVERNANCE STATEMENT
Minutes of proceedings and resolutions passed are kept in the statutory register at the registered office of the
Company. A Director, who is, in any way, directly or indirectly interested in any proposed transaction to be entered
into by the Company or the Group, will be required to make a declaration to that effect and the Director concerned
will then abstain from any decision making process in which he/she has an interest in.
Where a transaction is required to be approved by shareholders, interested Directors will abstain from voting in
respect of their shareholdings in the Company and they will further undertake to ensure that persons connected to
them will similarly abstain from voting.
Prior to each Board meeting, members of the Board will be provided with an agenda and a set of board papers
containing reports and other relevant information detailing various aspects of the Groups operations and performance
to enable them to make informed decisions. The Board papers may include financial, strategic and corporate
proposals that require the Boards deliberation and approval.
The General Manager, Group Finance will be present during Board meetings whereas other senior management, both
external and internal auditors and/or advisers maybe invited to attend the Board meetings, if required, to provide
additional information on the relevant agenda tabled at the Board meetings.
The Directors in discharging their duties and responsibilities are entitled to have full and unrestricted access to all
information and to management on matters relating to the Groups operations. They also have access to the advice
and services of the Company Secretary and where necessary, in furtherance of their duties, are entitled to seek
independent professional advice at the Companys expense.
The Company Secretary is responsible to inform the Directors on the requirements that must be complied with under
the Listing Requirements (including serving of notice to Directors on the closed period for trading in accordance
with Chapter 14 on Dealings in Securities) and any new statutory and regulatory requirements that are relevant to
enable the Board to fulfil its role and responsibilities. The appointment and termination of the Company Secretary
is at the sole discretion of the Board.
In accordance with the Companys Articles of Association, one-third (1/3) of the Directors including the Managing
Director, if any, shall retire by rotation at each Annual General Meeting and be eligible for re-election provided always
that each Director shall retire from office at least once in every three (3) years. Being eligible, they may offer
themselves for re-election.
Any person appointed by the Board either to fill a casual vacancy or as an addition to the existing Directors, shall
hold office until the conclusion of the next Annual General Meeting and shall then be eligible for re-election.
35
CORPORATE
GOVERNANCE STATEMENT
Pursuant to Section 129(2) of the Companies Act, 1965, Directors who are over the age of seventy (70) years shall
retire at every Annual General Meeting and may offer themselves for re-appointment to hold office until the
conclusion of the next Annual General Meeting.
In accordance with the Code, the Board must justify and seek shareholders approval in the event it retains as an
Independent Director, a person who has served in that capacity for more than nine years.
Due to the ever increasing complexities in doing business, Directors are expected to upgrade their skill sets and
keep themselves abreast with the developments in the business environment as well as with any new relevant
regulatory and statutory requirements to maximise their effectiveness as members of the Board.
This is achieved amongst others, through attending trainings externally or provided in-house, reading relevant
publications and adhering to continuing professional education required by the respective professional bodies. Training
programmes, courses, seminars, conferences, talks, briefings attended by the Directors during the year were as follows:Encik Suhaimi bin Kamaralzaman
Directors are also kept informed of the latest regulatory developments by the Company Secretary.
The Company does not have a formal arrangement to provide any in-house orientation or education programmes for
new appointees to the Board. Members of the Board are encouraged to participate in relevant training programmes on
their own at the Companys expense so as to keep themselves updated on developments that are current and relevant.
Training needs as a whole are assessed by the Nomination Committee on an annual basis and reported to the Board.
To assist the Board to effectively discharge its role and functions, the Board has delegated certain of its duties and
responsibilities to the various Board committees. The primary objectives of establishing Board committees are
amongst others, to allow Board members to make better use of their limited time and resources, allow more focus
to be given to complex issues and recommending any course of action and reinforcing the role of Independent
Directors in monitoring the activities of the Group.
36
CORPORATE
GOVERNANCE STATEMENT
The delegation by the Board does not diminish nor abdicate its responsibility and the Board remains responsible
for all the actions of the Board committees with regard to the execution of the delegated responsibility. To ensure
proper delegation, the Board formulates, establishes and approves the appropriate terms of reference; defining the
responsibilities and authority of the said Board committees.
NC
RC
ED
Mr. Lim Yew Boon
INED
Y. Bhg Dato Hj Mohd Sinon bin Mudakir
M2
C1
C1
M2
M3
EC
NINED
Mr. Lim Chin Sean
IC
37
CORPORATE
GOVERNANCE STATEMENT
Board
Company
Secretaries
Executive
Director
Business
Development
Group
Finance
Legal
and
Secretarial
Investor
Relationship
Business
Operating
Units
Human
Resources
Water &
Engineering
Division
Construction
and
Engineering
Division
Technology
Division
PRC
Operations
Audit
Committee
Nomination
Committee
Risk
Management
Working
Group
Internal
Audit
Department
Remuneration
Committee
Investment
Committee
ESOS
Committee
Executive
Committee
Disclosure
Committee
Corporate
Communication
Information
Technology
Corporate
Affairs
38
CORPORATE
GOVERNANCE STATEMENT
The Nomination Committee is made up entirely of Non-Executive Directors, the majority of whom are Independent
Directors. The Committee is headed by an Independent Non-Executive Director and is responsible for recommending
suitable candidates to be appointed to the Board. Members of the Committee in making their recommendations,
will be required to consider the candidates skills, knowledge, expertise and experience, professionalism, integrity;
and in the case of candidates for the position of Independent Non-Executive Directors, they will also evaluate the
candidates ability to discharge such responsibilities and/or functions as expected from Independent Non-Executive
Directors.
The Nomination Committee would also carry out assessment of the effectiveness of the Board as a whole, the
Committees of the Board and each individual Director on an annual basis. The Board through this Committee
reviews the required mix of skills and experience and other qualities the Board requires in order for it to discharge
its duties effectively. As an added responsibility to comply with the Recommendations of the Code, the Committee
will also be looking into establishing a policy formalising the Boards approach to boardroom diversity.
39
CORPORATE
GOVERNANCE STATEMENT
This Working Group is headed by the Executive Director and comprise of three (3) other senior management
namely the Director of Business Development, the Group General Manager (Water & Engineering division) and
the General Manager, Group Finance in ensuring that all risk classes particularly the Group strategic risks, risks
related to the water, waste management and construction businesses, are considered at an appropriately senior
level in a consistent manner and that the Board through the Audit Committee receives periodic reporting on the
risk environment and managements actions to mitigate and manage significant risks in a manner consistent with
the Groups risk appetite.
The RMWG is responsible to oversee the risk management activities of the Group, approving appropriate risk
management procedures and measurement methodologies across the Group as well as identifying and managing
strategic business risks of the Group. In fulfilling the primary objectives, the RMWG is tasked to undertake the
following responsibilities and duties:(a) to promote good risk management practices and effective governance within the Group and in ensuring that
roles, responsibilities and accountability in managing risks are clearly established, defined and communicated;
(b) to create high level risk policies aligned with the Groups strategic business objectives;
(c) to review the enterprise risk management framework for the effective identification, assessment,
measurement, monitoring, reporting and mitigation of risks within the Group;
(d) to identify and communicate existing and potential critical risk areas faced by the Group and the management
action plans to mitigate such risks by working with the internal auditors in providing periodic reports and
updates to the Audit Committee;
(e) to assist in the risk appraisal of proposals evaluated by the Investment Committee, if required.
The RMWG met four (4) times during the year in review.
40
CORPORATE
GOVERNANCE STATEMENT
14
the chief
the chief
the chief
such any
AC
NC
ED
Mr. Lim Yew Boon
7/7
INED
Y. Bhg Dato Hj Mohd Sinon bin Mudakir
6/7
5/6
2/2
7/7
6/6
2/2
7/7
4/4
4/4
NINED
Mr. Lim Chin Sean
Mr. Wong Yien Kim (Resigned on 17 October 2013)
6/7
5/5
4/4
Definition
ED - Executive Director
INED - Independent Non-Executive Directors
NINED - Non-Independent Non-Executive Directors
BOD - Board
AC - Audit Committee
NC - Nomination Committee
RC - Remuneration Committee
RC
1/1
1/1
1/2
1/1
41
CORPORATE
GOVERNANCE STATEMENT
B. DIRECTORS REMUNERATION
Directors remuneration is generally benchmarked against the market average of comparable companies to attract talent
and retain the Directors to run the Company.
Directors are entitled to share options granted by the Company under an employees share option scheme (ESOS)
after the requisite approvals have been obtained from shareholders at a general meeting. The number of share options
granted to Directors is based on their number of years in service with the Company and whether they hold any executive
position in the Company. Under the ESOS By-laws, Non-Executive Directors are prohibited to sell, transfer or assign the
new shares allotted and issued to them pursuant to the exercise of the ESOS options within one (1) year from the date
of offer of such options.
The remuneration of the Executive Director is based on the terms of his employment contract with the Company. He is
also remunerated in the form of directors fees as approved by shareholders at the Annual General Meeting (AGM).
Non-Executive Directors are remunerated in the form of directors fees as approved by shareholders at the AGM and an
allowance for their attendance at the Board and other Board committees meetings. The remuneration for the chairperson
of the Board and the Audit Committee is comparatively higher than the other Non-Executive Directors in view of their
greater responsibility and accountability. In the same light, the chairperson of the other Board committees is also
accorded higher meeting allowance.
The Directors fees (which are not performance related) and meeting allowances for the year remain unchanged from the
previous year as approved by the Remuneration Committee are listed below as follows:RM per Annum
Directors Fees
Chairperson
ED
INED
NINED
40,000
(Board and Audit Committee)
25,000
30,000
30,000
Definition
ED - Executive Director
INED - Independent Non-Executive Directors
NINED - Non-Independent Non-Executive Directors
BOD - Board
AC - Audit Committee
NC - Nomination Committee
RC - Remuneration Committee
BOD
RM per Meeting
AC
NC
RC
1,600
1,600
1,600
1,600
1,000
1,000
1,000
n/a
1,000
1,000
n/a
1,000
1,000
n/a
1,000
1,000
42
CORPORATE
GOVERNANCE STATEMENT
The details of Directors remuneration for the financial year were as follows:-
(a) Aggregate remuneration (collectively received from Company and its subsidiaries) categorised into appropriate
components:-
(i) Fees
(ii) Salaries, bonus and defined contribution plan
(iii) Other emoluments
Total
Executive
Director
(RM000)
Non-Executive
Directors
(RM000)
Total
(RM000)
25
288
303
185
72
210
288
375
616
257
873
(b) The remuneration paid to directors during the year analysed into bands of RM50,000 is as follows:Range of Remuneration
Executive
Director
Non-Executive
Directors
Total
Up to RM50,000
RM50,001 to RM100,000
RM600,001 to RM650,000
4*
2
-
4
2
1
Total
The Company recognises the importance of proper communication with shareholders and the wider investment
community to ensure that trading in the Companys securities take place in an informed market. This is done through
timely dissemination of information on the Groups performance and major developments which are communicated
vide the following medium:(i) the Annual Report and relevant circulars despatched to shareholders and published in the Companys website;
and
(ii) issuance of various disclosures and announcements including the interim financial reports to the stock exchange.
In addition, the Group leverages on the use of information technology for effective dissemination of information by
maintaining a website at http://www.taliworks.com.my which shareholders or other stakeholders can access for
information. All information released to the stock exchange is posted on the Investor Relations section of the website.
Alternatively, the Groups latest announcements can be obtained via the stock exchanges website maintained at
http://announcements.bursamalaysia.com.
43
CORPORATE
GOVERNANCE STATEMENT
The Company is also a participant in the CMDF-Bursa Research Scheme to enhance research coverage on the Group
by an independent research house, Netresearch-Asia Sdn. Bhd. (+603-2163 3700); so as to provide shareholders
and other stakeholders with further information to facilitate their investment decisions. For 2013, four reports have
been published as follows:Title of Report
4QFY12
2QFY13
3QFY13
4QFY13
Results
Results
Results
Results
Date of Publication
Update
Update
Update
Report
:
:
:
:
28
29
21
27
February 2013
August 2013
November 2013
February 2014
Copies
of
independent
research
reports
on
the
Group
can
be
downloaded
http://www.bursamalaysia.com/market/listed-companies/research-repository/research-reports
from
Within the organisation, the Groups investor relationship is headed by the General Manager, Group Finance, who
attends to various investors particularly institutional investors, fund managers and investment analysts and a
corporate communications department to communicate with members of the media. While the Group endeavours to
provide as much information as possible, it is guided by the regulatory framework governing the release of material
and price sensitive information. The Group is also bound by an internal guideline on investors and media relationship
which sets out the communication channels, authorised spokespersons and crisis management procedures.
The Board has identified Y.Bhg. Dato Hj Mohd Sinon Bin Mudakir, the Senior Independent Non-Executive Director,
to whom any queries, feedbacks and concerns with regards to the Group, may be conveyed. Letters stamped Private
& Confidential can be addressed to him personally at the Companys registered address at:Level 7, Menara Milenium,
Jalan Damanlela, Pusat Bandar Damansara,
Damansara Heights,
50490 Kuala Lumpur, Malaysia.
For ease of communication via the internet, the Group has identified the following email addresses for shareholders
and the public to send in their email messages:(a) Communications with the Company at info@taliworks.com.my
(b) Communications with the Senior Independent Non-Executive Director, at SID@taliworks.com.my
(c) Communications with the investor relations unit and/or corporate communications department at
investor@taliworks.com.my
44
CORPORATE
GOVERNANCE STATEMENT
The AGM which is held once a year is the principal forum for dialogue with shareholders. The Annual Report
together with the Notice of AGM is sent to registered shareholders within the prescribed period as allowed under
the Companys Memorandum and Articles of Association and the Listing Requirements, as the case maybe.
Where special business items appear in the Notice of AGM, an explanatory note will be included as a footnote
to enlighten shareholders on the significance and impact when shareholders deliberate on a resolution.
At the AGM, shareholders are encouraged to participate, speak, vote and to demand a poll vote. Shareholders
are given the opportunity to seek clarification on any matters pertaining to the business activities and financial
performance of the Group. Shareholders are also encouraged to make their views known to the Board and to
raise directly any matters of concern. Members of the Board as well as management are present to answer
questions raised at these meetings.
