Cme 2018 PDF
Cme 2018 PDF
Cme 2018 PDF
annual
(Company No. 52235-K) (Incorporated in Malaysia)
Lot 19, Jalan Delima 1/1, Taman Perindustrian Teknologi Tinggi Subang,
report 2018
47500 Subang Jaya, Selangor Darul Ehsan, Malaysia.
Tel: 03-5633 1188 Fax: 03-5634 3838
TABLE OF
contents
Notice Of THE 22ND Sustainability Statement 18
Annual General Meeting 02
Corporate Governance
Statement Accompanying OVERVIEW STATEMENT 21
Notice Of THE 22ND
Annual General Meeting 05 Audit Committee Report 34
NOTICE IS HEREBY GIVEN that the Twenty-Second (22nd) Annual General Meeting of CME Group Berhad
(“the Company”) will be held at the Delima Room, Lobby Floor, Empress Hotel, Jalan ST 1C/7, Medan 88, Bandar Baru
Salak Tinggi, 43900 Sepang, Selangor Darul Ehsan on Tuesday, 27 November 2018, at 10.00 a.m. for the purpose of
transacting the following businesses:
AS ORDINARY BUSINESS:
1. To receive the Audited Financial Statements for the eighteen months ended 30 June 2018 Please refer
and the Reports of the Directors and Auditors thereon. to Note 2
2. To re-elect the following Directors who retire by rotation in accordance with Article 83 of the
Company’s Constitution, and being eligible, offer themselves for re-election:
(ii) YAM Tengku Besar Tengku Kamil Ismail Bin Tengku Idris Shah Resolution 2
3. To approve the payment of Directors’ fees of RM283,333 for the period from 1 January 2017 Resolution 3
until 30 June 2018.
4. To approve the payment of Directors’ fees up to an amount of RM180,000 from 1 July 2018 Resolution 4
until the conclusion of the next Annual General Meeting.
5. To re-appoint Messrs. Baker Tilly Monteiro Heng, as Auditors of the Company and to hold office Resolution 5
until the conclusion of the next Annual General Meeting, at a remuneration to be determined
by the Directors.
As Special Business
6. ORDINARY RESOLUTION
AUTHORITY TO ALLOT AND ISSUE SHARES IN GENERAL PURSUANT TO THE Resolution 6
COMPANIES ACT 2016
“THAT pursuant to the Companies Act 2016 and the Constitution of the Company and
subject to the approvals of the relevant regulatory authorities, the Directors be and are hereby
empowered to issue shares in the capital of the Company from time to time and upon such
terms and conditions and for such purposes as the Directors, may in their absolute discretion
deem fit, provided that the aggregate number of shares issued pursuant to this resolution
does not exceed 10% of the issued share capital of the Company for the time being and that
the Directors be and are hereby also empowered to obtain approval from Bursa Malaysia
Securities Berhad (“Bursa Securities”) for the listing and quotation of the additional shares so
issued and that such authority shall continue to be in force until the conclusion of the next
Annual General Meeting of the Company.”
7. ORDINARY RESOLUTIONS
PROPOSED RETENTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS
(i) “THAT Y.A.D. Dato’ Setia Tengku Indera Pahlawan Tengku Putra Alhaj Bin Tengku Azman Resolution 7
Shah Alhaj be and is hereby retained as an Independent Non-Executive Director of
the Company and he shall continue to act as an Independent Non-Executive Director,
notwithstanding that he has been on the Board of the Company for cumulative term of
more than twelve (12) years.”
(ii) “THAT subject to the passing of Resolution 1, Y. Bhg. Dato’ Khairi Bin Mohamad be and Resolution 8
is hereby retained as an Independent Non-Executive Director of the Company and he
shall continue to act as an Independent Non-Executive Director, notwithstanding that
he has been on the Board of the Company for cumulative term of more than twelve (12)
years.”
2
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Shah Alam
31 October 2018
NOTES:
1. Proxy
1.2. For a proxy to be valid, the instrument appointing the proxy, duly completed, must be deposited at the
Registered Office of the Company at No. 22C, Jalan Gelugor, 41050 Klang, Selangor Darul Ehsan not less
than forty-eight (48) hours before the time set for the meeting or any adjournment thereof.
1.3. A member shall be entitled to appoint one (1) or more proxies to attend and vote instead of him at the
same meeting and where a member appoints two (2) or more proxies to vote at the same meeting, such
appointment shall be invalid unless he specifies the proportion of his shareholding to be represented by
each proxy.
1.4. Where a member is an exempt authorised nominee which holds ordinary shares in the Company for multiple
beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies
which the exempt authorised nominee may appoint in respect of each omnibus account it holds.
1.5. In the case of a corporate member, this form must be executed under the corporation’s common seal or
under the hand of an officer or attorney duly authorised.
1.6. For the purpose of determining a member who shall be entitled to attend this Twenty-Second (22nd) AGM,
the Company shall be requesting Bursa Malaysia Depository Sdn Bhd in accordance with Article 59 of the
Company’s Constitution and Section 34(1) of the Securities Industry (Central Depositories) Act 1991 to
issue a Record of Depositors as at 23 November 2018. Only a depositor whose name appears on such
Record of Depositors shall be entitled to attend the said meeting or appoint proxies to attend and vote on
his/her behalf.
1.7 Pursuant to Paragraph 8.29A of Bursa Malaysia Securities Berhad Main Market Listing Requirements, all
resolutions set out in the Notice of the 22nd AGM will be put to vote on a poll.
2. Audited Financial Statements for the eighteen months ended 30 June 2018
The audited financial statements are laid in accordance with Section 340(1)(a) of the Companies Act 2016 for
discussion only under Agenda 1. They do not require shareholders’ approval and hence, will not be put for voting.
3
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Ordinary Resolution 6, if passed, will give powers to the Directors to issue up to a maximum of 10% of the issued
share capital of the Company for the time being for such purposes as the Directors consider would be in the
interest of the Company. This authority will, unless revoked or varied by the Company at a general meeting, expire
at the conclusion of the next Annual General Meeting.
The authority granted to the Directors will provide flexibility to the Company for any possible fund raising activities,
including but not limited to further placing of shares, for purpose of funding future investment project(s), working
capital and/or acquisitions.
The Company raised RM2,205,500 from the issuance of 44,110,000 new shares pursuant to the Companies
Act 2016 under the authority sought at the Twenty-First (21st) AGM held on 25 May 2017 and the authority will
lapse at the conclusion of the Twenty-Second (22nd) AGM. Please refer to page 32 of the Annual Report 2018
for details and utilisation status of the proceeds raised. A renewal of this authority is being sought at the Twenty-
Second (22nd) AGM under the proposed Resolution 6.
(i) Y.A.D. Dato’ Setia Tengku Indera Pahlawan Tengku Putra Alhaj Bin Tengku Azman Shah Alhaj
The Board, through the Nominating Committee (“NC”), has assessed the independence of Y.A.D. Dato’
Setia Tengku Indera Pahlawan Tengku Putra Alhaj Bin Tengku Azman Shah Alhaj and is satisfied that he can
continue bringing independent views to the Board and safeguarding the minority interest of the Company.
The Board believes his leadership quality, and knowledge and experiences will continue to contribute
positively to the proceedings of the Board and the Board Committees. The Board therefore endorsed the
NC’s recommendation for him to be retained as an Independent Non-Executive Director.
The Board, through the NC, has determined that Y. Bhg. Dato’ Khairi Bin Mohamad is fair and impartial
in carrying out his duties to the Company. As Director, he continues to bring independent and objective
judgements to Board deliberations and the decision-making process as a whole. He also possesses vast
professional experience and brings the right mix of skills to the Board. The Board therefore, endorsed the
NC’s recommendation for him to be retained as an Independent Non-Executive Director.
Shareholders’ approval for Ordinary Resolutions 7 and 8 will be sought on a two-tier voting basis.
4
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
STATEMENT ACCOMPANYING
NOTICE OF THE 22ND ANNUAL GENERAL MEETING
(PURSUANT TO PARAGRAPH 8.27(2) OF THE MAIN MARKET LISTING REQUIREMENTS OF
BURSA MALAYSIA SECURITIES BERHAD)
1. DIRECTORS WHO ARE STANDING FOR RE-ELECTION
The Directors who are offering themselves for re-election at the Twenty-Second (22nd) Annual General Meeting
of the Company are as follows:
• Y. Bhg. Dato’ Khairi Bin Mohamad, a Director retiring under Article 83 of the Company’s Constitution.
• YAM Tengku Besar Tengku Kamil Ismail Bin Tengku Idris Shah, a Director retiring under Article 83 of the
Company’s Constitution.
Details of board meetings and attendance of Directors at Board meetings held for the financial period ended 30
June 2018 are set out in the Corporate Governance Overview Statement of this Annual Report.
3. ORDINARY RESOLUTION ON AUTHORITY TO ISSUE AND ALLOT NEW ORDINARY SHARES IN CME
GROUP BERHAD (“CME SHARES”)
Details of the general mandate to issue and allot CME Shares pursuant to the Companies Act 2016 are set out
in the Explanatory Notes of the Notice of the 22nd Annual General Meeting on page 4 of this Annual Report.
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CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Corporate
Profile
CME Group Berhad (“CME”) was incorporated in Malaysia on 14 November 1979 under the Companies Act, 1965
as a private limited company under the name of Beijer (Malaysia) Sdn Bhd. The name was changed to Construction
and Mining Equipment Holdings Sdn Bhd on 27 February 1984 to reflect its activities at that time. On 5 January 1991,
the Company changed its name to CME Group Sdn Bhd.
The Company subsequently converted its status into a public company and assumed its present name on 26 December
1995. The Company was listed on the Second Board of the Kuala Lumpur Stock Exchange on the 3 October 1997.
The existing principal activity of the Group is providing comprehensive solutions in relation to designing, manufacturing
and sales of various types of specialised mobility vehicles, and fire fighting and safety vehicles. The Group designs and
builds various types of fire fighting vehicles, specialist vehicles, airport crash tenders, hazmat vehicles, fuel transfer
vehicles, riot control vehicles and fire rescue equipment.
CME of today has become an experience comprehensive solutions provider to the fire fighting industries with a reputation
for delivering customized, value driven vehicle solutions that incorporate safety and reliability that comply with the highest
standards such as NFPA, ICAO and CEN. The products manufactured by the Group’s meet and comply with ISO 9001
certification. CME now stands proudly at the forefront of the industry in the country. The customers of CME Group are
mainly from public sector and oil and gas industry.
In recent years, the Group has diversified into the property development, property investment and retail business. The
diversification is intended to be part of a long term plan to move the Group forward by expanding the Group’s income
stream and further strengthening the Group’s financial position.
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CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Corporate
Structure
CME
CME EDARAN CME INDUSTRIES
100% TECHNOLOGIES 100% 100%
SDN BHD SDN BHD
SDN BHD
Designing, Manufacturing and Sales and Services of Servicing Fire Fighting and
Sales of Specialised Mobility Specialised Mobility Vehicles, Specialist Vehicles and supply
Vehicles, Fire Fighting Vehicles, Fire Fighting Equipment, Fire of related spare parts
Fire Engines, Specialist Vehicles, Fighting Vehicles, Specialist
Airport Crash Tenders, Hazmat Vehicles, Fuel Transfer Vehicles
Vehicles, Aerial Access Ladder, and the supply of related spare
Cranes, Fuel Transfer Vehicles parts
including Refuellers, Riot
Control Vehicles, Fire Fighting
and Rescue Equipment and
Fixed Installations
CME PROPERTIES
CME PROPERTIES CME PYROSHIELD
100% 100% 100% (AUSTRALIA) PTY
SDN BHD SDN BHD
LTD
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CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Corporate
Information
8
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Directors’
Profile
Y.M. Tunku Nizamuddin Bin Tunku Dato’ Seri Shahabuddin, aged 47, Malaysian, was appointed to the Board
of the Company on 6 May 2009. He holds a Bachelor of Business in Tourism Management from University of New
England, Lismore, Australia and MBA in International Management from Thunderbird, The Garvin School of International
Management, Arizona, USA. Tunku has more than 20 years of experience in the field of advisory and consultancy in all
business areas, of which more than 8 years were spent in the oil and gas industry.