The chairperson of the AGM will inform shareholders of their right to demand a poll vote at the commencement
of the AGM and also before any vote is taken by a show of hands. In compliance with the Listing Requirements,
the Company has amended its Memorandum and Articles of Association in the previous AGM to incorporate the
provision for electronic poll voting.
The External Auditors of the Company also attend the AGM and are available to answer questions about the
conduct of the audit and the preparation and content of the Auditors Report.
45
CORPORATE
GOVERNANCE STATEMENT
1. Financial Reporting
The Board aims to present a balanced and meaningful assessment of the Groups financial performance and
prospects to shareholders, investors and regulators. This assessment is primarily provided in the Annual Report
through the Chairmans Statement, the Executive Directors Review of Operations and the accompanying audited
financial statements. The Group also announces its interim financial results on a quarterly basis in compliance with
the Listing Requirements. The interim financial results are reviewed by the Audit Committee and approved by the
Board prior to public release.
For the year in review, the Group had announced its interim results and published its audited financial statements
within the two (2) and four (4) months timeframe respectively as required under the Listing Requirements.
The Directors are required by the Companies Act, 1965 (the Act) to ensure that the financial statements prepared
for each financial year give a true and fair view of the state of affairs of the Group and the Company as at the end
of the financial year and of the results and cash flows of the Group and the Company for the financial year.
As required by the Act and the Listing Requirements, the financial statements have been prepared in accordance
with the Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements
of the Act.
The Directors have considered in preparing the latest set of financial statements, that the Group has used appropriate
accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates.
The Directors have ensured that the accounting records to be kept by the Group and the Company have been properly
kept in accordance with the provisions of the Act, which disclose with reasonable accuracy the financial position of
the Group and of the Company.
The Statement on Risk Management and Internal Control set out in this Annual Report required to be made pursuant
to the Listing Requirements, provides an overview on the state of risk management and internal control of the Group.
The Board is responsible for identifying and managing principal risks by establishing a sound risk management
framework and in maintaining an appropriate system of internal controls within the Group by ensuring the
effectiveness, adequacy and integrity of this system.
The risk management framework consists of an on-going process to identify, evaluate, monitor and manage principal
risks that affect or will potentially affect the achievement of the Groups business objectives.
The Board acknowledges its overall responsibility for maintaining a sound system of internal control to safeguard
shareholders investments, the Groups assets, and the need to review the adequacy and integrity of those systems
regularly. In establishing and reviewing the system of internal control, the Board wishes to highlight that the system
of internal control can only provide reasonable but not absolute assurance against the risk of material misstatement
or loss due to inherent limitations.
46
CORPORATE
GOVERNANCE STATEMENT
The role of the Audit Committee in relation to the External Auditors is found in the Audit Committees Report included
in this Annual Report. The management maintains a close and transparent relationship with the External Auditors
in seeking professional advice and ensuring compliance with the applicable accounting standards.
The Audit Committee will meet with the External Auditors at least twice a year without the presence of management
to ensure that the independence and objectivity of the External Auditors are not compromised and matters of
concerns expressed by the Audit Committee are duly recorded by the Company Secretary.
Under its terms of reference, the Audit Committee is responsible to:(a) establish policies governing the circumstances under which contracts for the provision of non-audit services can
be entered into and procedures that must be followed by the External Auditors to monitor independence and
qualification of the External Auditors; and
(b) obtain written assurance from the external auditors confirming that they are, and have been, independent
throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and
regulatory requirements.
F.
DIVIDEND POLICY
The Company does not have a stated dividend policy but as a general policy, the Board is committed to create long term
shareholders value through business expansion to ensure long term sustainability of dividend payouts to shareholders.
The quantum of dividend declared and paid in any year would depend amongst others, the financial performance of the
Group, operating requirements and funds required to be set aside for current and future business expansion purposes.
47
CORPORATE
GOVERNANCE STATEMENT
G. WHISTLE-BLOWING POLICY
The Group has implemented a whistle-blowing policy, the objectives of which are as follows:(a) to promote accountability and transparency within the Group;
(b) to provide an established channel for legitimate concerns to be raised and where necessary, to take appropriate
action(s) to resolve such issues promptly and effectively;
(c) to protect the integrity of the Group, the Board and the employees by standing up to any public scrutiny through the
proper and effective implementation of this policy;
(d) to protect an employee from any form of harassment, reprisal or retaliation as a direct consequence of him/her
reporting any wrongdoings under this policy. The protection accorded is to encourage an employee to report such
wrongdoings whilst removing any fear or risks and to safeguard his/her identity; and
(e) to address a disclosure in an appropriate and timely manner internally within the Group.
Any stakeholder can address his/her concerns pertaining to matters of the Group to the following persons:(a) the Senior Independent Director, Y. Bhg. Dato Hj Mohd Sinon bin Mudakir, at SID@taliworks.com.my
(b) the Executive Director of the Company, Mr. Lim Yew Boon, at ronnie@taliworks.com.my
H. SUSTAINABILITY
The details of the Groups sustainability activities including its corporate social responsibility activities are set out in the
Corporate Sustainability Statement in this Annual Report.
I.
48
AUDIT COMMITTEE
REPORT
The Audit Committee is pleased to present the Audit Committee Report for the financial year ended 31 December 2013.
A. COMPOSITION
The Audit Committee consists of the following members:(a) Encik Sulaiman bin Salleh, Audit Committee Chairman
(Independent Non-Executive Director)
(b) Y. Bhg. Dato Hj Mohd Sinon bin Mudakir, Audit Committee Member
(Senior Independent Non-Executive Director)
(c) Mr. Soong Chee Keong, Audit Committee Member
(Independent Non-Executive Director)
Note:
(i) Encik Sulaiman bin Salleh was re-designated as the Chairman on 27 February 2013.
(ii) Y.Bhg. Dato Hj Mohd Sinon bin Mudakir was re-designated as a member on 27 February 2013.
(iii) Mr. Soong Chee Keong was appointed as a member with effect from 27 May 2013.
(iv) Mr. Wong Yien Kim had ceased to be a member with effect from 17 October 2013.
Membership
The Audit Committee shall be appointed by the Board from amongst the Directors and shall consist of not less than three
members, a majority of whom shall be Independent Directors. All members of the Audit Committee must comprise of nonexecutive directors.
The members of the Audit Committee shall elect a chairman from among their members who shall be an independent director.
No alternate director shall be appointed as a member of the Audit Committee.
The Board shall review the term of office and performance of the Audit Committee and each of its members at least once in
every three years to determine whether the Audit Committee and its members have carried out their duties in accordance
with these terms of reference.
Quorum
Majority of members present must be independent directors.
Circular Resolutions
A resolution in writing signed by a majority of members for the time being shall be as valid and effectual as if it had been
passed at a meeting of the Committee duly called and constituted. Any such resolution may consist of several documents in
like form, each signed by one (1) or more members.
49
AUDIT COMMITTEE
REPORT
Qualification
At least one (1) member of the Committee;
(a) must be a member of the Malaysian Institute of Accountants; or
(b) if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years working experience
and:
he must have passed the examinations specified in Part I of the First Schedule of the Accountants Act, 1967; or
he must be a member of one (1) of the associations of accountants specified in Part II of the First Schedule of the
Accountants Act, 1967; or
fulfils such other requirement as prescribed or approved by the Bursa Malaysia Securities Berhad (Bursa
Securities).
In this respect, both Encik Sulaiman bin Salleh and Mr. Soong Chee Keong are members of the Malaysian Institute of
Accountants.
Authority
The Committee is authorised by the Board to investigate any activity within its terms of reference and shall have unrestricted
access to both the internal and external auditors and to all employees of the Group. The Committee is also authorised by the
Board to obtain external legal or other independent professional advice as necessary.
Risk Management
(a) to review the adequacy and effectiveness of the risk management framework and policies in managing the key risks of
the Group.
50
AUDIT COMMITTEE
REPORT
External Audit
(a) to discuss with the external auditors, prior to the commencement of an audit, the audit plan which states the nature and
scope of the audit;
(b) to consider the nomination and appointment of external auditors, as well as fixing their remuneration;
(c) to establish policies governing the circumstances under which contracts for the provision of non-audit services can be
entered into and procedures that must be followed by the external auditors;
(d) to review major audit findings arising from interim and final audits, the audit report and the assistance given by the
employees of the Group to the external auditors;
(e) to review with the external auditors, their evaluation of the system of internal controls, the management letter and
managements response;
(f) to monitor independence and qualification of the external auditors. The Audit Committee is to obtain written assurance
from the external auditors confirming that they are, and have been, independent throughout the conduct of the audit
engagement in accordance with the terms of all relevant professional and regulatory requirements;
(g) to review any letter of resignation from the external auditors and any questions of resignation or dismissal; and
(h) to review whether there is reason (supported by grounds) to believe that the external auditors are not suitable for reappointment.
Internal Audit
(a) to support and provide directions to the internal audit function to ensure its effectiveness;
(b) to review the adequacy and effectiveness of internal control systems instituted within the Group;
(c) to review the adequacy of scope, functions, competency and resources of the internal audit function and whether it has
the necessary authority to carry out its work;
(d) to review the internal audit programme, processes, the results of the internal audit programme, processes or investigations
undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;
51
AUDIT COMMITTEE
REPORT
Others
(a) to review any related party transactions and conflict of interest situation that may arise within the Company or Group
including any transaction, procedure or course of conduct that raises questions of management integrity;
(b) to verify that the allocation of options pursuant to the Employees Share Options Scheme of the Company is in accordance
with the criteria for allocation established under the scheme at the end of each financial year; and
(c) to promptly report to Bursa Securities if it is of the view that a matter reported by it to the Board has not been satisfactorily
resolved resulting in a breach of the Listing Requirements.
C. MEETINGS
The Audit Committee convened six (6) meetings during the year and the attendance of each of the members was as follows:-
26 Feb
24 Apr
29 May
26 Aug
20 Nov
9 Dec
Total
N/A
N/A
Abs
N/A
N/A
6/6
5/6
4/4
4/4
Note:
= Present
Abs = Absent
N/A = Not applicable
D. TRAINING
The trainings attended by members of the Audit Committee during the year are disclosed in the Corporate Governance
Statement included in this Annual Report.
52
AUDIT COMMITTEE
REPORT
E. SUMMARY OF ACTIVITIES
A summary of the activities undertaken by the Audit Committee during the year is set out below:-
Financial Reporting
(a) Reviewed the quarterly financial and operations reports, the interim financial reports and the audited financial statements
prior to recommending them for the approval of the Board;
External Audit
(a) Reviewed the nomination and appointment of external auditors; as well as fixing their remuneration;
(b) Reviewed and approved the external audit plan;
(c) Reviewed with the external auditors the approved accounting standards applicable to the audited financial statements
of the Company and of the Group;
(d) Reviewed with the external auditors the results of the audit, the audit report including managements response to matters
highlighted in the said report;
(e) Reviewed the external auditors re-appointment and remuneration; and
(f) Met with the external auditors without the presence of management.
Internal Audit
(a) Reviewed and approved the Internal Audit Plan;
(b) Reviewed the internal audit reports, which highlighted the audit findings, effects / potential risks, recommendations,
managements response and action plans;
(c) Mediated disagreements between internal auditors and management on audit recommendations and action plans; and
(d) Ensured material findings were addressed and attended to by the management.
Risk Management
(a) Reviewed the reports by the Risk Management Working Group and thereafter reporting the same to the Board.
53
AUDIT COMMITTEE
REPORT
Audit Committees Report and Statement on Risk Management and Internal Control
Reviewed the Audit Committees Report and Statement on Risk Management and Internal Control for inclusion in the
Companys Annual Report.
Fraud
Considered major incidences of fraud or wrongdoings, if any, reported by the Executive Director to the Audit Committee.
F.
54
STATEMENT ON
RISK MANAGEMENT AND INTERNAL CONTROL
This Statement on Risk Management and Internal Control is made pursuant to paragraph 15.26(b) of the Listing Requirements
of Bursa Malaysia Securities Berhad (Bursa Securities) which requires the Board to include in this Annual Report a statement
about the state of risk management and internal control of the Company and its subsidiaries (Group).
Responsibility
The Board is responsible for identifying and managing principal risks by establishing a sound risk management framework and
in maintaining an appropriate system of internal controls within the Group by ensuring the effectiveness, adequacy and integrity
of this system.
Because of the inherent limitations, the risk management framework and system of internal control is designed to minimise and
manage risks at an acceptable level rather than to eliminate them. Accordingly, the risk management framework and system of
internal control can only provide reasonable but not absolute assurance against any failure by the Group to meet its business
objectives or to detect material errors, losses, fraud or breaches of laws or regulations.
Accompanying the maintenance of an appropriate system of internal control, is an on-going process to identify, evaluate, monitor
and manage principal risks faced by the Group and this process is regularly reviewed by the Board and is generally in line with
the Statement on Risk Management and Internal Control (Guidelines for Directors of Listed Issuers) which is intended to guide
directors of listed issuers in making disclosures concerning risk management and internal control in their companys annual
report.
Both the risk management and internal control process are undertaken by the Audit Committee which reports its findings to the
Board. Whilst the Audit Committee has delegated the implementation of the system of internal controls within an established
framework to the management, it is assisted by an internal audit function which provides an independent assessment and the
relevant assurance on the effectiveness, adequacy and integrity of the system of internal control based on findings from internal
audit reviews carried out during the year in review. In respect of the risk management function, this role is currently being
undertaken by the Risk Management Working Group (RMWG), chaired by the Executive Director.
The Board reviews the appropriateness of the system of internal control in joint ventures which contribute significantly to the
Group; however it does not evaluate the system of internal control of associated companies where the Group does not have full
management control.
55
STATEMENT ON
RISK MANAGEMENT AND INTERNAL CONTROL
This framework consists of an on-going process to identify, evaluate, monitor and manage principal risks that affect or will
potentially affect the achievement of the Groups business objectives. The main features of the Groups risk management
framework involve the following key processes:(a) The management is entrusted to develop, operate and monitor the system of internal controls to address the various risks
faced by the Group;
(b) A database of all risks and controls is maintained and updated, and the information filtered to produce detailed risk registers
and individual risk profiles. Key risk areas are identified and scored for likelihood of the risks occurring and the magnitude
of the impact;
(c) A risk assessment update is carried out by the operating units internally to determine any changes to the risk profile;
(d) Quarterly risk assessment reports are submitted to the RMWG for review;
(e) The RMWG will report its findings to the Audit Committee which then reports to the Board.
56
STATEMENT ON
RISK MANAGEMENT AND INTERNAL CONTROL
Managements Assurance
In accordance with the requirements of the Statement on Risk Management and Internal Control (Guidelines for Directors of
Listed Issuers), the Executive Director and the General Manager, Group Finance, representing the management, have given
reasonable assurance to the Board that the Groups risk management and internal control systems are adequate and effective,
in all material aspects, based on the risk management and internal controls adopted by the Group and similar assurance given
by the respective heads of operations.
57
ADDITIONAL
COMPLIANCE INFORMATION
In compliance with Part A of Appendix 9C of the Listing Requirements, the following are additional information in respect of the
financial year ended 31 December 2013 to be disclosed in this Annual Report:1. Share Buy-Back
The Company has not implemented any share buy-back scheme.
2. Options, Warrants or Convertible Securities
During the financial year, there were no options or convertible securities exercised into ordinary shares of the Company.
3. Depository Receipt Programme
The Company did not sponsor any depository receipt programme during the financial year.
4. Imposition of Sanctions and/or Penalties
There were no sanctions and/or penalties imposed on the Company and its subsidiaries, directors or management by the
relevant regulatory bodies during the financial year.
5. Non-Audit Fees
The non-audit fees incurred for services rendered to the Company and its subsidiaries by the external auditors, Deloitte or a
firm or company affiliated to it, amounted to RM53,000 as disclosed in Note 9 to the financial statements.
6. Variation in Results
There were no variances of 10% or more between the results for the financial year ended 31 December 2013 and the
unaudited results previously announced.
7. Status of Utilisation of Proceeds
There were no proceeds raised from any corporate proposals during the financial year.
8. Profit Guarantee
The Company did not give any profit guarantee during the financial year.
10. Material Contracts
Save as disclosed in Note 43 of the financial statements, there were no material contracts entered into by the Company and
its subsidiaries involving directors and/or major shareholders interest, either still subsisting at the end of the financial year,
or if not subsisting, entered into since the end of the financial year ended 31 December 2013.
11. Recurrent Related Party Transaction of Revenue or Trading Nature
At the Annual General Meeting of the Company held on 26 June 2013, the Company had obtained a mandate from its
shareholders to allow the Company and its subsidiaries to enter into recurrent related party transactions of revenue or trading
nature. Pursuant to paragraph 10.09(2)(b) of the Listing Requirements, the details of the recurrent related party transactions
of a revenue or trading nature conducted during the financial year ended 31 December 2013 pursuant to the said
shareholders mandate, the aggregate value of transactions of which exceeds RM1,000,000, is as follows:-
Related Party
Type of Transaction
Aggregate Value of
Transactions (RM000)
14,004
58
ADDITIONAL
COMPLIANCE INFORMATION
During the
financial year
(000)
Since the
commencement of
the Share
Issuance Scheme
(000)
During the
financial year
(000)
Since the
commencement of
the Share
Issuance Scheme
(000)
0
0
5,460
6,410
0
0
650
770
0
0
5,282
1,741
0
0
650
160
10
177
145
685
0
0
0
265
33
3,984
33
3,984
0
200
0
345
59
ADDITIONAL
COMPLIANCE INFORMATION
No share options
were granted
during the year
25.5
27.3
25.5
27.3
(d) Details of share options offered to and exercised (if any) by non-executive directors pursuant to a share scheme for
employees in respect of the financial year is disclosed in the Directors Report Directors Interest in Shares.
FINANCIAL STATEMENTS
Directors Report
62
Statement By Directors
68
68
69
71
73
75
78
81
62
DIRECTORS
REPORT
The Directors of TALIWORKS CORPORATION BERHAD have pleasure in submitting their report and the audited financial
statements of the Group and of the Company for the financial year ended 31 December 2013.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding, provision of contracting, project and management services.
The principal activities of the subsidiaries are as disclosed in Note 18 to the Financial Statements.
There have been no significant changes in the nature of the principal activities of the Company and its subsidiaries during the
financial year.
RESULTS OF OPERATIONS
The results of operations of the Group and of the Company for the financial year are as follows:
The Group
RM000
Profit before tax
Income tax expense
The Company
RM000
39,123
(14,031)
24,731
(7,501)
25,092
17,230
28,009
(2,917)
17,230
-
25,092
17,230
In the opinion of the Directors, the results of operations of the Group and of the Company during the financial year have not
been substantially affected by any item, transaction or event of a material and unusual nature other than the reversal of
discounting of receivables and the impairment of intangible assets as disclosed in Notes 8 and 9 to the Financial Statements,
respectively.
63
DIRECTORS
REPORT
DIVIDENDS
The dividends on ordinary shares declared and paid by the Company since the previous financial year were as follows:
RM000
In respect of the financial year ended 31 December 2012 and dealt with in the
previous years Directors report:
Final gross dividend of 1.5 sen per share on 436,491,580 ordinary shares of
RM0.50 each, less 25% tax, paid on 31 July 2013
4,911
On 25 February 2014, the Directors proposed the payment of a final single-tier dividend of 1.0 sen per share on 436,491,580
ordinary shares of RM0.50 each, amounting to approximately RM4,365,000 in respect of the current financial year, which is
subject to the approval by the shareholders at the forthcoming Annual General Meeting of the Company and has not been included
as a liability in the financial statements.
64
DIRECTORS
REPORT
65
DIRECTORS
REPORT
DIRECTORS
The following Directors served on the Board of the Company since the date of the last report:
Y. Bhg Dato Hj Mohd Sinon bin Mudakir
Encik Sulaiman bin Salleh
Mr. Lim Yew Boon
Mr. Lim Chin Sean
Mr. Soong Chee Keong (appointed on 25 April 2013)
Mr. Wong Yien Kim (resigned on 17 October 2013)
Encik Suhaimi bin Kamaralzaman (resigned on 31 March 2014)
DIRECTORS INTERESTS
The shareholdings in the Company and in the related companies of those who were Directors at the end of the financial year, as
recorded in the Register of Directors Shareholdings kept by the Company under Section 134 of the Companies Act, 1965 are
as follows:
285,000
42,800
150,000
285,000
42,800
150,000
241,640,000
241,640,000
Deemed interest by virtue of his interest in corporate shareholders pursuant to Section 6A of the Companies Act, 1965.
66
DIRECTORS
REPORT
By virtue of his interest in the Company pursuant to Section 6A of the Companies Act, 1965, Mr. Lim Chin Sean is also deemed
to have an interest in the shares of all the Companys subsidiaries to the extent the Company has an interest.
Options granted pursuant to the ESOS of the Company:
Exercise
price (RM)
Direct interest
Y. Bhg Dato Hj Mohd Sinon bin
Mudakir
Encik Sulaiman bin Salleh
Mr. Lim Chin Sean
1.90
1.90
1.90
80,000
60,000
60,000
80,000
60,000
60,000
Other than disclosed above, according to the register of Directors shareholdings, the Directors in office at the end of the financial
year did not hold any other interest in shares and options over shares in the Company and of its related corporations during the
financial year.
DIRECTORS BENEFITS
Since the end of the previous financial year, none of the Directors of the Company has received or become entitled to receive
any benefits (other than the benefits included in the aggregate amount of emoluments received or due and receivable by the
Directors as disclosed in the financial statements) by reason of a contract made by the Company or a related corporation with
the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial
interest except for any benefits which may be deemed to have arisen by virtue of the transactions as disclosed in Note 43 to the
Financial Statements.
During and at the end of the financial year, no arrangement subsisted to which the Company was a party whereby Directors of
the Company might acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body
corporate, other than the options granted under the Companys ESOS as disclosed above.
67
DIRECTORS
REPORT
AUDITORS
The auditors, Messrs. Deloitte (formerly known as Deloitte KassimChan), have indicated their willingness to continue in office.
________________________________
LIM CHIN SEAN
________________________________
LIM YEW BOON
Kuala Lumpur
2 April 2014
68
STATEMENT
BY DIRECTORS
The Directors of TALIWORKS CORPORATION BERHAD state that, in their opinion, the accompanying financial statements are
drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the
provisions of the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and
of the Company as of 31 December 2013 and of the financial performance and the cash flows of the Group and of the Company
for the year ended on that date.
The supplementary information set out in Note 45 to the Financial Statements, which is not part of the financial statements, is
prepared in all material respects, in accordance with Guidance on Special Matter No. 1 Determination of Realised and Unrealised
Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements as issued by
the Malaysian Institute of Accountants and the directive of Bursa Malaysia Securities Berhad.
Signed on behalf of the Board
in accordance with a resolution of the Directors,
__________________________________
LIM CHIN SEAN
__________________________________
LIM YEW BOON
Kuala Lumpur
2 April 2014
____________________________________
WONG VOON LEONG
Subscribed and solemnly declared by the abovenamed WONG VOON LEONG at KUALA LUMPUR this 2nd day of April 2014.
Before me,
____________________________________
COMMISSIONER FOR OATHS
69
INDEPENDENT
AUDITORS REPORT
T O T H E M E M BE RS OF TALIWORKS CORP ORATION BERHAD
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance
with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatements.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on auditors judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control
relevant to the entitys preparation of financial statements that give a true and fair view in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal
control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by the Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence that we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company as of
31 December 2013 and of their financial performance and cash flows for the year then ended in accordance with Malaysian
Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 1965
in Malaysia.
Emphasis of Matter
We draw attention to Note 23 to the Financial Statements which more fully explains the uncertainty over the collectability of
amount owing by a customer; and to Note 17 which sets out the key bases and assumptions used by the Directors in estimating
the recoverable amounts of the intangible assets. Our opinion is not qualified in respect of these matters.
70
INDEPENDENT
AUDITORS REPORT
T O T H E M E M B E R S O F T A LIW ORKS C OR PORA T ION BER H A D
DELOITTE
AF 0080
Chartered Accountants
71
Note
Revenue
Cost of operations
6
7
The Group
2013
2012
RM000
RM000
The Company
2013
2012
RM000
RM000
281,812
(218,231)
253,338
(181,570)
26,021
(6,726)
26,968
(6,887)
Gross profit
Other operating income
Administrative and other expenses
Finance costs
Share of results of joint venture
Share of results of associate
8
9
10
19
20
63,581
27,601
(38,246)
(23,052)
10,008
(769)
71,768
35,307
(36,050)
(20,542)
9,812
751
19,295
14,362
(7,181)
(1,745)
-
20,081
605
(15,964)
(1,693)
-
13
39,123
(14,031)
61,046
(18,285)
24,731
(7,501)
3,029
(4,176)
25,092
42,761
17,230
(1,147)
17,027
(3,505)
63
(14)
52
46
52
162
17,252
(3,473)
42,344
39,288
17,230
(1,095)
72
Note
14
The Group
2013
2012
RM000
RM000
The Company
2013
2012
RM000
RM000
28,009
(2,917)
43,001
(240)
17,230
-
(1,147)
-
25,092
42,761
17,230
(1,147)
44,123
(1,779)
39,857
(569)
17,230
-
(1,095)
-
42,344
39,288
17,230
(1,095)
6.4
9.9
73
STATEMENTS OF
FINANCIAL POSITION
AS OF 31 D ECEMBER 201 3
Note
The Group
2013
2012
RM000
RM000
The Company
2013
2012
RM000
RM000
ASSETS
Non-Current Assets
Property, plant and equipment
Investment properties
Intangible assets
Investment in subsidiaries
Investment in joint venture
Investment in associate
Goodwill on consolidation
Deferred tax assets
Long-term trade receivables
Long-term other receivables
Deposits, cash and bank balances
Amount due from subsidiaries
15
16
17
18
19
20
21
22
23
24
25
26
22,319
394
456,160
122,245
5,171
2,504
8,730
157,502
548
20,572
-
9,716
404
432,636
112,075
6,340
2,504
8,512
136,237
418
16,903
-
11,301
394
103,629
55,538
2,120
10,308
194,421
1,136
404
102,811
55,538
2,520
10,271
185,531
796,145
725,745
377,711
358,211
1,109
1,164
192,841
5,796
4,909
25,460
23,477
1,223
67
204,315
5,547
1,050
20,946
21,966
1,008
672
1,570
4,532
2,156
67
3,681
578
4,188
4,799
1,319
254,756
255,114
9,938
14,632
1,050,901
980,859
387,649
372,843
Current Assets
Inventories
Amount due from contract customers
Trade receivables
Other receivables, deposits and prepayments
Amount due from subsidiaries
Tax recoverable
Available-for-sale financial assets
Deposits, cash and bank balances
Total Current Assets
Total Assets
27
38
23
24
26
28
25
74
STATEMENTS OF
FINANCIAL POSITION
A S O F 3 1 DE C E M B E R 2013
The Group
2013
2012
RM000
RM000
Note
The Company
2013
2012
RM000
RM000
29
30
31
218,246
74,176
2,111
17,347
40
(71,500)
365,137
218,246
74,176
2,205
1,458
(23)
(71,500)
341,877
218,246
74,176
2,111
40,514
218,246
74,176
2,205
28,195
605,557
4,990
566,439
6,769
335,047
-
322,822
-
Total Equity
610,547
573,208
335,047
322,822
305,172
2,246
3,547
215,417
-
20,393
2,239
-
30,538
-
310,965
215,417
22,632
30,538
336
60,315
34,346
3,240
31,152
10,029
51,137
26,922
5,270
98,876
336
392
14,160
15,082
1,192
3,170
15,121
129,389
192,234
29,970
19,483
Total Liabilities
440,354
407,651
52,602
50,021
1,050,901
980,859
387,649
372,843
32
33
Non-Current Liabilities
Long-term borrowings
Deferred tax liabilities
Long-term trade payables
35
22
36
38
36
37
35
As of 31 December 2012
218,246
Transactions with
owners of the
Company:
Transfer from reserve
upon ESOS options
lapsed
Dividends paid
Total transactions
with Owners of
the Company
Total comprehensive
(loss)/ income for the
financial year
74,176
74,176
218,246
31
34
Note
Total other
comprehensive
(loss)/income for the
financial year
Profit/(Loss) for the
financial year
Available-for-sale
financial assets
Share of other
comprehensive
income
of joint venture
Foreign currency
translation
differences
As of 1 January 2012
The Group
2,205
(43)
(43)
-
2,248
1,458
(3,176)
(3,176)
(3,176)
4,634
(23) (71,500)
(6)
(6)
(6)
341,877
(1,637)
(1,637)
43,039
43,001
38
46
(8)
300,475
566,439
(1,680)
(43)
(1,637)
39,857
43,001
(3,144)
(3,176)
46
(14)
528,262
Total
equity
RM000
(3,473)
(3,505)
46
(14)
(1,680)
(43)
(1,637)
6,769 573,208
(569) 39,288
(240) 42,761
(329)
(329)
7,338 535,600
Distributable Attributable
reserve to Owners
NonMerger
Retained
of the controlling
deficit
earnings
Company
interests
RM000
RM000
RM000
RM000
(17) (71,500)
Non-distributable reserves
Share
Currency AvailableShare
Share
option translation
for-sale
capital premium reserve
reserve
reserve
RM000 RM000 RM000
RM000 RM000
75
STATEMENTS OF
CHANGES IN EQUITY
FOR THE YEAR END ED 31 D ECEMBER 201 3
218,246
74,176
2,111
(94)
(94)
-
2,205
17,347
15,889
15,889
15,889
1,458
As of 31 December 2013