He does not have any family relationship with any of the Directors and/or substantial shareholders of the Company nor
has he any personal interest in any business arrangement involving CME. He has no convictions for offences over the
past 10 years other than traffic offences.
He does not hold any shares in CME and has no interests in the securities of any subsidiary companies of CME. He
also sits on the Board of several other private limited companies.
En. Azlan Omry Bin Omar, aged 52, Malaysian, was appointed to the Board of the Company on 6 July 2000 as
Independent Non-Executive Director. He has re-designated as Executive Director on 1 July 2015. He holds a Bachelor
of Science degree majoring in Civil Engineering from California State University and a Master of Science degree in
Manufacturing Systems Engineering from University of Warwick, England. He started his career as a civil and structural
engineer in 1990 before returning to England in 1993 to work for Warwich Manufacturing Group as a Research Associate.
He returned to Malaysia and joined Composites Technology Research Malaysia Sdn Bhd (“CTRM”) in 1994.
He has been in the business of distribution and retail of consumer and lifestyle products between 2003 and 2014.
He does not have any family relationship with any of the Directors and/or substantial shareholders of the Company nor
has he any personal interest in any business arrangement involving CME. He has no convictions for offences over the
past 10 years other than traffic offences.
He does not hold any shares in CME and has no interests in the securities of any subsidiary companies of CME. He
also sits on the Board of several other private limited companies.
9
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Directors’
Profile
(cont’d)
Y.A.D. Dato’ Setia Tengku Indera Pahlawan Tengku Putra Alhaj Bin Tengku Azman Shah Alhaj
Independent Non-Executive Director
Member of Nominating Committee
Y.A.D. Dato’ Setia Tengku Indera Pahlawan Tengku Putra Alhaj Bin Tengku Azman Shah Alhaj, aged 67,
Malaysian, was appointed to the Board of the Company on 19 June 2000. After completing his formal education in the
1960’s, Dato’ Setia Tengku was appointed as the Military Aide-de-Camp to His Royal Highness The Sultan of Selangor.
He resigned from this position and entered the corporate world in 1995. Since then, he has extensive interests in civil,
building construction and property development.
He does not have any family relationship with any of the Directors and/or substantial shareholders of the Company nor
has he any personal interest in any business arrangement involving CME. He has no convictions for offences over the
past 10 years other than traffic offences.
He does not hold any shares in CME and has no interests in the securities of any subsidiary companies of CME. He
also sits on the Board of several other private limited companies.
Dato’ Khairi Bin Mohamad, aged 78, Malaysian, was appointed to the Board of the Company on 19 June 2000. After
completing his formal education in 1959, he went on to obtain his Commercial Pilot Licence (CPL) and Airline Transport
Pilot Licence (ATPL) in 1960 and 1968 respectively. Between 1962 to 1972, he worked for Malayan Airlines which was
later renamed Malaysia-Singapore Airlines (MSA) as a First Officer and was promoted to Captain in 1968 when he obtained
his ATPL. In 1972 he joined Malaysia Airlines System (MAS) and was involved in the establishment and setting up of the
Airline. During his career with MAS, he has clocked a total Flying Hours of approximately 19,000 hours on multi-engine
jets and he has held various senior positions in MAS namely, Senior Flight Instructor, Chief Pilot (Training) and Deputy
Director of Flight Operations. He held the position as Director of Flight Operations for more than ten years until he retired.
During his spell as Director of Flight Operations, he attended major courses conducted by reputable universities such
as the Monash University in Australia, Harvard Business School, Asian Institute of Management and London Business
School. The courses attended are Human Factors in Aviation, Senior Management Course, Air Transport Course, Civil
Aviation Senior Management Programme and Senior Development Programme. He is also a member of the Harvard
Business School Alumni Club of Malaysia.
He does not have any family relationship with any of the Directors and/or substantial shareholders of the Company nor
has he any personal interest in any business arrangement involving CME. He has no convictions for offences over the
past 10 years other than traffic offences.
He does not hold any shares in CME and has no interests in the securities of any subsidiary companies of CME. He
also sits on the Board of several other private limited companies.
10
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Directors’
Profile
(cont’d)
Miss Ong Suan Pin, aged 60, Malaysian, was appointed to the Board on 24 June 2011. She is a holder of ACCA
(The Association of Chartered Certified Accountants) qualification and has more than 35 years of working experience in
the field of accountancy. She started her career in 1981 as a lecturer for Institute Technology of Mara before moving to
join a public accounting firm, gaining experience in auditing. Presently, she is the Financial Controller for a construction
group of companies.
She does not have any family relationship with any of the Directors and/or substantial shareholders of the Company nor
has she any personal interest in any business arrangement involving CME. She has no convictions for offences over
the past 10 years other than traffic offences.
She holds 15,900,000 shares in CME and has no interests in the securities of any subsidiary companies of CME.
YAM Tengku Besar Tengku Kamil Ismail Bin Tengku Idris Shah
Independent Non-Executive Director
Member of Audit Committee
YAM Tengku Besar Tengku Kamil Ismail Bin Tengku Idris Shah, aged 68, Malaysian, was appointed to the Board
of the Company on 09 March 2015. He held the directorships in C.I Holdings Berhad, Berjaya Group Berhad and TAS
Industries Sdn Bhd in the past years. Presently, he is the Chairman of Red Eagle Securities Services Sdn Bhd and
Taman Positif Sdn Bhd. He is also the Council Member of Majlis Perbandaran Kuantan. He is active in sport especially
badminton. He is the president of Pahang Badminton Association for the past 30 years till todate. He is also the present
Vice President of Badminton Association of Malaysia.
He does not have any family relationship with any of the Directors and/or substantial shareholders of the Company nor
has he any personal interest in any business arrangement involving CME. He has no convictions for offences over the
past 10 years other than traffic offences.
He does not hold any shares in CME and has no interests in the securities of any subsidiary companies of CME. He
also sits on the Board of several other private limited companies.
11
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Key
Management
Mr. Wong Chee Fatt holds a Bachelor of Engineering (Hons) in Mechanical Engineering from University of Westminster,
United Kingdom and Diploma in Electrical Engineering Technician from City and Guilds of London Institute. Mr. Wong is
a member of Institute of Fire Engineers (UK). Mr. Wong began his career as a Project Engineer with CME Edaran Sdn
Bhd, a wholly owned subsidiary of CME in 1993, attached to the fire fighting industry division and was subsequently
promoted to Project Manager in 1995. He is primarily responsible for project tendering, implementation, strategic
planning and all business development aspects of the fire fighting industry business segment. Mr. Wong was appointed
as the Chief Operating Office of the Group on 1 June 2012 and then been appointed as the Chief Executive Officer of
the Group on 31 October 2014.
He does not have any family relationship with any of the Directors and/or substantial shareholders of the Company nor
has he any personal interest in any business arrangement involving CME. He has no convictions for offences over the
past 10 years other than traffic offences.
He holds 62,180 shares in CME and has no interests in the securities of any subsidiary companies of CME.
Mr. Tan Guan Tee holds a Diploma in Mechanical Engineering from F.I.T. Mr. Tan began his career as a Technical
Executive with CME Technologies Sdn Bhd, a wholly owned subsidiary of CME in 1989, attached to the Production
and Service division and move up the ranks and became General Manager in 2014.
He is primarily responsible in manufacturing, product support, testing and after sales service.
He does not have any family relationship with any of the Directors and/or substantial shareholders of the Company or
nor has he any personal interest in any business arrangement involving CME. He has no convictions for offences over
the past 10 years other than traffic offences.
He holds 620 shares in CME and has no interests in the securities of any subsidiary companies of CME.
Miss Lim Bee Hong obtained her Bachelor of Accountancy from University of Malaya in 1991. She is a member of
Malaysian Institute of Accountants. She has over 28 years of experience in the field of accountancy.
She does not have any family relationship with any of the Directors and/or substantial shareholders of the Company nor
has she any personal interest in any business arrangement involving CME. She has no convictions for offences over the
past 10 years other than traffic offences.
She holds 100,540 shares in CME and has no interests in the securities of any subsidiary companies of CME.
12
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Statement By The
Board of Directors
The Group’s revenue for the 18-month financial period ended The Group views corporate social responsibility as a
30 June 2018 recorded at RM56.5 million as compared to continuing commitment for businesses to act ethically
RM24.8 million for the 12-month financial year ended 31 and contribute to economic and social development
December 2016, mainly due to completion and delivery
of fire fighting vehicles, coupled with the timing of revenue while improving the quality of workforce, stakeholders’
recognition for on-going projects during the FPE 30 June value and the local community at large.
2018. Loss before tax has decreased to RM13.8 million for
the FPE 30 June 2018 from loss before tax of RM14.7 million A variety of activities, such as festive celebration and
for the last FYE 31 December 2016. sport activities were organised for promoting the
wellbeing of employees. The Group continues to provide
The revenue from the Manufacturing Segment grew from its employees with relevant training programs to help
RM20.2 million (12 months for FYE 31 December 2016) to develop technical and soft skills among different level
RM45.8 million, an increase of RM25.6 million during the 18 of employees.
months financial period ended 30 June 2018. The revenue
from the Trading Segment for 18 months has also increased
to RM9.2 million or 174.7% as compared to RM3.3 million
in Year 2016. Dividend
Manufacturing Segment continues to be the main core The Board, having made due consideration, is not
business for the group in terms of revenue, which accounted recommending any dividend payment for the FPE 30
for 81% of the total revenue, followed by Trading Segment June 2018.
which accounted for 16.2% of the total revenue for the FPE
30 June 2018.
Appreciation and Acknowledgement
Business Outlook and Future Prospect
On behalf of the Board, I sincerely wish to extend my
The local and global economy will continue to be challenging gratitude to our valued customers, financiers/bankers,
in 2018/2019. However, the Group remains cautiously business associates/partners and shareholders for
optimistic on the outlook of the Specialised Mobility Vehicles their confidence, support and loyalty without which
industry particularly in the after sales market. Fluctuations in our success will not be possible and I look forward for
exchange rates and commodity prices will continue to have their continuing support in the Group. I would also like
an impact on the Group’s financial performance and position. to extend my appreciation and gratitude to the relevant
In order to maintain its market competitiveness, the Board regulatory authorities and agencies for their continued
will need to constantly review its price structure and react
support, co-operation and advice.
accordingly. The Group will continue its efforts to enhance
operating efficiency programmes to mitigate as much as
possible the impact of higher input costs. To the management and staffs, thank you for your loyalty,
dedication and commitment that has driven the Group
The Management is leveraging on its strong track record, into what it is today and to greater heights in the years
extensive customer networking and wider range of products ahead.
in expanding and penetrating both existing and new markets,
especially for both the Specialised Mobility Vehicles (“SMV”) Last but not least, my sincere gratitude and thanks
Division and Fire Suppression and Prevention (“FSP”) to my fellow board members for their strong support
Division, in view that both Divisions are contributing positively and invaluable advice and my special thanks to our
to the Group. While for the Retail Division, the management
will continue to explore its marketing strategy to improve shareholders for their continuing trust and confidence
the performance. in the Group.
13
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Five-Year
Financial Highlights
18-month
Financial
Period
Ended
Financial Year Ended 30 June
31 December (“FYE”) (“FPE”)
2013 2014 2015 2016 2018
SHARE INFORMATION
Basic Earnings Per Share (sen) 0.140 0.691 (3.064) (3.362) (2.414)
Diluted Earnings Per Share (sen) 0.140 0.691 (3.064) (3.362) (2.414)
FINANCIAL RATIOS
Current Ratio (times) 0.931 0.563 0.534 0.370 0.553
Net Assets Per Share (RM) 0.101 0.183 0.162 0.147 0.115
Notes:
1. Earnings per share (“EPS”) is computed by dividing the Net Profit/(Loss) Attributed to Equity Holders by the
weighted average number of ordinary shares in issue during the financial year/period.
2. The diluted earnings per ordinary share is same as the basic earnings per share because the effect of the assumed
conversion of warrants outstanding will be anti-dilutive and the Company has no other dilutive potential ordinary
share in issue as at the end of the reporting period.
14
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Five-Year
Financial Highlights
(cont’d)
Total Assets (RM’000) Total Liabilities (RM’000) Equity Attributable to owners of
the Company (RM’000)
140,000 70,000 100,000
120,000 60,000
100,000 50,000 80,000
- - -
Dec - 13
Dec - 14
Dec - 15
Dec - 16
Dec - 13
Dec - 14
Dec - 15
Dec - 16
Dec - 13
Dec - 14
Dec - 15
Dec - 16
Jun - 18
Jun - 18
Jun - 18
As at As at As at
40,000 60,000
30,000
40,000
20,000
10,000 20,000
- -
10,000 -
5,000
- (5,000)
(5,000)
(10,000)
(10,000)
(15,000) (15,000)
5,000 -
-
(5,000)
(5,000)
(10,000) (10,000)
(15,000) (15,000)
2013 2014 2015 2016 18 Months
12 Months Ended 31 December Ended 30 June 2018
15
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Management
Discussion and Analysis
Overview
CME Group Berhad (“CME” or the “Company”) and its subsidiaries (“CME Group” or “our Group”) are principally involved
in providing comprehensive solutions in relation to designing, manufacturing and sales of various types of specialised
mobility vehicles, and fire fighting and safety vehicles. Our Group has become an experienced comprehensive solutions
provider to the fire fighting industries with a reputation for delivering customised, value driven vehicle solutions that
incorporate safety and reliability that comply with the highest standards. Examples of our products are fire fighting
vehicles, specialist vehicles, airport crash tenders, hazmat vehicles, fuel transfer vehicles, riot control vehicles and fire
rescue equipment.
CME continues to focus on business development activities and is continuously seek market opportunities in the domestic
and foreign markets to strengthen our market share and enhance profitability. The Group’s products are expected to
remain competitive in the market, largely attributable to our established tracked record (i.e. 20 years of experience in
automotive coachwork industry) with our capability in delivering customised, value driven vehicle solutions that incorporate
safety and reliability that comply with the international standards.
Performance
CME has changed the financial year end (“FYE”) of our Company from 31 December 2017 to 30 June 2018. As such,
the current audited financial statements of our Company are for the 18-month financial period ended 30 June 2018
(“FPE 30 June 2018”).
The financial period under review remains challenging for the Group especially the fluctuations in exchange rates and
commodity prices which will continue to have an impact on the Group’s financial performance and position.
Our Group is involved in the manufacturing and sales of specialised mobility vehicles, fire fighting and safety vehicles
and other safety related products. In FPE 30 June 2018, manufacturing remains the core business of our Group and
accounted for 81% of our Group’s revenue of RM56.5 million as compared to 81.6% of Group’s revenue of RM24.8
million for the FYE 31 December 2016, followed by trading segment which accounted for 16.2% for the FPE 30 June
2018 as compared to 13.5% for the FYE 31 December 2016.
The Group reported a loss before tax of RM13.8 million for the 18-month FPE 30 June 2018 as compared to a loss
before tax of RM14.7 million for the 12-month FYE 31 December 2016, mainly contributed by greater increase of revenue
and other income, offset by lower portion of increment in administrative expenses, other expenses and finance cost for
FPE 30 June 2018.
The Group’s cash and cash equivalents increased RM2.9 million to RM4.0 million as at 30 June 2018 from RM1.1 million
in the FYE 31 December 2016. Total loans and borrowings increased to RM34.4 million for the FPE 30 June 2018 as
compared to RM24.1 million for the FYE 31 December 2016, mainly due to utilisation of project loan secured to finance
the operating of on-going projects.
Investment Holding
Our Group owns 49 units of 3-storey shop offices in Bandar Indera Mahkota, Kuantan, Pahang under the Investment
Holding segment which are held to earn rental income and/or capital appreciation. This segment accounted for 2.8% and
4.9% of our Group’s revenue for the 18-month FPE 30 June 2018 and 12-month FYE 31 December 2016, respectively.
The loss before tax for Investment Holding segment was RM30.7 million during 18 months for the FPE 30 June 2018
(12 months for FYE 31 December 2016: RM7.4 million). The increased in the loss before tax for the FPE 30 June 2018
was mainly attributable to higher staffs costs, administrative and other expenses and finance costs incurred for 18-month
period as compared to 12-month period for comparative year, impairment loss on quasi loan to subsidiary company of
RM22.2 million, fair value loss on investment properties of RM0.9 million and loss on disposal of land held for property
development of RM0.6 million.
Currently, there is no plan to expand the portfolio of investment properties. As and when opportunities arise, our Group
shall conduct assessment and reviews prior to making such investment decision.
16
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Management
Discussion and Analysis
(cont’d)
Manufacturing
Manufacturing is operated by its subsidiaries, CME Edaran Sdn Bhd and CME Technologies Sdn Bhd, which remain
the core business of the Group and has accounted for 81% or RM45.8 million of the Group’s total revenue for the FPE
30 June 2018 (12 months for FYE 31 December 2016: 81.6% or RM20.2 million). The increase in revenue was mainly
attributable to completion and delivery of fire fighting vehicles, coupled with the timing of revenue recognition for on-
going projects during the FPE 30 June 2018.
Manufacturing segment has contributed positively to the Group’s performance in 18-month FPE 30 June 2018 and
recorded a profit before tax of RM2.5 million as compared to a loss before tax of RM0.4 million for 12-month FYE 31
December 2016.
The Group has secured few contracts/orders to supply fire fighting vehicles and maintenance services in following
financial year and expected to contribute positively for the manufacturing segment.
Trading
Under this segment, our Group is involved in the sales and servicing of fire fighting gas system and other safety related
products (which accounted for 10.6% and 9.0% of our Group’s revenue for the 18-month FPE 30 June 2018 and
12-month FYE 31 December 2016, respectively), as well as sales of maternity and baby products (which accounted for
5.7% and 4.5% of our Group’s revenue for the 18-month FPE 30 June 2018 and 12-month FYE 31 December 2016,
respectively). The revenue for Trading segment increased RM5.9 million or 174.7% to RM9.2 million for the FPE 30
June 2018 as compared to RM3.3 million for the FYE 31 December 2016, reason being more projects secured and
completed by Fire Suppression and Prevention (“FSP”) Division.
The segment recorded a loss before tax of RM1.5 million for the FPE 30 June 2018 as compared to a loss before tax
of RM0.2 million for the FYE 31 December 2016, mainly due to losses incurred by the retail business.
Others
Others segment are made up of the property development division of the Group. Currently, our Group owns 2 parcels of
land held for property development located on the South Western intersection of Mandurah Terrace and Henson Street
in Mandurah, Australia which is approximately 1.5 kilometres north of the Mandurah Town Centre. The land falls under
the zonings of residential, tourism accommodations and mixed use and commercial.
Others segment recorded a loss before tax of RM13.6 million mainly due to impairment loss on land held for property
development of RM5.9 million and further provision made for forbearance deed fee of RM2.2 million incurred by the
subsidiary company, CME Properties (Australia) Pty Ltd.
Prospects
Despite economic outlook remain challenging, the company is stepping up its effort to focus on its core business in
designing, manufacturing and sales of specialised mobility vehicles and fire fighting and safety vehicles to local market
and overseas market. The Group has taken the effort to consolidate the position of the Group through rationalising and
optimising its current asset base and new ideas has been introduced to gain market share on existing products of the
Group. In view of our Group’s established track record in coachwork, steel body design and fabrication for fire trucks,
our management believes that the positive outlook for the manufacturing of coachwork for fire trucks in Malaysia will
provide opportunities to further enhance our financial performance.
FSP Division has also contributed positively to the Group for the FPE 30 June 2018. With the Company marketing
strategy in broadening the customer base and products coupled with encouraging order books obtained thus far, the
Board aim to streamline the operations so to generate positive results for the Company in the next financial year. Our
management believes that the positive outlook for the manufacturing of coachwork for fire trucks in Malaysia will provide
opportunities for our Group to grow the sales and servicing of fire fighting gas system and other safety related products
to customers as well. The retail business has to-date not make any significant contribution to the Group results and
management has reviewed alternative business platforms such as online business in order to increase its revenue.
Barring unforeseen circumstances, the Board and the management will continue to access all business opportunities with
prudence and leverage on its core strengths and competencies built over the years, to improve the profitability of the Group.
Dividends
The Board had not proposed any dividend for the FPE 30 June 2018.
17
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Sustainability
Statement
CME Group Berhad (“CME”) is pleased to present its Sustainability Statement for the financial period ended 30 June
2018. This statement is prepared in accordance with Practice Note 9 of the Main Market Listing Requirement of Bursa
Malaysia Securities Berhad.
Structure
CME does not have a Sustainability Committee at the Board of Directors level. Our sustainability strategy is developed and
directed by the Chief Executive Officer and Senior Management of the Group based on guidelines provided by the Board.
Scope
This is the Group’s first sustainability statement, as a kick-start to our sustainability reporting, this report focuses on
our core business activities that were conducted during the financial period in respect of manufacturing and sales of
specialised mobility vehicles, fire fighting and safety vehicles and other safety related products.
Stakeholder
CME has identified the following stakeholders in the course of our core business operations. We regularly engage our
key stakeholders to gain an external perspective on various aspects of our core business and work to constantly improve
our sustainability practices to meet their expectations.
The Group’s senior management had identified the following EES matters which are deemed material to the Group’s
core business and stakeholders:
1. Economics
Our Group is mainly exposed to the currency of United States Dollar and British Pound Sterling through
the import of components (65%-75% of our Group’s total cost of sales). As such, any adverse fluctuation
in foreign exchange rates against the RM will increase the costs of the products and would have an effect
on our Group’s production costs and profitability.
Our sales are mainly transacted in RM, any significant fluctuation in exchange rate of RM against United
States Dollar and British Pound Sterling will affect the financial results of our Group.
18
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Sustainability
Statement
(cont’d)
Material sustainability matters: Economic, Environmental and Social (“EES”) (Cont’d)
1. Economics (Cont’d)
Although we do not have any hedging policy, acknowledging the adverse fluctuation in foreign exchange
rate will affect the financial results of our Group, our Division Heads including Finance team work together
to sets a reasonable project forecast and purchase the relevant foreign currency as needed by the project
from time to time.
Our Group’s core business are manufacturing and sales of specialised mobility vehicles, firefighting and
safety vehicles and other safety related products. To achieve our business goals, our Group must develop
and sell products that appeal to our customers. This is dependent on a number of factors, such as our
ability to manufacture products that meet the quality, performance and price expectations of our customers,
as well as the ability to develop effective sales and marketing programmes.
Further growth will depend on our Group’s ability to innovate our existing products and introduce new
products. Failure to keep pace with product innovation and/or to predict market demand for the products
may impact on our business, financial condition and results of operations. Taking cognisance of this, our
Group is constantly looking to improve our manufacturing processes and manufacturing efficiency, standards
and quality of our products. Our Group has also established a strong relationship with our customers and is
confident that we will maintain our competitive advantage by ensuring prompt delivery, price competitiveness
of our products and consistent quality.
In the SMV division, we have more than 20 years of experience in the business of designing, manufacturing,
and supply of cutting-edge specialised vehicles to various purchasers in both the public and private sector
in Malaysia. With our proven track records of successful contract execution, our Company remains active
in the procurement of projects.
Although we have not conducted any former customer satisfaction surveys, our project team had always
welcomed feedback which would provide us with insights into customers’ expectations that enabled us to
develop and deliver better products and services. Knowing what customers expect from us makes it easier
for us to strengthen and market our product and services.
Participation in the International Fire Conference & Exhibition Malaysia to promote our products and services.
2. Environmental
i. Environment friendly
We recognize the needs and important of environment protection. As a responsible corporate citizen,
the Group has initiated various measures to promote a “greener” mindset among our employees and
stakeholders. Employees are encouraged to cut down wastage on energy, water and paper consumption.