Total transactions
with Owners of
the Company
Transactions with
owners of the
Company:
Transfer from reserve
upon ESOS options
lapsed
Dividends paid
31
34
Total comprehensive
income/(loss) for the
financial year
-
74,176
218,246
Available-for-sale
financial assets
Share of other
comprehensive income
of joint venture
Foreign currency
translation differences
Note
40 (71,500)
63
63
63
(23) (71,500)
365,137
(4,911)
(4,911)
28,171
28,009
162
162
341,877
605,557
(5,005)
(94)
(4,911)
44,123
28,009
16,114
15,889
162
63
566,439
17,252
17,027
162
63
(5,005)
(94)
(4,911)
4,990 610,547
(1,779) 42,344
(2,917) 25,092
1,138
1,138
6,769 573,208
Total
equity
RM000
76
As of 1 January 2013
T he Group
Non-distributable reserves
Distributable Attributable
Share
Currency Availablereserve to Owners
NonShare
Share
option translation
for-sale
Merger
Retained
of the controlling
capital premium reserve
reserve
reserve
deficit
earnings
Company
interests
RM000 RM000 RM000
RM000 RM000 RM000
RM000
RM000
RM000
STATEMENTS OF
CHANGES IN EQUITY
77
STATEMENTS OF
CHANGES IN EQUITY
FOR THE YEAR END ED 31 D ECEMBER 201 3
The Company
Note
As of 1 January 2012
Share
capital
RM000
Non-distributable reserves
Distributable
Share
reserve Share
option Available-forRetained
premium
reserve
sale reserve
earnings
RM000 RM000
RM000
RM000
218,246
74,176
2,248
52
52
-
(1,147)
52
(1,147)
52
(1,147)
(1,095)
(43)
-
(1,637)
(43)
(1,637)
(43)
(1,637)
(1,680)
As of 31 December 2012
218,246
74,176
2,205
28,195 322,822
As of 1 January 2013
218,246
74,176
2,205
28,195 322,822
17,230
17,230
17,230
17,230
(94)
-
(4,911)
(94)
(4,911)
(94)
(4,911)
(5,005)
218,246
74,176
40,514 335,047
28
31
34
31
34
2,111
(52)
Total
equity
RM000
30,979 325,597
-
52
78
STATEMENTS OF
CASH FLOWS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
The Group
2013
2012
RM000
RM000
The Company
2013
2012
RM000
RM000
39,123
61,046
24,731
3,029
15,741
23,052
14,897
20,542
1,745
1,693
2,438
10
179
(902)
1,898
10
(94)
(671)
611
10
(50)
(12,820)
407
10
(36)
3,757
21
10,144
8,656
(977)
(94)
1,656
(10,004)
(2,201)
(43)
(818)
(94)
4,012
(43)
(512)
(89)
(859)
(220)
(504)
19
(702)
(692)
(655)
-
(2)
19
(553)
-
(10,008)
769
162
(4,926)
8
(1,083)
(1,961)
248
(9,812)
(751)
1,954
(1,934)
36
-
19
(19,980)
8
-
(16,650)
-
79
STATEMENTS OF
CASH FLOWS
FOR THE YEAR END ED 31 D ECEMBER 201 3
The Group
2013
2012
RM000
RM000
Operating Profit/(Loss) Before Working Capital Changes
(Increase)/Decrease in:
Inventories
Amount due from contract customers
Trade and other receivables
Increase/(Decrease) in:
Amount due to contract customers
Trade and other payables
Cash Generated From/(Used In) Operations
Income tax paid
Income tax refunded
Net Cash From/(Used In) Operating Activities
The Company
2013
2012
RM000
RM000
78,920
74,650
(7,293)
(4,357)
144
(1,071)
(10,695)
(105)
(67)
(70,290)
67
2,625
(67)
(2,192)
(9,622)
18,391
8,343
25,280
336
72
(1,601)
7
76,067
(18,984)
1,115
37,811
(14,949)
45
(4,193)
(4,995)
-
(8,210)
(4,617)
-
58,198
22,907
(9,188)
(12,827)
859
-
672
-
601
6,548
511
(57,766)
192
(4,680)
(5,879)
-
94
(2,657)
(127,950)
-
57
(684)
19,980
36
(182)
14,307
(36,316)
32,466
3
(3,672)
(21,500)
15,016
1,759
(2,318)
(37)
(2,000)
6,051
(2,607)
1,608
400
(2,671)
-
400
(15,019)
(139,555)
26,865
(41,650)
(28,554)
(4,911)
(99,011)
93,610
(219)
(15,509)
(1,637)
(129,227)
252,246
(201)
(1,745)
(4,911)
(10,000)
(146)
(1,693)
(1,637)
40,000
(141)
(39,085)
105,672
(16,802)
36,529
80
STATEMENTS OF
CASH FLOWS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
Note
4,094
(937)
The Group
2013
2012
RM000
RM000
25
The Company
2013
2012
RM000
RM000
(10,976)
875
(234)
(17,948)
-
11,888
23,098
(3,632)
14,316
15,045
11,888
(2,757)
(3,632)
The Company
2013
2012
RM000
RM000
Payment by cash
Other payables and accruals
Financed by finance lease
4,680
10,118
174
2,657
1,061
684
10,118
-
182
842
14,972
3,718
10,802
1,024
81
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
1. GENERAL INFORMATION
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and listed on the Main Market
of Bursa Malaysia Securities Berhad.
The principal activities of the Company are investment holding, provision of contracting, project and management services.
The principal activities of the subsidiaries are as disclosed in Note 18.
There have been no significant changes in the nature of the principal activities of the Company and its subsidiaries during
the financial year.
The registered office of the Company is located at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara,
Damansara Heights, 50490 Kuala Lumpur.
The principal place of business of the Company is located at Level 19, Menara LGB, No. 1, Jalan Wan Kadir, Taman Tun Dr.
Ismail, 60000 Kuala Lumpur.
The financial statements of the Group and of the Company were authorised by the Board of Directors for issuance in
accordance with a resolution of the Directors on 2 April 2014.
Amendments to MFRS 7
MFRS 10
MFRS 11
Amendments to MFRS 10,
MFRS 11 and MFRS 12
MFRS 13
MFRS 101
MFRS 119
MFRS 127
MFRS 127
MFRS 128
Business Combinations
Financial Instruments: Disclosures [Amendments relating to Mandatory Effective Date of
MFRS 9 and Transition Disclosures (IFRS 9 issued by IASB in November 2009 and October
2010 respectively)]
Financial Instruments: Disclosures - Offsetting Financial Assets and Financial Liabilities
Consolidated Financial Statements
Joint Arrangements
Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other
Entities - Transition Guidance
Fair Value Measurement
Presentation of Financial Statements (Amendments relating to Presentation of Items of
Other Comprehensive Income)
Employee Benefits (IAS 19 as amended by IASB in June 2011)
Separate Financial Statements (IAS 27 as amended by IASB in May 2011)
Consolidated and Separate Financial Statements (IAS 27 as revised by IASB in December
2004)
Investments in Associates and Joint Ventures (IAS 28 as amended by IASB in May 2011)
82
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
Mandatory Effective Date of MFRS 9 (IFRS 9 issued by IASB in November 2009 and
October 2010 respectively and Transition Disclosures)3
MFRS 9
Financial Instruments (IFRS 9 as issued by IASB in November 2009)3
MFRS 9
Financial Instruments (IFRS 9 as issued by IASB in October 2010)3
Amendments to MFRS 10,
Consolidated Financial Statements, Disclosure of Interests in Other Entities and Separate
MFRS 12, and MFRS 127
Financial Statements - Investment Entities1
MFRS 119
Employee Benefits (Amendments relating to Defined Benefit Plans: Employee
Contributions)2
Amendments to MFRS 132
Financial Instruments: Presentation - offsetting Financial Assets and Financial Liabilities1
Amendments to MFRS 136
Impairment of Assets - Recoverable Amount Disclosures for Non - Financial Assets1
MFRS 139
Financial Instruments: Recognition and Measurement (Amendments relating to Novation
of Derivatives and Continuation of Hedge Accounting)1
IC Int 21
Levies1
Annual improvements to MFRSs 2010 - 2012 cycle (issued in February 2014)2
Annual improvements to MFRSs 2011 - 2013 cycle (issued in February 2014)2
1
2
3
The Directors anticipate that abovementioned Standards and IC Interpretations will be adopted in the annual financial
statements of the Group and the Company when they become effective and that the adoption of these Standards and IC
Interpretations will have no material impact on the financial statements of the Group and the Company in the period of
initial application.
83
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can
access at the measurement date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability,
either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes
to one or more of the three elements of control listed above.
When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the
voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The
Company considers all relevant facts and circumstances in assessing whether or not the Companys voting rights in an
investee are sufficient to give it power, including:
the size of the Companys holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
potential voting rights held by the Company, other vote holders or other parties;
rights arising from other contractual arrangements; and
any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct
the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders
meetings.
84
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
85
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements are recognised and
measured in accordance with MFRS 112 Income Taxes and MFRS 119 Employee Benefits respectively;
liabilities or equity instruments related to the share-based payment arrangements of the acquiree or share-based payment
arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in
accordance with MFRS 2 Share-based Payment at the acquisition date; and
assets (or disposal groups) that are classified as held for sale in accordance with MFRS 5 Non-current Assets Held for
Sale and Discontinued Operations are measured in accordance with that Standard.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests
in the acquiree, and the fair value of the acquirers previously held equity interest in the acquiree (if any) over the net of the
acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of
the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration
transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirers previously held
equity interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entitys
net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests
proportionate share of the recognised amounts of the acquirees identifiable net assets. The choice of measurement basis is
made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when
applicable, on the basis specified in another Standard.
Where the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a
contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value. Changes
in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively,
with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional
information obtained during the measurement period (which cannot exceed one year from the acquisition date) about facts
and circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of contingent consideration that do not qualify as measured period
adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity
is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent
consideration that is classified as an asset or liability is remeasured at subsequent reporting dates in accordance with MFRS
137 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being
recognised in profit or loss.
Where a business combination is achieved in stages, the Groups previously held equity interests in the acquiree are
remeasured to fair value at the acquisition date (i.e. the date when the Group attains control) and the resulting gain or loss,
if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have
previously been recognised in other comprehensive income are reclassified to profit or loss, where such treatment would be
appropriate if that interest were disposed of.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination
occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional
amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect
new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have
affected the amounts recognised at that date.
86
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
87
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
88
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
assets and liabilities for each statement of financial position presented are translated at the closing rate at the
reporting date of each statement of financial position;
income and expenses for each statement of comprehensive income are translated at average exchange rates (unless
this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction
dates, in which case income and expenses are translated at the rate on the dates of the transactions); and
all resulting exchange differences are recognised as currency translation reserve, a separate component of equity.
On consolidation, exchange differences arising on a monetary item that forms part of the Companys net investment in foreign
entities are recognised initially in other comprehensive income. When a foreign operation is sold, the cumulative amount of
the foreign exchange differences recognised in other comprehensive income previously and accumulated in foreign exchange
reserve shall be reclassified from currency translation reserve to profit or loss as part of the gain or loss arising from the
disposal. When a foreign operation is partially disposed, a proportionate share of the cumulative amount of the foreign
exchange differences recognised in other comprehensive income shall attribute to the non-controlling interests in that foreign
operation, and only the proportionate share of accumulated currency translation reserve is reclassify to profit or loss.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the
foreign entity and translated at the closing rate.
Employee Benefits
(i) Short-term employee benefits
Wages, salaries, bonuses, social security contributions, paid annual leave and sick leave, are accrued and recognised as
an expense in the year in which the associated services are rendered by employees of the Group.
(ii) Defined contribution plan
A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity (a
fund) and has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets
to pay all employee benefits relating to employee service in the current or prior periods.
As required by law, companies in Malaysia make contributions to the statutory pension scheme, the Employees Provident
Fund (EPF). Some of the Groups foreign subsidiaries make contributions to their respective countries statutory pension
scheme. Such contributions incurred are expensed to profit or loss.
89
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
90
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
50
5 to 20
5
3 to 5
5 to 7
5
years
years
years
years
years
years
91
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
92
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
93
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
94
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
it has been acquired principally for the purpose of selling it in the near term; or
on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has
a recent actual pattern of short-term profit-taking; or
A financial asset other than a financial asset held for trading may be designated as at FVTPL upon initial recognition if:
such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise
arise; or
the financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its
performance is evaluated on a fair value basis, in accordance with the Groups documented risk management or
investment strategy, and information about the grouping is provided internally on that basis; or
it forms part of a contract containing one or more embedded derivatives, and MFRS 139 Financial Instruments:
Recognition and Measurement permits the entire combined contract (asset or liability) to be designated as at FVTPL.
Financial assets at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or
loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset and
is included in the other gains and losses line item in the statements of profit or loss and other comprehensive income.
Held-to-maturity investments
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturity
dates that the Group has the positive intent and ability to hold to maturity. Subsequent to initial recognition, held-to-maturity
investments are measured at amortised cost using the effective interest method less any impairment.