19
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Sustainability
Statement
(cont’d)
Material sustainability matters: Economic, Environmental and Social (“EES”) (Cont’d)
3. Social
i. Employees
CME recognizes that our employees are a key assets and ensures a safe working environment for all its
employees and promotes a balance and healthy lifestyle. In line with this objective, we committed to the
following:
c. Continuous training • We recognized that continuous training are important to increase the
competency of our employees. We provided both internal training
and also send employees for external training. Among the trainings
attended were:
i. Induction Training on ISO 9001:2015 Quality Management
Systems
ii. An Overview & Analysis of MFRS/IFRS
iii. Corporate Reporting in Malaysia - MFRS and Non-Financial
Disclosures (Part 3)
iv. Niosh Oil & Gas Safety Passport
v. Niosh TNB Safety Passport
vi On the upgrade of ISO 9001:2015 Quality Management Systems
20
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
corporate governance
overview statement
The Board of Directors of CME GROUP BERHAD is fully committed to ensuring high standards of corporate governance
being practiced throughout the Group to safeguard and promote the interests of all its stakeholders and for sustainable
value creation. As such, the Board is committed to ensure that the relevant principles and recommendations stipulated in
the Malaysian Code on Corporate Governance 2012 (“the Code”) are applied throughout the Company and its subsidiaries.
The Board is pleased to present the following statement, which summaries the manner in which the Group has applied the
principles and the extent of compliance with the best practices of the Code throughout the financial period under review.
The Board plays an active role in directing management in an effective and responsible manner. The Directors,
collectively and individually, has a legal and fiduciary duty to act in the best interest of the Company and to
effectively represent and promote the interests of the shareholders and stakeholders with a view to achieve
its vision towards corporate sustainability. The Board assured of a balanced and independent view at all
Board deliberations.
To assist the Board in the discharge of its oversight function, the Board has established Board Committees
namely an Audit Committee, Nominating Committee, Remuneration Committee and The Employees’
Share Option Scheme Committee. The Board Committees operate within their own clearly defined terms
of references and responsibilities as set out by the Board.
The following matters shall be reserved to the Board for determination and/or approval:
• Corporate plans and programmes;
• Annual budgets, including major capital commitments;
• Key matters such as approval of annual and quarterly results;
• Material new ventures;
• Material acquisitions and disposal of undertakings and properties; and
• Changes to the management and control structure within the Company and its subsidiaries.
Other than as specifically reserved for the Board, the Board delegates the responsibility of implementing
the Board approved strategies, business plans, policies and decisions to the Management which is led by
the Group Chief Executive Officer (“CEO”).
The CEO and the management assumes, amongst others, the following duties and responsibilities:
• Putting in place its many measures to build on its core business of sales and services of Specialised
Mobility Vehicles;
• Exploring new product range and opportunities within the specialised vehicle industry;
• Explore other viable and profitable business ventures to improve the Group’s performance;
• Reviewing, monitor the performances of the Group’s operating divisions;
• Review shared initiatives and update the operational policies; and
• Identify opportunities and risks affecting the Group’s business and find ways of dealing with them.
The CEO shall attend Board Meetings by invitation. Non-Executive Directors may communicates with
members of the management team at any time. The Board is assured of a balanced and independent view
at all Board deliberations largely due to the presence of its Non-Executive Directors who are independent
from management.
21
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Corporate Governance
Overview Statement
(cont’d)
1. ESTABLISH CLEAR ROLES AND RESPONSIBILITIES (Cont’d)
The Board assumes, amongst others, the following duties and responsibilities:-
• Reviewing, monitoring and approving the overall strategies, direction and policies of the Group;
• Overseeing the conduct of the Company’s business to evaluate and to ensure the business is being
properly managed;
• Identifying principal risks and ensuring significant risks are appropriately managed, reviewed and
addressed;
• Succession planning, including appointing and determining the compensation of where necessary
replacing senior management if required and necessary;
• Considering management recommendations on key issues including acquisition, disposal, restricting
and significant capital expenditure; and
• Reviews adequacy and integrity of the Company’s internal control systems and management
information systems, including systems for compliance with applicable laws, regulations, rules,
directives and guidelines.
The Code of Conduct was adopted for governing the performance of work and business practices of the
Group which includes obtaining authority for major transactions and ensuring compliance with laws and
regulations that have significant financial implications. There are guidelines within the Group for recruitment
of staff, training, performance appraisals and other relevant procedures.
The Board is alert to the possibility of potential conflicts of interest involving the Directors, its employees and
the Company. In line with good corporate governance practices and with the introduction of Whistleblower
Protection Act 2010, the Board recognises the important of formalising a Whistleblowing Policy and
Procedures to provide an avenue for all employees of the Group or external party to raise concerns about
any improper conduct within the Group.
The objective of the Whistleblowing Policy and Procedures is to ensure that whistleblower, through
understanding the Whistleblowing Policy and Procedures, will come forward to express his or her concerns
about a (suspected) malpractice, without fear of punishment or unfair treatment. The Whistleblowing Policy
and Procedures is posted on the Company’s website at www.cme.com.my.
The Board places great importance on corporate responsibility and business sustainability. The Company’s
activities on economic, environmental and social for the period under review are disclosed in the Sustainability
Statement of this Annual Report.
The Board has full and unrestricted access to all information pertaining to the businesses and affairs of
the Group. Prior to the meetings of the Board and Board Committees, all Directors are furnished with the
agenda together with comprehensive board papers containing information relevant to the business of the
meetings. This allows the information, clarifications, necessary, at the meetings are focused and constructive
to enable the Board to effectively discharge its function. Minutes of each Board meeting are circulated to
all Directors for their perusal prior to confirmation, and Directors may raise comments or seek clarifications
on the minutes prior to the confirmation of the minutes.
In discharging their duties, all the Directors have full access to the advice and services of the Company
Secretary and other senior management. The Directors may, if necessary, also seek external independent
professional advice in the furtherance of their duties to the Group’s expense.
The Directors are notified of all the Company’s announcements to Bursa Malaysia. They are also notified
of the restriction in dealing with the securities of the Company at least one (1) month prior to the release of
the quarterly financial result announcement.
Besides Board meetings, the Board also exercises control on matters that requires its approval through the
circulation of Directors’ resolutions.
22
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Corporate Governance
Overview Statement
(cont’d)
1. ESTABLISH CLEAR ROLES AND RESPONSIBILITIES (Cont’d)
The Company Secretary of the Group has legal qualification and qualified to act as company secretary. The
Company Secretary plays an advisory role to the Board in relation to the Company’s constitution, Board’s
policies and procedures and compliance with the relevant regulatory requirements, codes or guidance and
legislations. The Company Secretary ensures that deliberations at the Board meetings are recorded in the
minutes. The Company Secretary also ensures that accurate and proper record of the proceedings and
resolutions passed are taken and maintained in the statutory registers of the company.
The Board is guided by Board Charter which provides reference for directors in relation to the Board’s
role, ensure the member acting on behalf of the Company are aware of their duties and responsibilities as
Board members and the various legislations and regulations affecting their conduct and that the principles
and practice of good Corporate Governance are applied in all their dealings in respect and on behalf of the
Company.
The Board Charter is reviewed periodically to ensure its relevance and compliance. The Board Charter can
be viewed on the Company’s website at www.cme.com.my.
The Board has established a Nominating Committee consisting of the following Independent Non-Executive
Directors:
The Nominating Committee is empowered by the Board and its terms and reference are:
a. The members of the Nominating Committee shall be appointed by the Board from amongst their
number, consisting of wholly or mainly Non-Executives and shall consist of not less than two (2)
members.
b. The members of the Committee shall elect the Chairman from amongst their number who shall be
Independent Non-Executive Director.
c. If the number of members for any reasons fall below two (2), the Committee shall, within three (3)
months of that event, review and recommend for the Board’s approval to appoint the appropriate
Director to fill the vacancy.
d. The term of office for all members of the Committee is subject to renewal on a yearly basis.
23
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Corporate Governance
Overview Statement
(cont’d)
2. STRENGTHEN COMPOSITION OF THE BOARD (CONT’D)
a. To propose new nominees for the Board and its subsidiaries whether to be filled by Board
members, shareholders or executives.
b. The Committee shall also consider candidates for directorships proposed by the Chief Executive
Officer and within the bounds of practicality by any other senior executive or any director or
shareholder.
d. To assist the Board annually in reviewing the required mix of skills of experience and other
qualities, including core competencies, which Non-Executive Directors should bring to the
Board.
e. To annually carry out the process to be implemented by the Board for assessing the effectiveness
of the Board as a whole, the Committees of the Board and for assessing the contribution of
each individual Director.
f. To review management’s proposals for the appointment, dismissal, transfer and promotions
of all executives.
Meetings are to be held as and when necessary. The quorum for each meeting shall be two (2). The
Committee will decide its own procedures and other administrative arrangements. Minutes of each
meeting shall be kept by the Company Secretary as evidence that the Committee has discharged its
functions. The Chairman of the Committee will report to the Board after each Nominating Committee
meeting.
2.2 Develop, maintain and review criteria for recruitment and annual assessment of Directors
The appointment of Directors is undertaken by the Board as a whole upon recommendation by the
Nominating Committee with due consideration given to the mix of expertise and experience required
for an effective Board.
Currently, the Company does not have a policy on gender diversity but believes in providing equal
opportunity to all candidates. The Board has one female director for the time being.
The Nominating Committee will carries out annual evaluation on the effectiveness of the Board and
the Board Committees as a whole. The evaluation will be done at least once a year for assessing the
effectiveness of the Board. During the period, the performance evaluation indicated that the Board
continue to function effectively.
24
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Corporate Governance
Overview Statement
(cont’d)
2. STRENGTHEN COMPOSITION OF THE BOARD (CONT’D)
2.2 Develop, maintain and review criteria for recruitment and annual assessment of Directors (Cont’d)
Pursuant to the Malaysian Code of Corporate Governance 2012, the tenure of an Independent Director
should not exceed a cumulative term of nine years unless an approval is sought from the Company’s
shareholders at the Annual General Meeting to retain the said director as an Independent Director.
The Board through the Nominating Committee assessed the independence of Independent Non-
Executive Directors of the Company for a cumulative term of more than nine (9) years and the Board
has recommended them to continue to act as Independent Non-Executive Directors of the Company
based on the following justifications:
i) They fulfill the criteria under the definition on Independent Director as defined in the Main Market
Listing Requirements (“Listing Requirements”) of Bursa Malaysia;
ii) They are able to bring independent and objective judgment to the Board;
iii) They have been with the Company for more than nine (9) years with incumbent knowledge of
the Company and the Group’s activities and corporate history which enable them to participate
actively and contribute positively during deliberations or discussions at Board meetings;
iv) They have contributed sufficient time and effort and attended the Committee and Board
Meetings for an informed and balanced decision making;
v) They do not have any conflict of interest with the Company and have not been entering/are
not expected to enter into contract(s) especially material contract(s) with the Company and/or
its subsidiary companies; and
vi) They have performed their duties diligently and in the best interest of the Company and provide
broader views, independent and balanced assessment of proposals from the management.
In accordance with the Constitution of the Company (the “Constitution”), at each Annual General
Meeting (“AGM”), one-third (1/3) of the Directors for the time being, or if their number is not three (3)
or multiple of three (3), then the number nearest to one-third (1/3), shall retire from office by rotation
and all Directors shall retire from office at least once every three years but shall be eligible to offer
themselves for re-election. Directors who are appointed by the Board during the financial period are
subject to re-election by the shareholders at the next AGM to be held following their appointments.
The Company Secretary ensure that all appointments are properly made, that all information is
obtained from the Directors, both for the Company’s own records and for the purposes of meeting
statutory obligations, as well as obligations arising from the Listing Requirements or other regulatory
requirements.
The names and details of Directors seeking re-election and re-appointment are disclosed in the Notice
of AGM in this Annual Report.
25
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Corporate Governance
Overview Statement
(cont’d)
2. STRENGTHEN COMPOSITION OF THE BOARD (CONT’D)
The Board has established a Remuneration Committee consisting of the following Directors:
a. The members of the Remuneration Committee shall be appointed by the Board from amongst their
number, consisting wholly or mainly of Non-Executive Directors and shall consist of not less than two
(2) members.
b. The members of the Committee shall elect the Chairman from amongst their number who shall be
Independent Non-Executive Directors.
c. If the number of members for any reasons fall below two (2), the Board shall, within three (3) months
of that event, appoint such numbers of new members as may be required to make up the minimum
number of two (2) members.
d. The term of office for all members of the Committee is subject to renewal on a yearly basis.
The responsibilities of Remuneration Committee are set out in the Term of Reference as below:
a. To review and recommend to the Board the remuneration of each of the Executive and Non-
Executive Directors in all its forms, drawing from outside advice as necessary.
• Remuneration, benefits in kinds and other terms and conditions of employment, which have
to be introduced as part of the group’s overall human resource development plan. This
would include matters such as pegging the Group salaries in line with industry standards
and major changes in benefits package.
Directors’ remuneration is decided and reviewed in line with the objective of attracting and retaining
directors of the calibre, expertise and experience needed to lead the Group successfully. Remuneration
for the Executive Directors is aligned to individual and corporate performance. Non-Executive Directors
are paid fees for the responsibility they shoulder.
The Remuneration Committee recommends to the Board for approval the remuneration of the
Executive Directors in accordance with the remuneration policy established. The Board as a whole
determines the remuneration of the Non-Executive Directors. Each individual Director abstains from
the Board decision on his own remuneration. The fees of the Directors are subject to the approval of
the shareholders at the AGM.
26
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Corporate Governance
Overview Statement
(cont’d)
2. STRENGTHEN COMPOSITION OF THE BOARD (CONT’D)
The details of Directors’ remuneration during the financial period disclosed by category are as follows:
Directors Statutory
Fee Salary Contribution Incentive Total
(RM) (RM) (RM) (RM) (RM)
From the Company
Executive Directors
Y.M. Tunku Nizamuddin Bin
Tunku Dato’ Seri
Shahabuddin 30,000 - - - 30,000
En. Azlan Omry Bin Omar 30,000 178,500 22,056 5,250 235,806
Miss Lim Bee Hong* 13,333 144,400 17,328 - 175,061
Non-Executive Directors
Y.A.D. Dato’ Setia Tengku
Indera Pahlawan Tengku
Putra Alhaj Bin Tengku
Azman Shah Alhaj 30,000 - - - 30,000
Y. Bhg. Dato’ Khairi
Bin Mohamad 60,000 - - - 60,000
Miss Ong Suan Pin 60,000 - - - 60,000
YAM Tengku Besar Tengku
Kamil Ismail Bin Tengku
Idris Shah 60,000 - - - 60,000
From the Group
Executive Directors
Y.M. Tunku Nizamuddin Bin
Tunku Dato’ Seri
Shahabuddin 30,000 - - - 30,000
En. Azlan Omry Bin Omar 30,000 378,000 46,632 10,500 465,132
Miss Lim Bee Hong* 21,733 256,400 31,248 4,000 313,381
Non-Executive Directors
Y.A.D. Dato’ Setia Tengku
Indera Pahlawan Tengku
Putra Alhaj Bin Tengku
Azman Shah Alhaj 30,000 - - - 30,000
Y. Bhg. Dato’ Khairi
Bin Mohamad 60,000 - - - 60,000
Miss Ong Suan Pin 60,000 - - - 60,000
YAM Tengku Besar Tengku
Kamil Ismail Bin Tengku
Idris Shah 60,000 - - - 60,000
* Resigned as Executive Director from the Company on 30 August 2017.
The Company respects the confidentiality of the remuneration of the Senior Management in view of the
competitive nature of human resource market. Thus, the Company does not have the intention to adopt
the recommendation to disclose the details of each member of senior management in bands of RM50,000
on a named basis.
However, the Company would endeavor to ensure that the remuneration package of the employees are
in line with the industry practices and the annual increments and bonuses pay-out are based on individual
performance.
27
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Corporate Governance
Overview Statement
(cont’d)
3. REINFORCE INDEPENDENCE
The Board shall assess the independence of the Independent Directors annually, taking into account the
individual Director’s ability to exercise independent judgment at all times and to contribute to the effective
functioning of the Board.
The Independent Directors are not employees and they do not participate in the day-to-day management
as well as the daily business of the Company. All four Non-Executive Directors are independent directors
and are able to express their views without any constraint. This strengthens the Board which benefits from
the independent views expressed before any decisions are taken. They bring an external perspective,
constructively challenge and help develop proposals on strategy, scrutinize the performance of Management
in meeting approved goals and objectives, and monitor risk profile of the Company’s business and the
reporting of monthly business performance.
The Board has assessed the independence of the Independent Directors and is satisfied with the level of
independence demonstrated by all the Independent Directors and their ability to act in the best interest of
the Company.
In compliance with the recommendation of the Code, the Nominating Committee has reviewed and assessed
the Independent Director who has served a tenure of more than nine (9) years each in that capacity of the
Company. Y.A.D. Dato’ Setia Tengku Indera Pahlawan Tengku Putra Alhaj Bin Tengku Azman Shah Alhaj
and Y. Bhg. Dato’ Khairi Bin Mohamad, who were appointed as Independent Non-Executive Directors on
19 June 2000, have exercised their objectives and independent judgments on all board deliberations and
have not compromised their long relationship with other Board members. The Nominating Committee has
recommended to the Board to seek shareholders’ approval for Y.A.D. Dato’ Setia Tengku Indera Pahlawan
Tengku Putra Alhaj Bin Tengku Azman Shah Alhaj and Y. Bhg. Dato’ Khairi Bin Mohamad to be retained
and re-appointed as Independent Non-Executive Directors of the Company at the forthcoming AGM.
The roles and responsibilities of the Chairman and the CEO are distinct and separate; the Chairman being
Non-Executive is not involved in the management and day-to-day operations of the Group. The Chairman
position has been vacated and the Board will continue to assess the need to fill up the position from time
to time.
The CEO has overall responsibilities for the day-to-day management of the business and is responsible for
Group strategies, organisational effectiveness and implementation of Board policies and decisions.
Generally, the Executive Directors are responsible for developing, coordinating and implementing business
and corporate policies and strategies for the Group. They are accountable to the Board for the profitability,
operations and development of the Group, consistent with the primary objective of protecting and enhancing
long term stakeholders’ value and the financial performance of the Group whilst taking into account the
interests of other stakeholders.
The Non-Executive Directors who possess the experience and business acumen contribute effectively
to the Board’s deliberation and decision making process. The Independent Directors are independent of
management and are free from any business or other relationships that could materially interfere with the
exercise of independent judgment. They provide independent and balanced assessment and unbiased
views and advice to the Board’s deliberation and decision-making process, so as to safeguard the interests
of the Group and its stakeholders whilst ensuring high standards of conduct and integrity are maintained.
28
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Corporate Governance
Overview Statement
(cont’d)
3. REINFORCE INDEPENDENCE (CONT’D)
The Board acknowledges the importance of age, nationality, professional background and gender diversity
and recognises the benefits that such diversity can bring. The Company is led and managed by a well-
balanced Board which consists of members with wide range of business, financial, legal experience and
industry specific knowledge which is vital for the successful direction of the Group.
The Board composition provides an effective check and balance in the functioning of the Board, and is in
compliance with Listing Requirements of Bursa Malaysia which require one-third (1/3) of the Board to be
independent directors.
4. FOSTER COMMITMENT
The Board meets at least four (4) times a year, with additional meetings for particular matters convened as
and when necessary. Meetings were scheduled at the start of the year to enable Board members to plan
their appointment schedule. During the financial period, the Board met seven (7) times and all Directors have
complied with the requirement in respect of board meeting attendance as provided in the Listing Requirements
of Bursa Malaysia. At these meetings, all members of the Board are encouraged to conduct full deliberation
on issues brought up. Senior management and external advisors are invited to attend the Board meetings to
brief and advice on relevant agenda items to enable the Board to arrive at a considered decision. At these
meetings, the Company Secretary are responsible for ensuring that all relevant procedures are complied
with and that accurate and proper records of the proceedings of Board meetings and resolutions passed
are recorded and kept in the statutory register at the registered office of CME.
The details of the attendance of each Director at Board Meetings held during the financial period are set
out below.
Meetings
Name Attended
Y.M. Tunku Nizamuddin Bin Tunku Dato’ Seri Shahabuddin 7/7
En. Azlan Omry Bin Omar 7/7
Y.A.D. Dato’ Setia Tengku Indera Pahlawan Tengku Putra Alhaj Bin Tengku Azman 5/7
Shah Alhaj
Y. Bhg. Dato’ Khairi Bin Mohamad 7/7
Miss Ong Suan Pin 7/7
YAM Tengku Besar Tengku Kamil Ismail Bin Tengku Idris Shah 4/7
Miss Lim Bee Hong* 3/3
29
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Corporate Governance
Overview Statement
(cont’d)
4. FOSTER COMMITMENT (CONt’d)
The Company is cognizant of the importance of continuous training for Directors to further enhance their
knowledge and expertise and to keep abreast with latest developments in regulatory requirements and
business practices.
All Directors have attended the Mandatory Accreditation Programme prescribed by the Listing Requirements
of Bursa Malaysia. During the financial period, Directors have attended various accredited training
programmes/courses and seminars to further broaden their skills, knowledge and perspectives to keep
them abreast with new and relevant developments pertaining to changes in legislation, regulations and the
market place.
The Board encourages its Directors to attend talks, seminars, workshops and conferences to update
and enhance their skills and knowledge to enable them to carry out their roles effectively as Directors in
discharging their responsibilities towards corporate governance, operational and regulatory issues.
During the financial period under review, the Director attended the following training programme:
Name Programme
En. Azlan Omry Bin Omar Induction Training on ISO 9001: 2015
Quality Management System
The Board is responsible for ensuring that financial statements are drawn up in accordance with the
Malaysian Financial Reporting Standards (“MFRSs”), International Financial Reporting Standards and
the requirements of the Companies Act 2016 in Malaysia. In presenting the financial statements, the
Company has used appropriate accounting policies, consistently applied and supported by reasonable
and prudent judgments and estimates to present a true and fair assessment of the Company’s position
and prospects. The annual audited financial statements and quarterly announcement of results were
reviewed by Audit Committee and approved by the Board prior to release to Bursa Malaysia.
The Company’s external auditors continue to report to the Company on their findings which are reported
in the Company’s financial reports with respect to each year of audit on the statutory financial statements.
The Audit Committee and the Board have established formal and transparent arrangements to maintain
appropriate relationships with the Company’s external auditors from whom professional advice on financial
reporting is sought.
The Board has established a formal and transparent relationship with the auditors. The Audit Committee
recommends the appointment of the external auditors. The appointment of the external auditors is subject
to the approval of shareholders in general meetings whilst their remuneration is determined by the Board.
From time to time, the auditors highlight to the Audit Committee and the Board on matters that require the
Board’s attention and the Audit Committee Members meet with the External Auditors at least twice a year
without the presence of the Executive Director and Management.
For the financial period under review, the External Auditors confirmed that they are and have been independent
throughout the audit engagement.
30
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Corporate Governance
Overview Statement
(cont’d)
6. RECOGNISE AND MANAGE RISK
The Board is responsible for the Group’s system of internal control and risk management and for reviewing its
adequacy and integrity. While acknowledging their responsibility for the system of internal control, the Board is
aware that the Group’s system is designed to manage rather than eliminate risks and therefore cannot provide
absolute assurance against material misstatements, fraud and loss.
The Statement on Risk Management and Internal Control set out on pages 38 and 40 of this Annual Report
provides an overview of the state of risk management and internal controls of the Group and of the Company.
The Board has in place a Corporate Disclosure Policy in line with the Main Market Listing Requirements of
Bursa Securities to enable comprehensive, accurate and timely disclosures relating to the Company and
its subsidiaries to be made to the regulators, shareholders and investors.
The Board has delegated the authority to the Executive Director to approve all announcements for release
to Bursa Securities. The Executive Director work closely with the Board, Key Management and Company
Secretary who are privy to the information to maintain strict confidentiality of the information.
Apart from the provisions relating to the ‘closed period’ for dealing in the company’s shares, the directors
and key management privy to price sensitive information are prohibited from dealing in the shares of the
company until such information is publicly available.
Shareholders and investors can obtain pertinent information on the Group’s various activities by accessing
its website at www.cme.com.my or through the Bursa Malaysia website at www.bursamalaysia.com. CME
website has a dedicated online investor relation portal providing information about the Group including
financials, Annual Report, announcements and media releases.