95
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
96
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
97
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
it has been incurred principally for the purpose of repurchasing in the near future; or
it is a part of an identified portfolio of financial instruments that the Group manages together and has a recent actual
pattern of short-term profit-taking; or
it is a derivative that is not designated and effective as a hedging instrument.
A financial liability other than a financial liability held for trading may be designated as at FVTPL upon initial recognition if:
such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise
arise; or
the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its
performance is evaluated on a fair value basis, in accordance with the Groups documented risk management or
investment strategy, and information about the grouping is provided internally on that basis; or
it forms part of a contract containing one or more embedded derivatives, and MFRS 139 Financial Instruments:
Recognition and Measurement permits the entire combined contract (asset or liability) to be designated as at FVTPL.
Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in profit
or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included
in the other gains and losses line item in the statements of profit or loss and other comprehensive income.
98
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
99
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
100
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
5. SEGMENT REPORTING
The Group has determined the operating segments based on the reports reviewed by the chief operating decision maker
which is the Executive Committee, used to make strategic decisions and performance review:
Water
Management, operations and maintenance of water treatment plants and water distribution systems.
Waste management
Construction
Toll highway
Others
Investment holding and trading in equipment for environment protection and water treatment and
provision of related services.
The accounting policies of the reportable segments are the same as the Groups accounting policies described in Note 3.
Segment results represent the profit earned by each segment without share of profits of associate and income tax expense.
This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment
of segment performance.
141,545
47,142
47,715
47,715
83,989
83,989
87,649*
(3,660)
63,947
63,947
72,128*
(8,181)
788
788
24,287^
(23,499)
131
131
281,812
(22,864)
304,676
253,338
(17,829)
271,167
Total
2013
2012
RM000
RM000
Note: Segment policy is to show the effect of discounting of revenue by reducing revenue recognised instead of within operating
expenses.
Included in others is dividend income of RM19,980,000 (2012: RM16,650,000) received from a subsidiary.
149,893
Revenue as per
statement of
comprehensive
income
(17,829)
47,142
48,257
(542)
Others
2013
2012
RM000
RM000
(22,864)
Reconciliation:
Difference in
accounting policy
(see note below)
159,374
47,711
(569)
Toll highway
2013
2012
RM000
RM000
including RM2,418,000 (2012: RM7,609,000) construction revenue recognised pursuant to IC Interpretation 12 - Service Concession
Arrangements from the construction of a public service infrastructure.
172,757
External revenue
159,374
-
Construction
2013
2012
RM000 RM000
172,757
-
Waste
Water
management
2013
2012
2013
2012
RM000
RM000 RM000 RM000
Revenue
Total revenue
Inter-segment revenue
Segment analysis:
101
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
9,812
9,812
-
9,812
(11,177)
28,022
(1,701)
(37,498)
(413)
28,435
(11,008)
7,551
(1,693)
(16,866)
(202)
7,753
(769)
39,892
98,402
(23,052)
(35,458)
(18,189)
116,591
25,092
10,008
10,008
-
10,008
42,761
61,046
(18,285)
751
60,295
90,352
(20,542)
(9,515)
(16,805)
107,157
Total
2013
2012
RM000
RM000
4,386
4,391
(5)
(243)
4,634
Others
2013
2012
RM000
RM000
39,123
(14,031)
4,146
4,191
(45)
-
(260)
4,451
Toll highway
2013
2012
RM000
RM000
Share of results
of associate
59,875
Segment results
73,085
(1,654)
(4,487)
(1) (21,306) (18,848)
2,040
5,316
11,292
57,835
2,040
15,403
Finance costs
Inter-segment results
73,666
(581) (17,057) (15,779)
58,294
(459)
Earnings before
finance costs,
depreciation and
amortisation
and income tax
Depreciation and
amortisation
Construction
2013
2012
RM000 RM000
102
Waste
Water
management
2013
2012
2013
2012
RM000
RM000 RM000 RM000
NOTES TO THE
FINANCIAL STATEMENTS
Other financial
information:
Capital additions:
Intangible assets
Property, plant
and equipment
Depreciation:
Property, plant
and equipment
Investment properties
Amortisation of
intangible assets
311
581
-
1,011
459
-
15,741
1,316
-
2,024
5,879
14,897
868
-
2,045
6,722
189,682
312,414 287,163
Net segment
assets/(liabilities)
181,449
Waste
management
2013
2012
RM000 RM000
Segment assets
Segment liabilities
Water
2013
2012
RM000 RM000
323
-
1,136
9,593
50
-
332
11,662 122,245
112,075
112,075
-
Toll highway
2013
2012
RM000
RM000
34,836
38,994 122,245
(25,243) (27,332)
-
Construction
2013
2012
RM000 RM000
The segment assets and segment liabilities of the Group are as follows:
402
10
10,801
(15,154)
36,616
(51,770)
Total
2013
2012
RM000
RM000
449
10
1,030
15,741
2,500
10
14,972
5,879
(27,374) 610,547
14,897
1,948
10
3,718
6,722
573,208
Others
2013
2012
RM000
RM000
103
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
104
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
(ii) China
- Waste management and water treatment equipment and provision of related services.
232,252
49,560
198,014
55,324
281,812
253,338
The following is an analysis of the carrying amount of segment asset, capital additions in respect of intangible assets and
property, plant and equipment by the geographical areas in which the assets are located:
Total assets
2013
2012
RM000
RM000
Malaysia
China
Singapore
Capital additions
Property, plant
Intangible assets
and equipment
2013
2012
2013
2012
RM000
RM000
RM000
RM000
553,151
497,519
231
502,940
477,749
170
5,879
-
6,722
-
12,948
2,024
-
1,667
2,051
-
1,050,901
980,859
5,879
6,722
14,972
3,718
105
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
6. REVENUE
The Group
2013
2012
RM000
RM000
Management, operation and maintenance of water treatment plants
Revenue from construction contracts *
Waste management
Management fees (Note 43)
Dividend from a subsidiary (Note 43)
Others
The Company
2013
2012
RM000
RM000
149,893
83,989
47,142
600
188
141,545
63,947
47,715
131
3,401
2,640
19,980
-
8,278
2,040
16,650
-
281,812
253,338
26,021
26,968
The Group reviews the consideration received or receivable on its current years invoiced amount based on the estimation
of the timing of repayment from trade receivables. During the financial year, a provision for discounting on a deferred
payment consideration of RM22,864,000 (2012: RM17,829,000) pertaining to current years invoices has been
recognised and net-off against revenue from management, operation and maintenance of water treatment plants.
Revenue from construction contracts of the Group includes RM2,418,000 (2012: RM7,609,000) construction revenue
recognised pursuant to IC Interpretation 12 - Service Concession Arrangements from the construction of a public service
infrastructure.
7. COST OF OPERATIONS
The Group
2013
2012
RM000
RM000
(restated)
Amortisation of intangible assets (Note 17)
Chemical costs
Employee related expenses
General expenses
Hire of plant and machinery
Lease rental of waterwork assets
Other site cost
Pipeline and fitting works
Professional fees
Depreciation of property, plant and equipment (Note 15)
Rental of tools and equipment
Staff costs
Contract costs recognised *
Upkeep and maintenance of equipment
Utilities
Vehicle expenses
Travelling and accommodation expenses
The Company
2013
2012
RM000
RM000
15,741
14,893
54
2,044
98
150
3,470
974
13,145
1,078
5
16,993
77,824
13,617
54,629
3,508
8
14,897
13,802
138
1,346
83
150
2,407
1,003
12,094
633
55
15,147
54,481
12,339
49,770
3,220
5
3
2,177
4,546
-
2,040
4,847
-
218,231
181,570
6,726
6,887
Contract costs recognised of the Group includes RM2,198,000 (2012: RM6,917,000) construction costs recognised pursuant
to IC Interpretation 12 - Service Concession Arrangements from the construction of a public service infrastructure.
106
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
The Company
2013
2012
RM000
RM000
859
702
655
553
512
89
20
75
163
1,605
504
14
94
1,174
19
50
12,820
2
14
36
-
947
30
14,288
4,926
1,083
1,961
1,043
2,173
28
28,242
1,934
442
818
-
27,601
35,307
14,362
605
The Company
2013
2012
RM000
RM000
10
811
10
2,400
10
100
10
357
149
48
5
147
55
3,443
1,360
142
40
3
168
59
5,219
1,265
65
48
5
13
677
608
62
40
3
14
1,293
407
21
10,144
1,032
1,656
2,172
157
4,012
-
107
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
The Company
2013
2012
RM000
RM000
80
709
378
14,324
2,028
294
768
1,065
-
409
853
311
13,821
2,324
265
1,197
1,004
36
424
17
4,222
463
59
212
74
-
418
9
4,596
671
39
194
63
-
8
162
254
248
703
19
1,954
220
503
8
19
-
19
3,757
38,246
36,050
7,181
15,964
The Company
2013
2012
RM000
RM000
23,007
45
20,524
18
1,701
44
1,676
17
23,052
20,542
1,745
1,693
108
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
The Company
2013
2012
RM000
RM000
28,429
2,084
804
26,689
1,961
318
5,668
616
115
5,913
641
82
31,317
28,968
6,399
6,636
Included in staff costs of the Group and of the Company are Directors remuneration of RM873,000 (2012: RM643,000)
and RM577,000 (2012: RM643,000) respectively as further disclosed in Note 12.
Benefits in kind received by Executive Director and other members of key management of the Group and the Company are
RM251,000 (2012: RM120,000) and RM169,000 (2012: RM100,000) respectively.
The Company
2013
2012
RM000
RM000
Non-executive Directors:
- Fees
- Other emoluments
185
72
175
57
185
72
175
57
Executive Director:
- Fees
- Salaries and bonus
- Defined contribution plan
- Other emoluments
25
257
31
303
25
208
25
153
25
257
31
7
25
208
25
153
873
643
577
643
109
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
The Company
2013
2012
RM000
RM000
14,173
(2,196)
21,142
(4,573)
6,082
(820)
4,162
14
11,977
3
16,569
101
5,262
-
4,176
-
2,051
1,615
2,239
14,031
18,285
7,501
4,176
A reconciliation of income tax expense applicable to profit before tax at the statutory income tax rate to income tax expense
at the effective income tax rate of the Group and of the Company is as follows:
The Group
2013
2012
RM000
RM000
The Company
2013
2012
RM000
RM000
39,123
61,046
24,731
3,029
13,473
13,866
6,183
757
4,933
(709)
(1,470)
(2,196)
1,888
(570)
7,674
(4,573)
3,656
(109)
(1,409)
(820)
1,206
(94)
2,293
14
14,031
18,285
7,501
4,176
110
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
28,009
43,001
436,492
436,492
6.4
9.9
28,009
43,001
436,492
-
436,492
-
436,492
436,492
6.4
9.9
111
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
The Group
2013
Freehold
land Buildings
RM000 RM000
Office,
Mechanical equipment
Plant and
and
furniture
machinery
electrical and fittings
RM000
RM000
RM000
Motor
Building
vehicles renovations
Total
RM000
RM000 RM000
Cost
At 1 January 2013
Additions
Disposals
Write off
280
-
700
-
12,571
704
-
2,055
-
At 31 December 2013
280
700
13,275
2,055
12,455
9,343
6,673
44,781
4,115
4,804
1,066
19,773
Accumulated depreciation
At 1 January 2013
Charge for the
financial year
Disposals
Write offs
132
9,656
14
-
1,207
-
34
-
At 31 December 2013
146
10,863
34
Accumulated currency
translation differences
At 1 January 2013
Currency translation
differences
1,195
451
At 31 December 2013
1,646
8,216
4,451
(26)
(186)
454
(7)
(162)
4,400
(3,169)
44
(3,125)
8,407
2,098
(1,162)
-
655
(797)
-
1,204 31,378
5,664 14,972
- (1,188)
(195)
(381)
136
(44)
4,662
1,158
67
18
166
29
233
47
2,500
(804)
(206)
21,263
(1,889)
690
(1,199)
112
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
The Group
2012
Freehold
land Buildings
RM000 RM000
Office,
Mechanical equipment
Plant and
and
furniture
machinery
electrical and fittings
RM000
RM000
RM000
Motor
Building
vehicles renovations
Total
RM000
RM000 RM000
Cost
At 1 January 2012
Additions
Disposals
280
-
700
-
11,490
1,081
-
7,857
396
(37)
6,805
2,061
(459)
1,024
180
-
28,156
3,718
(496)
At 31 December 2012
280
700
12,571
8,216
8,407
1,204
31,378
Accumulated depreciation
At 1 January 2012
Charge for the financial year
Disposals
132
-
8,778
878
-
3,835
317
(37)
4,616
647
(459)
At 31 December 2012
132
9,656
4,115
4,804
1,066
Accumulated currency
translation differences
At 1 January 2012
Currency translation
differences
1,293
(3,181)
78
16
(1,794)
(95)
At 31 December 2012
1,195
67
18
(1,889)
280
554
4,058
2,021
4,930
4,914
5,562
22,319
At 31 December 2012
280
568
4,110
932
3,670
156
9,716
(98)
12
(3,169)
(11)
960
106
-
18,321
1,948
(496)
19,773
113
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
The Company
Mechanical
Plant and
and
machinery
electrical
RM000
RM000
Office,
equipment
furniture
and fittings
RM000
Motor
vehicles
RM000
Building
renovations
RM000
Total
RM000
Cost
At 1 January 2012
Additions
Disposals
106
-
1,038
75
(1)
1,586
949
(96)
306
-
3,036
1,024
(97)
At 31 December 2012
106
1,112
2,439
306
3,963
At 1 January 2013
Additions
Disposals
Write offs
106
-
1,855
-
1,112
3,815
(167)
2,439
(498)
-
306
5,132
(6)
3,963
10,802
(498)
(173)
At 31 December 2013
106
1,855
4,760
1,941
5,432
14,094
Accumulated depreciation
At 1 January 2012
Charge for the financial year
Disposals
105
-
874
112
(1)
1,299
252
(96)
239
43
-
2,517
407
(97)
At 31 December 2012
105
985
1,455
282
2,827
At 1 January 2013
Charge for the financial year
Disposals
Write offs
105
-
31
-
985
213
(152)
1,455
258
(491)
-
282
109
(2)
2,827
611
(491)
(154)
At 31 December 2013
105
31
1,046
1,222
389
2,793
1,824
3,714
719
5,043
11,301
At 31 December 2012
127
984
24
1,136
(a) The net book value of assets held under finance lease agreements of the Group and of the Company is RM960,000
(2012: RM1,017,000) and RM601,000 (2012: RM790,000) respectively.