The Board recognises the important of establishing a direct line of communication with shareholders and investors
through timely dissemination of information on the Group’s performance and major development via appropriate
channels of communication.
Platforms for dissemination of information include the AGM and Extraordinary General meetings (“EGM”), if any,
distribution of Annual Reports and relevant circulars and prospectuses. Information on the financial performance
of the Group is communicated to the public via the announcement of its financial results to Bursa Securities on
a quarterly basis.
The AGM is the principal forum for dialogue and interaction among shareholders, the Board and Management.
At each AGM, the Board encourages shareholders to participate in the proceedings and ask questions about
the resolutions being proposed and corporate developments as well as receiving constructive feedback from
shareholders. Shareholders who are unable to attend are allowed to appoint proxy/proxies to attend and vote
on their behalf.
The Chairman will ensure that the Shareholders are informed of their rights to demand for poll voting at the
commencement of each general meeting.
31
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Corporate Governance
Overview Statement
(cont’d)
ADDITIONAL COMPLIANCE INFORMATION
1. Utilisation of Proceeds
The Company issued 44,110,000 ordinary shares at an issue price of RM0.05 per ordinary share under the Private
Placement exercise which was completed on 19 June 2017. As at 30 June 2018, all the proceeds raised have
been fully utilised. Details of the utilisation are as follow:
Actual
utilisation
Proceeds as at
raised 30/06/2018 Variation(1) Time frame
Proposed utilisation of proceeds (RM’000) (RM’000) (RM’000) for utilisation
Fully
Working Capital 1,126 1,124 (2) Utilised
Fully
Repayment of bank borrowings 1,000 1,000 - Utilised
Estimated expenses in relation to the Fully
Proposed Private Placement 80 82(1) 2 Utilised
2,206 2,206 -
Note:
(1)
The actual expenses for the corporate exercise in relation to the Private Placement was higher than the estimated
expenses for the said exercise, hence the amount has been adjusted from the working capital of the Group.
The Company had on 14 May 2018 issued 99,026,435 Rights Shares at an issue price of RM0.085 per Rights
Shares together with 123,783,023 Warrants under the Rights Issue of Shares with Warrants exercise which was
completed on 14 May 2018. As at 30 June 2018, the proceeds from the issuance are expected to be utilised in
the following manner:
Actual
utilisation
Proceeds as at
raised 30/06/2018 Time frame
Proposed utilisation of proceeds (RM’000) (RM’000) for utilisation
Within
Repayment of borrowings 4,300 4,300 24 months
Within
Working Capital 3,507 1,241 24 months
Estimated expenses in relation to the Rights Issue of Within
Shares with Warrants 610 610 6 weeks
8,417 6,151
32
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Corporate Governance
Overview Statement
(cont’d)
ADDITIONAL COMPLIANCE INFORMATION (cont’d)
During the financial period, the amounts of audit and non-audit fees paid and payable by the Company and the
Group to the External Auditors are as follows:
Company Group
(RM’000) (RM’000)
Audit Fees 36 144
Non-Audit Fees 50 50
3. Material Contracts
There were no material contracts entered into by the Company and its subsidiaries involving Directors’ and major
shareholders’ interest.
There were no recurrent transactions with related parties undertaken by the Group during the financial period
under review.
33
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Audit
Committee Report
CONSTITUTION
The terms of reference of the Audit Committee are set out in pages 36 and 37 of the Annual Report.
COMPOSITION
The Audit Committee comprises three (3) members of the Board with three (3) Independent Non-Executive Directors.
MEMBERSHIP
Members of the Board who serve on the Audit Committee are as follows:
MEETINGS
The Committee met six (6) times during the FPE 30 June 2018. Details of the attendance of each member at the Audit
Committee Meeting held during the period are as follows:
No. of
Name Meeting Attended
Y. Bhg. Dato Khairi Bin Mohamad 6/6
Miss Ong Suan Pin 6/6
YAM Tengku Besar Tengku Kamil Ismail Bin Tengku Idris Shah 3/6
During the financial period, the Audit Committee conducted its activities in line with its terms of reference which include
the followings:
1. Financial Results
(a) Reviewed the unaudited quarterly financial results and announcements before recommending to the Board
for consideration and approval and the release of the Group’s results to Bursa Malaysia.
(b) Reviewed the annual audited financial statements before recommending to the Board for consideration and
approval. The review was to ensure that the financial reporting and disclosures were in compliance with:
34
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Audit
Committee Report
(cont’d)
SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE (CONT’d)
2. External Audit
(a) Reviewed and approved the external auditors’ audit plan and scope of work for the annual audit.
(b) Reviewed the results from the external audit and highlighted the issues and reservations arising from the
audit to the Committee.
(c) Recommended to the Board the re-appointment and remuneration of the external auditors.
(d) Reviewed with the external auditors the impact of new or proposed changes in accounting standards and
regulatory requirements and the extent of compliance.
(e) During the review of CME’s eighteen-month’s financial results, the Group External Auditors, Messrs Baker
Tilly Monteiro Heng was invited to discuss the Group’s financial statements for the FPE 30 June 2018. The
Management’s response to all pertinent issues and findings had been raised and noted by the External
Auditors during their examination of the Group’s financial statement, together with recommendations in
respect of the findings.
3. Internal Audit
(a) Reviewed and approved the internal audit plan for the period prepared by the internal auditors to ensure
adequate scope and coverage on the activities of the Group taking into consideration the assessment of
the key risks areas.
(b) Reviewed the performance, adequacy, resources and competency of the internal auditors.
(c) Reviewed the internal audit reports, audit recommendations made and Management’s response to these
recommendations and actions taken to improve system of internal control and procedures.
The Internal Audit Function (“IAF”) of the Group is outsourced. The cost incurred for the outsourced of internal audit
function in respect of the financial period 2018 amounted to RM21,000.00.
The IAF’s primary role is to provide assurance to the Audit Committee on the adequacy and effectiveness of the risk,
control and governance framework of the Group.
The IAF reports directly to the Audit Committee who reviews and approves the annual internal audit plan.
During the financial period, the activities carried out were as follows:
(a) Conducted internal audit reviews in accordance with the approved internal audit plan and reported to the Audit
Committee on the findings and the actions taken by Management to address the matters highlighted.
(b) Reviewed the adequacy and effectiveness of the system of controls to ensure there is a systematic methodology
in identifying, assessing and mitigating risk areas in regard to:
35
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Audit
Committee Report
(cont’d)
INTERNAL AUDIT FUNCTION (cont’d)
(c) Reviewed and appraised the soundness, adequacy and application of controls in the area of adherence,
efficiency and effectiveness.
(d) Identified opportunities to improve the operations and processes of the Group and recommend improvements
to existing system of internal controls.
TERMS OF REFERENCE
The Audit Committee is guided by terms of reference, of which the salient points are as follows:
(a) in complying with specified accounting standards and the necessary disclosure as required by Bursa Malaysia,
relevant accounting standards bodies, and any other laws and regulations as amended from time to time;
(b) in presenting a balanced and understandable assessment of the Company’s position and prospects;
(c) in establishing a formal and transparent arrangement for maintaining an appropriate relationship with the
Company’s auditors;
(d) in maintaining a sound system of internal controls to safeguard shareholders’ investment and the Company’s
assets; and
(e) ensure the independence of the external and internal audit functions.
(a) The Audit Committee shall comprise a minimum of three (3) members, of which a majority must be
independent directors.
(c) At least one (1) member of the Audit Committee shall be a member of the Malaysian Institute of Accountants
or a person who fulfils the requirements of the Listing Requirements.
(e) All members of the Audit Committee shall hold office only for so long as they serve as Directors of the
Company.
36
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Audit
Committee Report
(cont’d)
TERMS OF REFERENCE (CONT’D)
(a) To nominate and recommend the appointment of the external auditors and considers the adequacy of
experience, resources, audit fee and any issues regarding their re-appointment, resignation or dismissal;
(b) To discuss with the external auditors before the audit commences the nature and scope of the audit;
(c) To discuss problems and reservations arising from the interim and final audits, and any matters the auditors
may wish to discuss (in the absence of management where necessary);
- the adequacy of the scope, authority, functions, resources and competency of the IAF;
- the internal audit programme, processes and the results of the internal audit programme,
process or investigations undertaken and whether or not the management takes appropriate
action on the recommendation of the IAF;
(ii) discuss and review the major findings of internal audit investigations and Management’s response
and where necessary, ensures that appropriate actions taken on the recommendations of the IAF;
(iii) reviews any appraisal or assessment of the performance of members of the IAF;
(iv) ensures the independence of the IAF and that it reports directly to the Audit Committee;
(f) To review with the management and the external auditors the quarterly and period-end financial statements
before their submission to the Board, focusing particularly on any changes in accounting policies and
practices, significant adjustments arising from the audit, the going concern assumptions, and compliance
with accounting standards and other statutory requirements;
(g) To review and report to the Board on any related party transactions and conflict of interest situation that
may arise within the Group including any transaction, procedure or course of conduct that raises questions
of management integrity;
(h) To report to the Board of Directors if there is any breach of Listing Requirements and recommends corrective
measures;
(i) To promptly report to Bursa Malaysia where a matter reported by the Audit Committee to the Board has
not been satisfactorily resolved resulting in a breach of Listing Requirements; and
37
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Statement ON
risk management and Internal Control
The Statement on Risk Management and Internal Control is made in accordance with paragraph 15.26(b) of the Main
Market Listing Requirements of Bursa Malaysia which requires Malaysian Public listed companies to outline the nature
and scope of risk management and internal control, as a Group, in their Annual Report. The Board is pleased to provide
the following statement which outlines the nature and scope of internal control of the Company.
BOARD RESPONSIBILITY
The Board of Directors of CME Group Berhad is responsible for the adequacy and effectiveness of the Group’s Risk
Management and Internal Control System. The Board is committed to maintain a sound system of internal control
and risk management for the Group and is responsible for the establishment of an appropriate control environment,
risk management framework, processes and structures, and continually reviewing its adequacy and integrity so as to
safeguard shareholders’ investment and the assets of the Group.
The Board and Management have implemented a sound system designed to identify and manage risks faced by the
Group in pursuit of its business objective including updating the systems in line with changes to business environment,
operating conditions and compliance with relevant laws, both local and foreign, all other regulations, policies and
procedures. As any system of internal control has inherent limitations, such systems are designed to manage rather
than eliminate the risk that may restrict or prevent the achievement of the Group’s business objectives. This internal
control system, by its nature, can only provide reasonable but not absolute assurance against material misstatement or
losses, fraud or breaches of laws or regulations. The Board has received assurance from the CEO that the Company’s
risk management and internal control systems are operating adequately and effectively in all material aspects.
RISK MANAGEMENT
The Group’s overall risk management objective is to ensure that the Group creates value for its shareholders whilst
minimising potential adverse effects on its performance and positions.
The Group has in place processes for the identification, evaluation, reporting, treatment, monitoring and review of the
major strategic, business and operation risks within the Group. The risk management structure and control mechanism
for financial, operational, environmental and compliance matters with Board’s participation, is put in place and embedded
throughout the Group during the financial period under review and up to the date of approval of this Statement, so as to
manage the significant risks that may affect the Group’s business objectives on a continuous basis and they also allow
any new significant risk identified being subsequently evaluated and managed. The Board shall continue to evaluate the
existing risk management practices, and where appropriate and necessary, revise such practices accordingly.
ERM framework
The Board regards risk management as an integral part of the Group’s business operations and has oversight over this
critical area through the Audit Committee. The Audit Committee, supported by the outsourced IA department, provides
an independent assessment of the effectiveness of the Group’s ERM framework and reports to the Board. The Group’s
ERM framework is consistent with the ERM framework and involves systematically identifying, analysing, measuring,
monitoring and reporting on the risks that may affect the achievement of its business objectives. This framework helps
to reduce the uncertainties surrounding the Group’s internal and external environment, thus allowing it to maximise
opportunities and minimise adverse incidences that may arise. The major risks to which the Group is exposed are
strategic, operational, regulatory, financial, market, technological, products and reputational risks.
38
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Statement on
Risk Management and Internal Control
(cont’d)
RISK MANAGEMENT (cont’d)
All identified risks are displayed on a 1-to-3 risk matrix based on their risk ranking to assist Management in prioritising
their efforts and appropriately managing the different classes of risks. The Board and Management drive a proactive risk
management culture and regular risk awareness and coaching sessions are held to ensure that the Group’s employees
have a good understanding and application of risk management principles. There is no dedicated ERM department,
however, Financial Controller (“FC”) work closely with the Group’s operational managers to continuously strengthen
the risk management initiatives within the Group so that it responds effectively to the constantly changing business
environment and is thus able to protect and enhance shareholder value.
The Board recognises the importance of effective ERM in enhancing shareholder value while upholding a high standard
of corporate governance. Combining a strong and sustained commitment from the Board and Senior Management with
a clear direction and oversight from all levels of leadership, the Group embraces a holistic risk management approach
to achieve its business targets with minimal surprises.
As more fully described in the Audit Committee Report, an independent internal audit function has been establishment
which provides assurance to the Audit Committee on the adequacy and integrity of the Group’s internal controls, the
Group in its efforts to provide adequate and effective internal control system had appointed T. H. Kuan & Co, (“TH Kuan”),
an independent consulting firm to review the adequacy and integrity of its system of internal control. The internal auditor
reviews and addresses critical business processes, identified risks and internal control gaps, assessed the effectiveness
and adequacy of the existing state of internal control of the Group and recommended possible improvements to internal
control process. This is to provide reasonable assurance that such systems continue to operate satisfactorily and
effectively within the Group.
For the FPE 30 June 2018, the following subsidiaries of the Group were audited by TH Kuan:
The area of reviews include the sales and order management, credit control, procurement and payment. The findings
of the internal audit reviews together with Management’s responses are circulated to the Audit Committee and Board
by TH Kuan. The purpose of review is to determine whether there are significant areas of non-compliance with controls
and procedures as indicated in the policies and procedures of the Group that may be detrimental to the Group’s financial
position.
1. The roles and responsible are clearly defined with a clear organisation structure, line of accountability and delegated
authority to facilitate the Group’s daily operations consistently in line with its corporate objectives, strategies,
budget, policies and business directions as approved by the Board;
2. Policy guidelines and authority limits are imposed on Executive Directors and Management within the Group in
respect of the day to day banking and financing operations, investments, acquisition and disposal of assets.
The limits are reviewed and updated regularly to reflect business, operational and structural changes. There are
guidelines within the Group for recruitment of staff, training, performance appraisals and other relevant procedures;
3. Quarterly Board meetings and monthly management meetings are held where information is provided to the Board
and management covering financial performances and operations;
39
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Statement on
Risk Management and Internal Control
(cont’d)
INTERNAL CONTROL SYSTEM (cont’d)
4. Training and development are provided as and when required by employees with the objective of enhancing their
knowledge and competency; and
5. Management accounts and reports are prepared regularly for monitoring of actual performance.
Audits on quality accreditations of the Group by internal auditors and accreditation bodies to ensure compliance with
certification and regulatory requirements were conducted. The Group has in place internal control systems at each level
of responsibility supported by commitment of management. The Board believes that a sound internal control system
reduces, though it cannot eliminate, the possibility of poor judgement in decision making, human error, control processes
being deliberately circumvented by employees and others, management overriding controls and the occurrence of
unforeseeable circumstances.
As required by Paragraph 15.23 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, the external
auditors have reviewed this Statement on Internal Control and Risk Management. Their limited assurance review was
performed in accordance with ISAE 3000 (Revised), Assurance Engagements other than Audit or Reviews of Historical
Financial Information and AAPG 3, Guidance for Auditors on Engagement to Report to the Statement on Risk Management
and Internal Control Included in the Annual Report issued by the Malaysian Institute of Accountants. AAPG 3 does not
require the external auditors to form an opinion on the adequacy and effectiveness of the risk management and internal
control systems of the Group.
Based on their procedures performed, the External Auditors have reported to the Board that nothing has come to their
attention that caused them to believe that the Statement is not prepared, in all material aspects, in accordance with the
disclosures required by Paragraph 41 and 42 of the Guidelines to be set out, nor is it factually inaccurate.
CONCLUSION
The Board is of the view that the risk management and internal control systems of the Group are satisfactory and have
not resulted in material losses or contingencies to the Group for the financial period under review.
The Board has an ongoing commitment to ensure continuous improvement in the effectiveness and integrity of the
Group’s system of risk management and internal control.
This statement is made in accordance with the resolution of the Board of Directors dated 22 October 2018.
40
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
STATEMENT OF
DIRECTORS’ RESPONSIBILITY
The Directors are responsible to ensure that financial statements are drawn up in accordance with the Malaysian Financial
Reporting Standards (“MFRSs”), International Financial Reporting Standards and the requirements of the Companies
Act 2016 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as
at 30 June 2018 and of the results and the cash flows of the Group and of the Company for the period then ended.
In preparing these financial statements for the period ended 30 June 2018, the Directors have:
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any
time the financial position of the Company and to enable them to ensure that the financial statements comply with the
Companies Act 2016. The Directors are also responsible for the assets of the Company and hence, for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
41
FINANCIAL
statements
DIRECTORS’ report 43
STATEMENTS OF
FINANCIAL POSITION 52
STATEMENTS OF
COMPREHENSIVE INCOME 54
STATEMENTS OF
CHANGES IN EQUITY 55
STATEMENTS OF
CASH FLOWs 57
NOTES TO THE
FINANCIAL STATEMENTS 61
STATEMENTS
BY DIRECTORS 122
STATUTORY
DECLARATION 122
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
DIRECTORS’
REPORT
The directors hereby submit their report together with the audited financial statements of CME Group Berhad
(“the Company”) and its subsidiaries (“the Group”) for the financial period ended 30 June 2018.
On 25 September 2017, the Company changed its financial year end from 31 December to 30 June with effect from
the current financial period ended 30 June 2018. Accordingly, the financial statements for the current financial period
covered a period of 18 months from 1 January 2017 to 30 June 2018.
PRINCIPAL ACTIVITIES
The principal activity of the Company is investment holding. The principal activities of its subsidiaries are disclosed in
Note 9 to the financial statements.
There has been no significant changes in the nature of these activities during the financial period.
RESULTS
Group Company
RM’000 RM’000
Attributable to:
Owners of the Company (14,103) (30,555)
DIVIDENDS
No dividend has been paid or declared by the Company since the end of the previous financial year.
The directors do no recommend the payment of any dividends in respect of the financial period ended 30 June 2018.
RESERVES OR PROVISIONS
There were no material transfers to or from reserves or provisions during the financial period other than those disclosed
in the financial statements.
Before the financial statements of the Group and of the Company were prepared, the directors took reasonable steps to
ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful
debts, and had satisfied themselves that all known bad debts had been written off and that adequate allowance had
been made for doubtful debts.
At the date of this report, the directors are not aware of any circumstances which would render the amount written off for
bad debts or the amount of allowance for doubtful debts in the financial statements of the Group and of the Company
inadequate to any substantial extent.
43
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Directors’
Report
(cont’d)
CURRENT ASSETS
Before the financial statements of the Group and of the Company were prepared, the directors took reasonable steps
to ensure that any current assets which were unlikely to be realised in the ordinary course of business including their
values as shown in the accounting records of the Group and of the Company had been written down to an amount
which they might be expected so to realise.
At the date of this report, the directors are not aware of any circumstances that would render the values attributed to
the current assets in the financial statements of the Group and of the Company misleading.
VALUATION METHODS
At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence
to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial period
which secures the liabilities of any other person; and
(ii) any contingent liabilities in respect of the Group and of the Company which has arisen since the end of the financial
period.
In the opinion of the directors, no contingent or other liability of the Group and of the Company has become enforceable,
or is likely to become enforceable, within the period of twelve months after the end of the financial period which will or
may affect the ability of the Group and of the Company to meet their obligations as and when they fall due.
CHANGE OF CIRCUMSTANCES
At the date of this report, the directors are not aware of any circumstances, not otherwise dealt with in this report
or the financial statements of the Group and of the Company which would render any amount stated in the financial
statements misleading.
(i) the results of the operations of the Group and of the Company for the financial period were not substantially
affected by any item, transaction or event of a material and unusual nature; and
(ii) no items, transactions or event of a material and unusual nature has arisen in the interval between the end of the
financial period and the date of this report which is likely to affect substantially the results of the operations of the
Group and of the Company for the financial period in which this report is made.
44
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Directors’
Report
(cont’d)
ISSUE OF SHARES AND DEBENTURES
(i) issued 44,110,000 new ordinary shares at a price of RM0.05 per ordinary share by way of private placement for
working capital purpose; and
(ii) issued 99,026,435 new ordinary shares at a price of RM0.085 per ordinary share (“right share”) by way of right
issue on the basis of two (2) right shares for every three (3) existing ordinary shares held in the Company on 27
March 2018, together with 123,783,023 warrants on the basis of five (5) warrants for every four (4) right shares.
The new ordinary shares issued during the financial period rank pari passu in all respect with the existing ordinary shares
of the Company.
No options were granted to any person to take up the unissued shares of the Company during the financial period.
DIRECTORS
The directors in office during the financial period and during the period from the end of the financial period to the date
of this report are:
YAD Dato’ Setia Tengku Indera Pahlawan Tengku Putra Alhaj Bin Tengku Azman Shah Alhaj
YBHG Dato’ Khairi Bin Mohamad *
Azlan Omry Bin Omar *
YM Tunku Nizamuddin Bin Tunku Dato’ Seri Shahabuddin *
Ong Suan Pin
YAM Tengku Besar Tengku Kamil Ismail Bin Tengku Idris Shah
Lim Bee Hong * ( Resigned on 30 August 2017)
Other than as stated above, the names of the directors of the subsidiaries of the Company in office during the financial
period and during the period from the end of the financial period to the date of the report are:
45
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Directors’
Report
(cont’d)
DIRECTORS’ INTERESTS
According to the Register of Directors’ Shareholdings required to be kept by the Company under Section 59 of the
Companies Act 2016 in Malaysia, the interests of directors in office at the end of the financial period in shares in the
Company and its related corporations during the financial period ended 30 June 2018 were as follows:
Direct interest:
Ong Suan Pin 12,400,000 3,500,000 – 15,900,000
Indirect interest:
YM Tunku Nizamuddin Bin Tunku
Dato’ Seri Shahabuddin * 80,573,640 – (80,573,640) –
* Shares held through a company in which the director has substantial financial interest.
Other than as stated above, none of the other directors in office at the end of the financial period had any interests in
shares of the Company and its related corporations during the financial period.
DIRECTORS’ BENEFITS
Since the end of the previous financial year, no director of the Company has received or become entitled to receive a
benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by the
directors shown in Note 26 to 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.
Neither during, nor at the end of the financial period, was the Company a party to any arrangement where the object
is to enable the directors to acquire benefits by means of the acquisition of shares in, or debentures of the Company
or any other body corporate.
During the financial period, there were no indemnity given to or insurance effected for any director or officer of the Company.
SUBSIDIARIES
The details of the Company’s subsidiaries are disclosed in Note 9 to the financial statements.
The details of significant events during and subsequent to the financial period are disclosed in Note 34 to the financial
statements.
AUDITORS’ REMUNERATION
The details of auditors’ remuneration are disclosed in Note 26 to the financial statements.
46
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Directors’
Report
(cont’d)
INDEMNITY TO AUDITORS
The Company has agreed to indemnify the auditors of the Company as permitted under Section 289 of the Companies
Act 2016 in Malaysia.
AUDITORS
The auditors, Messrs Baker Tilly Monteiro Heng, have expressed their willingness to continue in office.