114
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
Note
Capitalised in amount due to
contract customers
Statements of profit or loss and other
comprehensive income:
Cost of operations
Administrative and other expenses
38
7
9
The Group
2013
2012
RM000
RM000
The Company
2013
2012
RM000
RM000
62
50
1,078
1,360
633
1,265
3
608
407
2,438
1,898
611
407
2,500
1,948
611
407
Note
Capitalised in amount due from
contract customers
Statements of profit or loss and other
comprehensive income
38
9
The Group
2013
2012
RM000
RM000
The Company
2013
2012
RM000
RM000
13
162
19
175
19
Note
Capitalised in amount due from
contract customers
Other operating income
Administrative and other expenses
38
8
9
The Group
2013
2012
RM000
RM000
The Company
2013
2012
RM000
RM000
(13)
75
(254)
94
-
50
-
36
-
(192)
94
50
36
115
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
529
529
99
10
89
10
109
99
26
26
394
404
Representing:
Freehold building
Leasehold buildings
128
266
131
273
394
404
Accumulated Depreciation
At 1 January
Charge for the financial year (Note 9)
At 31 December
Accumulated Impairment Loss
At 1 January/At 31 December
Fair value of the investment properties of the Group and of the Company as of 31 December 2013 is estimated at
RM1,007,000 (2012: RM777,000) based on Directors assessment of the current prices in an active market for the
respective properties within each vicinity. No independent external valuation was performed.
Details of the Groups investment properties and information about the fair value hierarchy as of 31 December 2013 are as
follows:
Level 1
RM000
Level 2
RM000
Level 3
RM000
Fair Value
2013
RM000
513
513
494
494
116
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
463,987
5,879
220
-
458,527
6,722
692
(1,954)
470,086
463,987
22,873
15,741
7,976
14,897
38,614
22,873
10,144
10,144
(8,478)
43,310
34,832
456,160
2,964
(11,442)
(8,478)
432,636
117
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
118
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
119
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
107,374
-
106,624
750
107,374
107,374
4,563
(818)
551
4,012
-
3,745
4,563
103,629
102,811
At 31 December
Carrying amount
During the financial year, the Directors reviewed the Companys investment in subsidiaries for indicators of impairment and
concluded that the recoverable amounts of certain subsidiaries are in excess of their carrying values. Accordingly, the Directors
made a reversal of impairment loss amounting to RM818,000 (2012: recognised impairment loss of RM4,012,000), in
respect of the investment in these subsidiaries.
The shares of all subsidiaries are held directly by the Company unless otherwise indicated as follows:
Name
Country of
Incorporation
Groups
Effective Interest
2013
2012
%
%
Principal Activities
Malaysia
100
100
Malaysia
100
100
Malaysia
60
60
Development, construction
management, operation and
maintenance and privatisation of water
supply schemes and related business.
120
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
Name
Country of
Incorporation
Groups
Effective Interest
2013
2012
%
%
Principal Activities
Malaysia
100
100
100
100
Investment holding.
Malaysia
100
100
80
80
Investment holding.
Malaysia
100
100
Investment holding.
Malaysia
100
100
General construction.
Malaysia
100
100
Peoples
Republic of China
90
90
Peoples
Republic of China
100
100
70
Peoples
Republic of China
100
100
Taliworks-IBI Technologies
International Limited *+
Taliworks (Shanghai)
Environment Technologies
Co Ltd *
121
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
Country of
Incorporation
Groups
Effective Interest
2013
2012
%
%
Principal Activities
100
100
Investment holding.
Singapore
70
70
Investment holding.
Malaysia
70
70
General construction.
Peoples
Republic of China
100
100
Peoples
Republic of China
70
70
Peoples
Republic of China
56
56
&
The auditors report on the financial statements of the subsidiary contained an emphasis of matter on the uncertainty
over the collectability of amount owing by a customer.
@ The auditors report on financial statements of the subsidiary contained an emphasis of matter on the going concern
basis used in the preparation of the financial statements which is dependent on the resolution of the disputes between
the shareholders of the subsidiary.
^
The auditors reports on the financial statements of these subsidiaries include an emphasis of matter regarding the
ability of these subsidiaries to continue as a going-concern in view of their capital deficiency positions as at the end of
the reporting period. The financial statements of these subsidiaries have been prepared on a going-concern basis as the
Company has undertaken to provide continued financial support to the subsidiaries.
122
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
Country of incorporation
and operation
Malaysia
Malaysia
General construction
Malaysia
Malaysia
Investment holding
Malaysia
Investment holding
Investment holding
12
Principal activities
Country of incorporation
and operation
12
Malaysia
General construction
Malaysia
Investment holding
Singapore
123
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
The Group
Share of net assets of joint venture
The Company
Unquoted investments, at cost
2013
RM000
2012
RM000
122,245
112,075
55,538
55,538
The Groups share of revenue and profit of joint venture are as follows:
The Group
2013
2012
RM000
RM000
Revenue
33,289
38,699
10,008
162
9,812
46
10,170
9,858
The Groups share of assets and liabilities of joint venture are as follows:
The Group
2013
2012
RM000
RM000
Non-current assets
Current assets
Current liabilities
Non-current liabilities
Net assets
393,336
165,395
(14,089)
(422,397)
395,135
96,708
(9,454)
(370,314)
122,245
112,075
The above profit for the financial year includes the following:
The Group
2013
2012
RM000
RM000
Interest income
Depreciation of property, plant and equipment
Interest expense
Income tax expense
3,354
(6,102)
(11,617)
(1,304)
1,923
(5,671)
(12,092)
(386)
124
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
Name
Groups
Effective Interest
2013
2012
%
%
55
55
Principal Activities
2012
RM000
The Group
Share net assets of associate
5,171
6,340
The Company
Unquoted investments, at cost
Ordinary shares
Preference shares
2,000
120
2,000
520
2,120
2,520
The Groups share of revenue and (loss)/profit of the associate are as follows:
The Group
2013
2012
RM000
RM000
Revenue
(Loss)/Profit for the financial year
7,518
(769)
18,706
751
125
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
421
13,177
(4,952)
(72)
(3,403)
1,975
12,706
(5,671)
(34)
(2,636)
5,171
6,340
Reconciliation of the above summarised financial information to the carrying amount of interest in the associate recognised
in the consolidated financial statements:
The Group
2013
2012
RM000
RM000
Net assets of the associate
Proportion of the Groups ownership interest in the associate
Carrying amount of the Groups interest in the associate
12,928
40%
15,850
40%
5,171
6,340
Name
Groups
Effective Interest
2013
2012
%
%
40
40
Principal Activities
2,504
2,504
126
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
The Company
2013
2012
RM000
RM000
8,730
(2,246)
8,512
-
(2,239)
6,484
8,512
(2,239)
127
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
8,512
10,135
The Company
2013
2012
RM000
RM000
-
(355)
(124)
1,550
(4,024)
423
479
16
109
(2,792)
1,052
-
(320)
(3,217)
396
423
479
(2,051)
(1,615)
(2,239)
23
6,484
(8)
8,512
(2,239)
The movements in deferred tax assets and liabilities during the financial year (prior to offsetting of balances) comprise the
following:
The Group
2013
2012
RM000
RM000
Deferred tax assets (before offsetting)
Tax effects of deductible temporary differences arising from:
Trade receivables
Other receivables, deposits and prepayments
Other payables and accruals
Unused tax losses
Unabsorbed capital allowances
Offsetting
Deferred tax assets (after offsetting)
8,518
998
423
479
6,968
106
1,584
-
10,418
(1,688)
8,658
(146)
8,730
8,512
The Company
2013
2012
RM000
RM000
396
423
479
1,298
(1,298)
-
128
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
Offsetting
Deferred tax liabilities (after offsetting)
The Company
2013
2012
RM000
RM000
469
27
3,438
-
114
9
23
320
3,217
-
3,934
(1,688)
146
(146)
3,537
(1,298)
2,239
2,246
As mentioned in Note 3, the deductible temporary differences, unused tax losses and unused tax credits which would give
rise to net deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available
against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. As of 31
December 2013, the estimated amount of deductible temporary differences, unused tax losses, unabsorbed capital
allowances, for which the net deferred tax assets is not recognised in the financial statements due to uncertainty of realisation,
is as follows:
The Group
2013
2012
RM000
RM000
Temporary differences arising from:
Property, plant and equipment
Amount due from subsidiaries
Other receivables, deposits and prepayments
Other payables and accruals
Unused tax losses
Unabsorbed capital allowances
The Company
2013
2012
RM000
RM000
(325)
1
322
29,209
166
(307)
3,756
2,939
27,122
1,743
3,601
1,404
632
29,373
35,253
5,637
The unused tax losses and unabsorbed capital allowances, subject to the agreement by the tax authorities, are available for
offset against future chargeable income.
129
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
The Company
2013
2012
RM000
RM000
Non-Current
Trade receivables
Less: Provision for discounting
189,984
(32,482)
161,010
(24,773)
Net
157,502
136,237
Current
Trade receivables
Less: Provision for impairment
192,841
-
205,971
(1,656)
1,008
-
3,681
-
Net
192,841
204,315
1,008
3,681
Total
350,343
340,552
1,008
3,681
The movement in provision for discounting and impairment during the financial year is as follows:
The Group
2013
2012
RM000
RM000
Non-Current
At 1 January
Provision for discounting
Reversal of discounting (Note 8)
Unwinding of discount (Note 8)
24,773
22,944
(14,288)
(947)
36,950
18,238
(28,242)
(2,173)
At 31 December
32,482
24,773
Current
At 1 January
Written-off
Provision for impairment (Note 9)
1,656
(1,656)
-
At 31 December
1,656
1,656
130
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
The Company
2013
2012
RM000
RM000
Ringgit Malaysia
Chinese Renminbi
331,150
19,193
318,876
21,676
1,008
-
3,681
-
Total
350,343
340,552
1,008
3,681
The average credit period granted to the customers ranges from 45 days to 60 days. No interest is charged on trade
receivables, even for those which are past due.
Of the total trade receivables of the Group of RM350,343,000 (2012: RM340,552,000), RM311,344,000 (2012:
RM285,511,000) is concentrated in two customers. These customers are the Kedah State Government together with Syarikat
Air Darul Aman Sdn Bhd (SADA), a corporatised body under the Kedah State Government and Syarikat Pengeluar Air
Sungai Selangor Sdn Bhd (SPLASH), the concession holder for Sungai Selangor Water Supply Scheme Phase 1.
(a) Kedah State Government and SADA
The gross invoiced amount due from the Kedah State Government together with SADA as of 31 December 2013 is
RM51,670,000 (2012: RM54,167,000), out of which RM50,323,000 (2012: RM54,167,000) was deemed by Group
to be current, based on its assessment of past collection trends.
(i) Amount due from the Kedah State Government
As of 1 January 2013, the balance owing by the Kedah State Government amounted to RM21,473,000 (2012:
RM37,995,000).
During the financial year, the Kedah State Government paid RM10,478,000 and further offered to settle
RM9,648,000 via various scheduled payments, commencing from May 2014 to November 2014. Hence, the Group
assumed that the Kedah State Government will honour the balance of the scheduled payments of RM9,648,000 in
the next twelve months. Accordingly, these amounts are classified as current and the remaining gross invoiced
amount of RM1,347,000 has been classified as non-current.
Accordingly, the non-current portion of the amount receivable represents the net balance after provision for
discounting amounted to RM80,000 (2012: RMNil). The amount due is carried at amortised cost and was
discounted using rates ranging from 4% to 5%.
In 2012, as a result of the improvement in collection, a reversal of provision for discounting of RM2,391,000 was
made.
131
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
132
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
The Group
2013
Past due up to 3 months
Past due 3 to 9 months
Past due 9 months and above
2012
Past due up to 3 months
Past due 3 to 9 months
Past due 9 months and above
Kedah State
Government
and SADA
RM000
SPLASH
RM000
Others
RM000
Total
RM000
5,475
22,731
11,254
22,513
20,528
99,262
13,639
2,175
9,982
41,627
45,434
120,498
39,460
142,303
25,796
207,559
4,754
21,315
21,406
26,197
31,644
116,161
34,508
3,521
4,476
65,459
56,480
142,043
47,475
174,002
42,505
263,982
133
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
Total
The Company
2013
2012
RM000
RM000
1,027
100
(579)
1,053
(26)
(609)
548
418
4,965
852
(21)
4,615
932
-
290
382
-
153
425
-
5,796
5,547
672
578
6,344
5,965
672
578
The non-current portion of other receivable relates to an amount paid on behalf of a minority shareholder in respect of its
investment in Tianjin-SWM (M) Environment Co Ltd. In accordance with the Joint Venture Agreement, this amount, which
is denominated in Chinese Renminbi and is interest free, will be repaid in the event of the liquidation of Tianjin-SWM (M)
Environment Co Ltd, a subsidiary.
The movement in provision for discounting and impairment during the financial year is as follows:
The Group
2013
2012
RM000
RM000
Non-Current
At 1 January
Unwinding of discount (Note 8)
609
(30)
637
(28)
At 31 December
579
609
Current
At 1 January
Provision for impairment (Note 8)
21
At 31 December
21
134
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
Non-Current
Deposits with licensed banks
Cash and bank balances
Current
Deposits with licensed banks
Cash and bank balances
Total:
Deposits with licensed banks
Cash and bank balances
Less:
Deposits pledged as security
Proceeds deposited in the designated bank accounts
Cash and bank balances restricted
Overdraft (Note 35)
The Group
2013
2012
RM000
RM000
The Company
2013
2012
RM000
RM000
20,572
-
16,900
3
10,308
-
10,271
-
20,572
16,903
10,308
10,271
10,160
13,317
9,200
12,766
2,156
1,319
23,477
21,966
2,156
1,319
30,732
13,317
26,100
12,769
10,308
2,156
10,271
1,319
44,049
38,869
12,464
11,590
(20,572)
(3,519)
(4,913)
(16,900)
(5,127)
(3)
(4,951)
(10,308)
(4,913)
(10,271)
(4,951)
(29,004)
(26,981)
(15,221)
(15,222)
15,045
11,888
(2,757)
(3,632)
The Company
2013
2012
RM000
RM000
Ringgit Malaysia
Chinese Renminbi
Hong Kong Dollar
US Dollar
Singapore Dollar
34,793
9,174
30
4
48
28,954
9,892
16
4
3
12,464
-
11,590
-
Total
44,049
38,869
12,464
11,590
135
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
Current
Amount due from subsidiaries
202,152
(7,731)
193,262
(7,731)
194,421
185,531
1,570
4,188
195,991
189,719
5,849
5,518
184,279
345
18,146
171,357
216
Total
195,991
189,719
136
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
27. INVENTORIES
The Group
2013
2012
RM000
RM000
Consumable spares
1,109
1,223
All of the Groups inventories are expected to be used within the next twelve months.
20,946
36,828
(32,377)
13,983
22,004
(15,035)
123
(60)
(24)
18
24
28
(6)
52
63
At 31 December
The Company
2013
2012
RM000
RM000
25,460
20,946
4,016
2,002
(6,070)
137
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
500,000
500,000
218,246
218,246
138
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
Date of Grant
2013
3.10.2005
5.9.2007
Exercise
price
per share
RM
At 1
January
000
Exercised
000
1.31
1.90
43
4,161
(10)
(177)
33
3,984
4,204
(187)
4,017
1.89
1.89
51
4,237
(8)
(76)
43
4,161
4,288
(84)
4,204
1.89
2012
3.10.2005
5.9.2007
1.31
1.90
Lapsed
000
1.84
At 31
December
000
1.89
1.89
All outstanding share options as of 31 December 2013 and 31 December 2012 were exercisable. There were no options
exercised in the current and previous financial year, except for options lapsed, which arose upon resignation of
employees.
139
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
74,176
74,176
2,205
(94)
2,248
(43)
At 31 December
2,111
2,205
The share option reserve represents the equity-settled share options granted to eligible Directors and employees of the
Company and its subsidiaries.
(71,500)
(71,500)
Nominal
Value of
Shares
Issued
RM000
Nominal
Value of
Shares
Acquired
RM000
Merger
Deficit
RM000
47,000
32,500
5,000
3,000
(42,000)
(29,500)
79,500
8,000
(71,500)
140
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
34. DIVIDENDS
Dividends declared and paid in respect of the financial year are as follows:
The Group and The Company
2013
2012
Gross Amount of
Gross Amount of
dividend
dividend,
dividend
dividend,
per share
net of tax
per share
net of tax
Sen
RM000
Sen
RM000
Final dividend in respect of the financial year ended
31 December 2012, less 25% tax, on 436,491,580
ordinary shares paid on 31 July 2013
1.5
4,911
0.5
1,637
On 25 February 2014, the Directors proposed the payment of a final single-tier dividend of 1.0 sen per share on
436,491,580 ordinary shares of RM0.50 each, amounting to approximately RM4,365,000 in respect of the current financial
year, which is subject to the approval by the shareholders at the forthcoming Annual General Meeting of the Company and
has not been included as a liability in the financial statements.
141
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
35. BORROWINGS
The Group
2013
2012
RM000
RM000
Non-Current
Finance lease liabilities
Term loans
Revolving credit
Current
Government loan
Finance lease liabilities
Term loans
Overdraft
Revolving credit
Total
Government loan (a)
Finance lease liabilities (b)
Term loans (c)
Revolving credit (c)
Overdraft
The Company
2013
2012
RM000
RM000
553
284,619
20,000
631
184,786
30,000
393
20,000
538
30,000
305,172
215,417
20,393
30,538
3,247
276
12,716
4,913
10,000
2,945
243
80,737
4,951
10,000
169
4,913
10,000
170
4,951
10,000
31,152
98,876
15,082
15,121
3,247
829
297,335
30,000
4,913
2,945
874
265,523
40,000
4,951
562
30,000
4,913
708
40,000
4,951
336,324
314,293
35,475
45,659
The Company
2013
2012
RM000
RM000
Chinese Renminbi
Ringgit Malaysia
300,582
35,742
268,468
45,825
35,475
45,659
Total
336,324
314,293
35,475
45,659
The Group and the Company have a total of RM482,990,000 and RM118,516,000 (2012: RM459,661,000 and
RM123,516,000) respectively of borrowing limits comprising government loan, term loans, overdrafts, revolving credit and
other trade financing facilities secured from a local government and financial institutions.
Facilities of the Group amounting to RM474,743,000 (2012: RM451,716,000) are secured by way of either proceeds
deposited into designated bank accounts, fixed deposits and/or corporate guarantee from the Company.
142
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
6.9
2.40-4.86
6.36-7.60
BLR +1.0
COF +1.5
6.4
2.40-2.50
6.36-7.60
BLR +1.0
COF +1.5
The Company
2013
2012
%
%
2.40-2.50
BLR +1.0
COF +1.5
2.40-2.50
BLR +1.0
COF +1.5
The Company
2013
2012
RM000
RM000
309
586
270
702
191
413
191
603
895
(66)
972
(98)
604
(42)
794
(86)
Present value
829
874
562
708
276
553
243
631
169
393
170
538
829
874
562
708
143
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
Total
The Company
2013
2012
RM000
RM000
4,630
(1,083)
3,547
59,373
942
47,263
3,874
171
221
113
1,079
60,315
51,137
392
1,192
63,862
51,137
392
1,192
At the end of the financial year, the Group has a retention sum owing to contractors amounted to approximately
RM5,572,000. Out of this amount, the Group anticipated that RM942,000 will be repaid in the next 12 months and thus
has been classified as current. The remaining outstanding balance of RM4,630,000 has been classified as long term
payables, and is expected to be released to contractors between 2015 to 2018. As a result, an interest income imputed on
retention sum amounting to RM1,083,000 has been recognised in the current financial year.
The average credit period of trade payables is 30 days. No interest is charged by the trade payables for balances which are
past due. The Group has financial risk management policies in place to ensure that all payables are paid within the preagreed credit terms.
144
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
The Company
2013
2012
RM000
RM000
63,200
662
50,471
666
392
-
1,192
-
63,862
51,137
392
1,192
The Group
2013
2012
RM000
RM000
The Company
2013
2012
RM000
RM000
32,075
2,271
20,672
6,250
13,987
173
2,949
221
34,346
26,922
14,160
3,170
Included in other payables and accruals of the Group and of the Company is amount owing to LGB Engineering Sdn Bhd, a
related party of the Company, in which certain shareholders of the Company are also shareholders, amounting to
RM1,109,000 (2012: RM1,109,000). The amount mainly arose from non-trade transaction which is unsecured, interest
free and repayable on demand.
Included in other payables and accruals of the Group and of the Company are amounts owing to Mr. Lim Chin Sean, Director
of the Company and Y. Bhg. Dato Lim Chee Meng, the major shareholder of the Company, amounting to RM12,000 and
RM12,000 (2012: RM12,000 and RM12,000) respectively. The amounts mainly arose from the non-trade transactions
which is unsecured, interest-free and repayable on demand.
145
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
Represented by:
Amount due from contract customers
Amount due to contract customers
425,257
(424,429)
828
1,164
(336)
828
The Company
2013
2012
RM000
RM000
361,832
(371,794)
157,779
(158,115)
152,888
(152,821)
(9,962)
(336)
67
67
(10,029)
(336)
67
-
(9,962)
(336)
67
62
17
13
13
50
28
-
146
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
The Company
2013
2012
RM000
RM000
336,324
(44,049)
(25,460)
314,293
(38,869)
(20,946)
35,475
(12,464)
-
45,659
(11,590)
-
Net debt
266,815
254,478
23,011
34,069
Total capital
605,557
566,439
335,047
322,822
44%
45%
7%
11%
The Company
2013
2012
RM000
RM000
Financial assets
Loan and receivables:
Trade receivables
Other receivables, deposits and prepayments
Deposits, cash and bank balances
Amount due from subsidiaries
Available-for-sale financial assets
350,343
6,344
44,049
25,460
340,552
5,965
38,869
20,946
1,008
672
12,464
195,991
-
3,681
578
11,590
189,719
-
Financial liabilities
At amortised costs:
Trade payables
Other payables and accruals
Borrowings
63,862
34,346
336,324
51,137
26,922
314,293
392
14,160
35,475
1,192
3,170
45,659
147
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
148
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
The Group
2013
2012
RM000
RM000
The Company
2013
2012
RM000
RM000
33,792
25
10,232
27,809
25
11,035
11,445
1,019
10,487
1,103
44,049
38,869
12,464
11,590
149
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
Less
than 1
year
RM000
Between
1 to 2
years
RM000
Between
2 to 5
years
RM000
Over 5
years
RM000
Total
RM000
59,373
34,346
59,373
34,346
8
2.4 - 7.6
942
31,153
737
31,319
3,893
89,964
346,376
5,572
498,812
125,814
32,056
93,857
346,376
598,103
51,137
26,922
51,137
26,922
2.4 - 7.6
98,876
25,369
75,852
248,336
448,433
176,935
25,369
75,852
248,336
526,492
The Group
2013
Non-interest bearing:
Trade payables
Other payables and accruals
Interest bearing:
Trade payables
Borrowings
2012
Non-interest bearing:
Trade payables
Other payables and accruals
Interest bearing:
Borrowings
150
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
The Company
2013
Non-interest bearing:
Trade payables
Other payables and accruals
Interest bearing:
Borrowings
2012
Non-interest bearing:
Trade payables
Other payables and accruals
Interest bearing:
Borrowings
Weighted
average
effective
interest
rate
%
Less
than 1
year
RM000
Between
1 to 2
years
RM000
Between
2 to 5
years
RM000
Over 5
years
RM000
Total
RM000
392
14,160
392
14,160
2.4 - 7.6
15,083
11,151
10,716
36,950
29,635
11,151
10,716
51,502
1,192
3,170
1,192
3,170
15,121
11,643
21,841
48,605
19,483
11,643
21,841
52,967
2.4 - 7.6
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets
or liabilities.
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability
that are not based on observable market data (unobservable inputs).
151
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
The Group
Level 1
RM000
Level 2
RM000
Level 3
RM000
Total
RM000
2013
Long-term trade receivables
Long-term other receivables
Available-for-sale financial assets
25,460
157,502
548
-
157,502
548
25,460
Total
25,460
158,050
183,510
2012
Long-term trade receivables
Long-term other receivables
Available-for-sale financial assets
20,946
136,237
418
-
136,237
418
20,946
Total
20,946
136,655
157,601
152
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
153
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
the Defendants shall remit the management fee in the sum of RMB725,000 (RM365,000) to CESE3;
the Defendants shall remit compensation payment in the sum of RMB5,223,800 (RM2,630,000), which include
the balance of purchase price of equipment of RMB4,723,800 (RM2,378,000) and compensation fee of
RMB500,000 (RM252,000) together with interests on (a) principal amount of RMB3,570,420 (RM1,798,000),
to be calculated at 0.05% on a daily basis commencing from 1 August 2007 until full payment; (b) principal
amount of RMB1,653,380 (RM832,000), to be calculated at 0.05% on a daily basis, commencing from 1
August 2008 until full payment. The judgement amount shall not exceed RMB4,296,047 (RM2,163,000)
together with interest calculated up to 26 July 2011 amounted to RMB2,770,159 (RM1,395,000), and the
remaining interest shall be on RMB4,296,047(RM2,163,000), to be calculated at 0.05% on a daily basis,
commencing from 27 July 2011 until full payment.
154
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
all other claims by CESE3 and the Plaintiff are dismissed; and
fee amounting to RMB77,885 (RM39,200) consists of court fee of RMB72,885 (RM36,700) and other litigation
fees of RMB5,000 (RM2,500) shall be paid as follows:
-
Puresino Guanghan and 2nd Defendant shall jointly bear the sum RMB65,205 (RM32,800);
(b) The management fees of RMB496,020 (RM243,000) shall be borne by Puresino Guanghan and the 2nd Defendant
and payment shall be made within 10 days from the effective date of the said judgement to CESE3. If payment
obligations are not fulfilled in accordance with the deadline of the judgement, double interest on the overdue shall be
paid in accordance with the stipulation of Article 253 of the Civil Procedure Act of the Peoples Republic of China.
(c) All other claims by CESE3 and the Plaintiff are dismissed.
(d) The first instance fee amounting to RMB77,885 (RM38,200) consists of court fee of RMB72,885 (RM35,800)
and other litigation fees of RMB5,000 (RM2,400).
The aforesaid fees shall be paid as follows:
-
the plaintiff and Watson Environmental shall jointly bear the sum of RMB70,000 (RM34,400);
Puresino Guanghan and 2nd Defendant shall jointly bear the sum RMB7,000 (RM3,400); and
(e) The second instance fee amounts to the sum of RMB72,885 (RM35,800) and shall be paid as follows:
-
the Plaintiff and Watson Environmental shall jointly bear the sum of RMB67,000 (RM32,900);
Puresino Guanghan and 2nd Defendant shall jointly bear the sum of RMB5,200 (RM2,600); and
The decision of the Court is final and the Directors have assessed the financial impact on the financial statements.
Accordingly, a reversal of the over-accrual of litigation claims amounting to RM1,961,000 has been recognised in the current
financial year, as disclosed in Note 8.
155
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
The Company
2013
2012
RM000
RM000
9,302
84,815
7,454
-
7
-
8
-
979
94,117
8,433
In accordance with a concession agreement executed by a subsidiary, Taliworks (Yinchuan) Wastewater Treatment Co.
Ltd, the subsidiary shall be liable to upgrade and expand its existing wastewater treatment plants facilities. The upgrading
and expansion is to fulfill the overall water demand in Yinchuan city, and to meet the effluent water quality standard in
accordance with the said concession agreement. At the end of the financial year, the cost for upgrading and expansion
has not been finalised by the subsidiary and therefore, it has yet to be authorised by the Directors of the Company except
for the cost of upgrading and expansion of Plant 3 amounting to RMB156,745,000 (RM84,815,000). However, for the
purpose of estimating the recoverable amounts of intangible assets for impairment review, the Group has estimated an
additional capital expenditure of RMB630,000,000 (RM340,893,000) as disclosed in Note 17.
(b) Non-cancellable operating lease commitments:
(i) Operating lease for water supply installation and quarters:
The Group
2013
2012
RM000
RM000
No later than 1 year
Later than 1 year but not later than 5 years
Later than 5 years
150
600
300
150
600
450
1,050
1,200
The above lease payments relate to a subsidiary, Taliworks (Langkawi) Sdn Bhds non-cancellable operating lease
for water supply installations and quarters for the waterworks staff under a privatisation contract.
156
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
The Company
2013
2012
RM000
RM000
2,726
5,451
2,028
4,056
8,177
6,084
Relationship
157
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
The Company
2013
2012
RM000
RM000
14,004
12,734
50
4,792
2,396
4,357
2,178
2,235
2,096
765
322
318
141
127,383
116,825
228
78
228
78
228
-
228
-
1,080
960
1,080
960
600
600
600
2,640
2,040
19,980
16,650
(686)
3,334
The contractual payments relating to the operations and maintenance of water treatment plants are based on fee rates stated
in the respective agreements entered into by Alam Ria Sdn Bhd (Alam Ria) and Perangsang Water Management Sdn Bhd
(PWM) with Sungai Harmoni Sdn Bhd (SHSB) and Taliworks (Langkawi) Sdn Bhd (TLSB). The contractual agreement
in respect of technical support and management services between SHSB and Alam Ria and PWM was entered into in March
2000. The contractual agreement in respect of royalty fees between TLSB and Alam Ria was originally entered into in
September 1996.
158
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
The Company
2013
2012
RM000
RM000
25
4,570
564
303
25
4,487
605
153
25
3,200
400
7
25
2,890
425
153
5,462
5,270
3,632
3,493
Included in total key management remuneration of the Group and of the Company is remuneration (consisting of fees,
salaries, bonus, defined contribution plan and other remuneration) of the Companys Executive Director of RM616,000 and
RM320,000 (2012: RM411,000 and RM411,000) respectively.
Benefits in kind received by Executive Director and other members of key management of the Group and the Company are
RM251,000 (2012: RM120,000) and RM169,000 (2012: RM100,000) respectively.
159
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR END ED 31 D ECEMBER 201 3
180,036
37,584
Reclassification
RM000
1,534
(1,534)
As reclassified
RM000
181,570
36,050
160
NOTES TO THE
FINANCIAL STATEMENTS
FO R T HE Y E A R E NDE D 31 DE C EM BER 2013
The Company
2013
2012
RM000
RM000
285,748
9,632
272,336
9,185
27,694
12,820
31,952
(3,757)
295,380
281,521
40,514
28,195
3,050
3,819
79,043
(12,336)
70,120
(13,583)
66,707
56,537
365,137
341,877
40,514
28,195
The determination of realised and unrealised profits or losses is based on Guidance of Special Matter No.1 Determination
of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Securities Listing Requirements
as issued by the Malaysian Institute of Accountants on 20 December 2010. A charge or a credit to the profit or loss of a
legal entity is deemed realised when it is resulted from the consumption of resource of all types and form, regardless of
whether it is consumed in the ordinary course of business or otherwise. A resource may be consumed through sale or use.
Where a credit or a charge to the profit or loss upon initial recognition or subsequent measurement of an asset or a liability
is not attributed to consumption of resource, such credit or charge should not be deemed as realised until the consumption
of resource could be demonstrated.
The supplementary information has been made solely for compliance with the directive issued by the Bursa Malaysia
Securities Berhad and should not be used for any other purpose.
161
ANALYSIS OF
SHAREHOLDINGS
AS AT 2 MAY 201 4
SHAREHOLDINGS STRUCTURE
Authorised Capital
Issued and Fully paid-up
Class of Shares
Voting Rights by show of hand
Voting Rights by poll
:
:
:
:
:
RM500,000,000
RM218,245,790
Ordinary Shares of RM0.50 each
One vote for every member
One vote for every share held
ANALYSIS OF SHAREHOLDINGS
Size of Shareholdings
No. of Shareholders
26
155
964
325
72
7
1.68
10.01
62.23
20.98
4.65
0.45
581
112,770
4,507,401
10,339,200
102,351,128
319,180,500
0.00
0.03
1.03
2.37
23.45
73.12
1,549
100.00
436,491,580
100.00
1 99
100 1,000
1,001 10,000
10,001 100,000
100,001 to less than 5% of issued shares
5% and above of issued shares
Total
1.
92,012,400
21.08
2.
64,800,000
14.85
3.
43,909,300
10.06
36,000,000
8.25
5.
29,913,200
6.85
6.
29,541,600
6.77
7.
23,004,000
5.27
8.
18,280,700
4.19
15,523,000
3.56
12,311,100
2.82
4.
9.
162
ANALYSIS OF
SHAREHOLDINGS
A S AT 2 M A Y 2 0 14
9,366,628
2.15
7,500,000
1.72
4,653,200
1.07
3,366,500
0.77
3,000,000
0.69
2,657,400
0.61
2,317,600
0.53
2,098,800
0.48
1,645,000
0.38
1,333,500
0.31
1,290,700
0.30
1,134,800
0.26
1,073,000
0.25
838,000
0.19
715,400
0.16
580,000
0.13
554,100
0.13
514,700
0.12
495,000
0.11
489,000
0.11
410,918,628
94.14
TOTAL
163
LIST OF
SUBSTANTIAL SHAREHOLDERS
AS AT 2 MAY 201 4
Name
Direct
No. of
Shares Held
Indirect
No. of
Shares Held
92,012,400
64,800,000
29,913,200
31,640,400
25,500,000
23,004,000
585,900
-
21.08
14.85
6.85
7.25
5.84
5.27
0.13
-
18,000,000
92,012,400
241,370,000
123,652,800
241,640,000
241,640,000
31,640,400
Notes
(a)
(b)
(c)
(d)
(e)
(e)
(f)
%
4.12
21.08
55.30
28.33
55.36
55.36
7.25
164
LIST OF
DIRECTORS SHAREHOLDINGS
A S AT 2 M A Y 2 0 14
The Directors shareholdings as per the Register of Directors Shareholdings:A. Number of Ordinary Shares of RM0.50 each
Name
Direct
No. of
Shares Held
3,000,000
150,000
285,000
42,800
25,500,000
-
Indirect
No. of
Shares Held
Notes
1.37
0.03
0.07
0.01
5.84
-
18,000,000
241,640,000
-
(a)
(b)
-
4.12
55.36
-
Name
Y.Bhg. Dato Hj Mohd Sinon bin Mudakir
Encik Sulaiman bin Salleh
Mr. Lim Chin Sean
Exercise Price
(RM)
As at
1 January 2013
Granted
Exercised
Balance
1.90
1.90
1.90
80,000
60,000
60,000
80,000
60,000
60,000
165
NOTICE OF
ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Twenty Third Annual General Meeting (23rd AGM) of the Company will be held at Ballroom 1,
First Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur on Wednesday, 18 June 2014 at 11:00 a.m.
for the following purposes:-
AGENDA
1. To receive the Audited Financial Statements for the financial year ended 31 December 2013 together with the Reports of
the Directors and the Auditors thereon.
(Please refer to Note 1)
2. To approve the payment of a final single-tier dividend of 1.0 sen per ordinary share in respect of the financial year ended 31
December 2013.
(Resolution 1)
3. To approve the payment of Directors fees for the financial year ended 31 December 2013.
(Resolution 2)
4. To re-elect the following Directors who are retiring pursuant to Article 85 of the Companys Articles of Association and being
eligible, have offered themselves for re-election:(a) Y.Bhg. Tan Sri Dato Seri Ong Ka Ting; and
(b) Mr. Vijay Vijendra Sethu.
(Resolution 3)
(Resolution 4)
(Please refer to Note 2)
5. To reappoint Messrs. Deloitte as Auditors of the Company until the conclusion of the next Annual General Meeting and to
authorise the Directors to fix their remuneration.
(Resolution 5)
As Special Business
To consider and if thought fit, with or without any modification(s), to pass the following Ordinary Resolution:6. ORDINARY RESOLUTION
AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965
THAT subject to Section 132D of the Companies Act, 1965 and approvals of the relevant governmental/regulatory
authorities, the Directors be and are hereby empowered to issue and allot shares in the Company, at any time to such persons
and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit,
provided that the aggregate number of shares to be issued does not exceed ten per centum (10%) of the issued and paidup share capital of the Company for the time being and the Directors be and are also empowered to obtain the approval for
the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad;
AND THAT such authority shall commence immediately upon the passing of this Resolution and continue to be in force until
the conclusion of the next Annual General Meeting of the Company.
(Resolution 6)
7. To transact any other ordinary business of which due notice shall have been given.
166
NOTICE OF
ANNUAL GENERAL MEETING
Kuala Lumpur
Dated: 27 May 2014
Explanatory Notes to Special Business: 1. Authority to Issue Shares
The proposed Resolution 6 is intended to renew the authority granted to the Directors of the Company at the Twenty Second
Annual General Meeting of the Company held on 26 June 2013 to issue and allot shares at any time to such persons in their
absolute discretion without convening a general meeting provided that the aggregate number of the shares issued does not
exceed 10% of the issued share capital of the Company for the time being (hereinafter referred to as the General Mandate).
The General Mandate granted by the shareholders at the Twenty Second Annual General Meeting of the Company held on
26 June 2013 had not been utilised and hence, no proceed was raised therefrom.
The new General Mandate will enable the Directors to take swift action for allotment of new shares for any possible fund
raising activities, including but not limited to placing of new shares, for the purpose of funding future investment project(s),
working capital and/or acquisition(s) and to avoid delay and cost in convening general meetings to approve such issue of
new shares.
167
NOTICE OF
ANNUAL GENERAL MEETING
Notes :1. 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 for the Audited Financial Statements from the shareholders. Hence, this Agenda item is not put
forward for voting.
2. Y.Bhg. Dato Hj Mohd Sinon Bin Mudakir and Encik Sulaiman Bin Salleh who retire by rotation pursuant to Article 80 of the
Companys Articles of Association have indicated that they do not wish to seek for re-election.
3. In respect of deposited securities, only members/shareholders whose names appear in the Record of Depositors on 11 June
2014 shall be eligible to attend the Meeting.
4. A member/shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint not more than two
(2) proxies to attend and vote in his stead. Where a member/shareholder appoints two (2) proxies to attend and vote at the
Meeting, such appointment shall be invalid unless he specifies the proportions of his shareholdings to be represented by
each proxy.
5. A proxy may but need not be a member/shareholder of the Company and a member/shareholder may appoint any person to
be his proxy without limitation and the provisions of Sections 149 (1)(a) and (b) of the Companies Act 1965 shall not apply
to the Company. There shall be no restriction as to the qualification of the proxy. A proxy appointed to attend and vote at the
Meeting shall have the same rights as the member to speak at the Meeting.
6. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in
writing or, if the appointer is a corporation, either under Seal or under the hand of an officer or attorney duly authorised.
7. Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central
Depositories) Act 1991 (SICDA) 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 a member is an authorised nominee as defined under SICDA, it may
appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing
to the credit of the said Securities Account.
8. The instrument appointing a proxy and the power of attorney or other authority (if any), under which it is signed or a duly
notarised certified copy of that power or authority, shall be deposited at the Registered Office of the Company at Level 7,
Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah
Persekutuan not less than forty-eight (48) hours before the time for holding the Meeting or any adjournment thereof.
FORM OF PROXY
NRIC/Passport No.
Proportion of
Shareholdings
No. of Shares
Full Address
and/or failing *him/her,
Second Proxy B
Full Name
NRIC/Passport No.
Proportion of
Shareholdings
No. of Shares
Full Address
100%
or failing *him/her, the *Chairman of the Meeting as *my/our proxy to vote for *me/us and on *my/our behalf at the Twenty Third Annual General
Meeting of the Company to be held at Ballroom 1, First Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur
on Wednesday, 18 June 2014 at 11:00 a.m. and at any adjournment thereof.
In the case of a vote by a show of hands, my proxy__________(one only) shall vote on *my/our behalf.
Please indicate with an X in the spaces provided below as to how you wish your votes to be casted. If no specific direction as to voting is
given, the proxy will vote or abstain from voting at *his/her discretion.
Item Agenda
1.
To receive the Audited Financial Statements for the financial year ended 31 December 2013 together with the Reports of the
Directors and the Auditors thereon.
Resolution
2.
To approve the payment of a final single-tier dividend of 1.0 sen per ordinary share in respect of
the financial year ended 31 December 2013.
3.
To approve the payment of Directors fees for the financial year ended 31 December 2013.
4(a).
To re-elect Y.Bhg Tan Sri Dato Seri Ong Ka Ting, who is retiring pursuant to Article 85 of the
Companys Articles of Association and being eligible, has offered himself for re-election.
4(b).
To re-elect Mr. Vijay Vijendra Sethu, who is retiring pursuant to Article 85 of the Companys
Articles of Association and being eligible, has offered himself for re-election.
To reappoint Messrs. Deloitte as Auditors of the Company until the conclusion of the next
Annual General Meeting and to authorise the Directors to fix their remuneration.
5.
For
Against
Special Business
6.
Ordinary Resolution:
Authority to Issue Shares Pursuant to Section 132D of the Companies Act, 1965.
____________________________________
*Signature/Common Seal of Shareholder
Notes :1.
In respect of deposited securities, only members/shareholders whose names appear in the Record of Depositors on 11 June 2014 shall be eligible to attend the Meeting.
2.
A member/shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint not more than two (2) proxies to attend and vote in his stead. Where
a member/shareholder appoints two (2) proxies to attend and vote at the Meeting, such appointment shall be invalid unless he specifies the proportions of his shareholdings
to be represented by each proxy.
3.
A proxy may but need not be a member/shareholder of the Company and a member/shareholder may appoint any person to be his proxy without limitation and the provisions of
Section 149 (1)(a) and (b) of the Companies Act, 1965 shall not apply to the Company. There shall be no restriction as to the qualification of the proxy. A proxy appointed to attend
and vote at the Meeting shall have the same rights as the member to speak at the Meeting.
4.
The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either
under Seal or under the hand of an officer or attorney duly authorised.
5.
Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991 (SICDA) 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 a member is an authorised nominee as defined under SICDA, it may appoint at least one (1) proxy
in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.
6.
The instrument appointing a proxy and the power of attorney or other authority (if any), under which it is signed or a duly notarised certified copy of that power or authority,
shall be deposited at the Registered Office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara,Damansara Heights, 50490 Kuala
Lumpur, Wilayah Persekutuan not less than forty-eight (48) hours before the time for holding the Meeting or any adjournment thereof.
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Stamp
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