This report was approved and signed on behalf of the Board of Directors in accordance with a resolution of
the directors:
_____________________________________
AZLAN OMRY BIN OMAR
Director
_____________________________________
YM TUNKU NIZAMUDDIN BIN TUNKU
DATO’ SERI SHAHABUDDIN
Director
Petaling Jaya
Date: 22 October 2018
47
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
INDEPENDENT
AUDITORS’ REPORT
TO THE MEMBERS OF CME GROUP BERHAD (Incorporated in Malaysia)
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of CME Group Berhad, which comprise the statements of financial position
as at 30 June 2018 of the Group and of the Company, and the statements of comprehensive income, statements of
changes in equity and statements of cash flows of the Group and of the Company for the financial period then ended, and
notes to the financial statements, including a summary of significant accounting policies, as set out on pages 52 to 121.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group
and of the Company as at 30 June 2018, and of their financial performance and cash flows for the financial period then
ended in accordance with the Malaysian Financial Reporting Standards, International Financial Reporting Standards
and the requirements of the Companies Act 2016 in Malaysia.
We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on
Auditing. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit
of the Financial Statements section of our report. We are independent of the Group and of the Company in accordance
with the By-Laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants (“By-Laws”)
and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (“IESBA
Code”), and we have fulfilled our other ethical responsibilities in accordance with the By-Laws and the IESBA Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We draw attention to Note 2.7 to the financial statements, which disclosed that the Group and the Company incurred
net losses of RM14,103,000 and RM30,555,000 respectively during the financial period ended 30 June 2018 and, as
of that date, the Group’s and the Company’s current liabilities exceeded their current assets by RM24,500,000 and
RM30,389,000 respectively, thereby indicating the existence of a material uncertainty which may cast significant doubt
about the Group’s and the Company’s ability to continue as a going concern. Our opinion is not modified in respect of
this matter.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the Group and of the Company for the current financial period. These matters were addressed
in the context of our audit of the financial statements of the Group and of the Company as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the
Material Uncertainty Related to Going Concern Section, we have determined the matters below to be the key audit
matters to be communicated to our report.
Group
Revenue recognition for contract revenue (Note 4.1 and 24 to the financial statements)
The amount of revenue recognised by the Group for contract revenue is affected by a variety of uncertainties that depend
on the outcome of future events. The recognition of revenue and expenses which based on stage of completion method
requires significant management judgement, in particular with regard to estimating total cost for each project and the
stage of completion for each project.
Our response:
• understanding the controls over the Group’s process in recording project costs, preparing project budget and
calculating the stage of completion;
• discussing the progress of the projects and the expected outcomes with the project manager to obtain an
understanding of the basis on which the estimates are made; and
• reviewing the mathematical computation of the recognised revenue and expenses during the financial period.
48
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Independent
Auditors’ Report
(cont’d)
Key Audit Matters (Cont’d)
Group (Cont’d)
Property, plant and equipment, land held for property development and investment properties (Note 4.2,
4.3, 5, 6 and 7 to the financial statements)
The directors estimated the fair value of the freehold land and building and investment properties and the recoverable
amount of the land held based on the valuation performed by an external independent valuers.
The Group recognised a revaluation surplus on freehold land and building of RM8,973,000, a fair value loss on investment
properties of RM858,000 and an impairment loss on land held for property development of RM5,914,000 respectively
during the financial period. The carrying amount of the land held for property development is assessed based on
recoverable amount.
We focused on this area because these adjustments requires significant judgement in determining the appropriate
valuation methods and the key assumptions used in the valuations.
Our response:
• assessing the competency and objectivity of the external valuers which included consideration of their qualifications
and experience;
• understanding the scope and purpose of the valuation by reading the terms of reference;
• reading the valuation reports and discussed with external valuers on their valuation approach and the significant
judgements they made; and
• assessing the valuation approach used and appropriateness of the key assumptions based on our knowledge of
the property industry.
Company
We have determined that there are no key audit matters to communicate in our report which arose from the audit of
the financial statements of the Company.
Information other than the Financial Statements and Auditors’ Report Thereon
The directors of the Company are responsible for the other information. The other information comprises the information
included in the annual report, but does not include the financial statements of the Group and of the Company and our
auditors’ report thereon.
Our opinion on the financial statements of the Group and of the Company does not cover the other information and we
do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially inconsistent with the financial
statements of the Group and of the Company or our knowledge obtained in the audit, or otherwise appears to be
materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of the other information,
we are required to report that fact. We have nothing to report in this regard.
49
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Independent
Auditors’ Report
(cont’d)
Responsibilities of the Directors for the Financial Statements
The directors of the Company are responsible for the preparation of financial statements of the Group and of the Company
that give a true and fair view in accordance with the Malaysian Financial Reporting Standards, International Financial
Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. The directors are also responsible
for such internal control as the directors determine is necessary to enable the preparation of financial statements of the
Group and of the Company that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements of the Group and of the Company, the directors are responsible for assessing the
Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or
the Company or to cease operations, or have no realistic alternative but to do so.
The directors of the Company are responsible for overseeing the Group’s financial reporting process.
Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the
Company as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with approved standards on auditing in Malaysia and International Standards on Auditing will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of these financial statements.
As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on
Auditing, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
• identify and assess the risks of material misstatement of the financial statements of the Group and of the Company,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• obtain an understanding of internal control relevant to the audit 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
Group’s and the Company’s internal control.
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the directors.
• conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s or the Company’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in
the financial statements of the Group and of the Company or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However,
future events or conditions may cause the Group or the Company to cease to continue as a going concern.
• evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company,
including the disclosures, and whether the financial statements of the Group and of the Company represent the
underlying transactions and events in a manner that achieves fair presentation.
• obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the financial statements of the Group. We are responsible for the
direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
e communicate with the directors regarding, among other matters, the planned scope and timing of the audit and
W
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
e also provide the directors with a statement that we have complied with relevant ethical requirements regarding
W
independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
50
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Independent
Auditors’ Report
(cont’d)
Auditors’ Responsibilities for the Audit of the Financial Statements (cont’d)
From the matters communicated with the directors, we determine those matters that were of most significance in the
audit of the financial statements of the Group and of the Company for the current financial period and are therefore the
key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated
in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that the subsidiaries of which
we have not acted as auditors, are disclosed in Note 9 to the financial statements.
Other Matters
1. The financial statements of the Group and of the Company for the financial year ended 31 December 2016 were
audited by another firm of chartered accountants whose report dated 28 April 2017 expressed an unmodified
opinion on those financial statements.
2. This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the
Companies Act 2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person
for the contents of this report.
Kuala Lumpur
Date: 22 October 2018
51
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
STATEMENTS OF
FINANCIAL POSITION
AS AT 30 JUNE 2018
Group Company
30.6.2018 31.12.2016 30.6.2018 31.12.2016 1.1.2016
Note RM’000 RM’000 RM’000 RM’000 RM’000
(Restated) (Restated)
ASSETS
Non-current assets
Property, plant
and equipment 5 27,742 19,013 14 34 44
Land held for property
development 6 21,787 37,457 – 7,667 7,667
Investment properties 7 46,237 51,260 46,237 51,260 41,110
Intangible assets 8 – – – – –
Investment in subsidiaries 9 – – 37,515 42,316 41,268
Other investment 10 623 1,491 623 1,491 8,197
Current assets
Inventories 11 931 909 – – –
Amount due from
contract customers 12 17,316 721 – – –
Trade and other
receivables 13 7,526 19,511 3,950 4,847 8,451
Amount due from
subsidiaries 14 – – 20,662 25,055 22,839
Tax recoverable 458 518 – – –
Cash and bank balances 15 4,025 1,120 82 76 82
52
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Statements of
Financial Position
(cont’d)
Group Company
30.6.2018 31.12.2016 30.6.2018 31.12.2016 1.1.2016
Note RM’000 RM’000 RM’000 RM’000 RM’000
(Restated) (Restated)
Equity attributable to
owners of the Company
Share capital 17 49,459 44,110 49,459 44,110 44,110
ICULS 18 31,370 31,370 31,370 31,370 31,370
Reserves 19 (13,425) (10,470) (27,979) (2,697) 7,764
TOTAL EQUITY 67,404 65,010 52,850 72,783 83,244
Non-current liabilities
Loans and borrowings 20 1,843 2,402 – – –
Other payables 22 440 1,779 440 1,779 –
Deferred tax liabilities 23 2,202 1,238 710 817 832
Current liabilities
Loans and borrowings 20 32,575 21,648 3,759 7,930 7,520
Amount due to contract
customers 12 117 6,780 – – –
Provisions 21 867 12,283 – – –
Trade and other payables 22 21,038 20,815 18,289 13,606 12,763
Amount due to subsidiaries 14 – – 33,035 35,813 32,616
Tax payables 159 45 – 18 18
53
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
STATEMENTS OF
COMPREHENSIVE INCOME
FOR THE FINANCIAL PERIOD ENDED 30 JUNE 2018
Group Company
1.1.2017 1.1.2016 1.1.2017 1.1.2016
to to to to
30.6.2018 31.12.2016 30.6.2018 31.12.2016
(18 months) (12 months) (18 months) (12 months)
Note RM’000 RM’000 RM’000 RM’000
54
Foreign
Currency
Share Fair Value Revaluation Translation Warrant Accumulated Total
Capital ICULS Reserve Reserve Reserve Reserve Losses Equity
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
55
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Statements of
Changes In Equity
(cont’d)
Retained
Earnings/
Share Fair Value Warrant (Accumulated Total
Capital ICULS Reserve Reserve Losses) Equity
Company RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Total transactions
with owner 5,349 – – 5,273 – 10,622
56
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
STATEMENTS OF
CASH FLOWS
FOR THE FINANCIAL PERIOD ENDED 30 JUNE 2018
Group Company
1.1.2017 1.1.2016 1.1.2017 1.1.2016
to to to to
30.6.2018 31.12.2016 30.6.2018 31.12.2016
(18 months) (12 months) (18 months) (12 months)
RM’000 RM’000 RM’000 RM’000
Adjustments for:
Depreciation of property, plant and equipment 929 587 31 22
Finance costs 2,771 2,477 1,739 1,677
Finance income (94) – (94) –
Fair value loss/(gain) on investment properties 858 (15) 858 (15)
Gain on disposal of assets held for sale – (60) – (60)
Gain on disposal of property, plant and
equipment (67) – – –
Inventories written down 111 20 – –
Inventories written off 16 – – –
Impairment loss on land held for property
development 5,914 4,103 – –
Impairment loss on available-for-sale
financial asset 868 3,668 868 3,668
Impairment loss on trade and other receivables 354 101 354 17
Impairment loss on investment in subsidiaries – – 21,073 –
Impairment loss on amount due from
subsidiaries – – 3,003 –
Impairment of goodwill – 121 – 121
Loss on disposal of land held for
property development 583 – 583 –
Loss on debt settlement agreement 201 – 201 –
Property, plant and equipment written off 455 – – –
Provisions for:
- forbearance payment 2,179 1,372 – –
- warranties and free services 180 870 – –
- liquidated ascertained damages 783 – – –
Reversal of provision for warranties and
free services (182) – – –
Reversal of impairment loss on trade
and other receivables (382) – (359) –
Trade and other receivables written off 606 – 26 –
Unrealised gain on foreign exchange – (88) – –
57
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Statements of
Cash Flows
(cont’d)
Group Company
1.1.2017 1.1.2016 1.1.2017 1.1.2016
to to to to
30.6.2018 31.12.2016 30.6.2018 31.12.2016
(18 months) (12 months) (18 months) (12 months)
Note RM’000 RM’000 RM’000 RM’000
Operating profit/(loss) before
changes in working capital
brought forward 2,283 (1,563) (2,397) (2,008)
58
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Statements of
Cash Flows
(cont’d)
Group Company
1.1.2017 1.1.2016 1.1.2017 1.1.2016
to to to to
30.6.2018 31.12.2016 30.6.2018 31.12.2016
(18 months) (12 months) (18 months) (12 months)
RM’000 RM’000 RM’000 RM’000
59
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Statements of
Cash Flows
(cont’d)
(a) Purchase of property, plant and equipment:
Group Company
1.1.2017 1.1.2016 1.1.2017 1.1.2016
to to to to
30.6.2018 31.12.2016 30.6.2018 31.12.2016
(18 months) (12 months) (18 months) (12 months)
RM’000 RM’000 RM’000 RM’000
At Cash At
1 January 2017 flows Additions 30 June 2018
RM’000 RM’000 RM’000 RM’000
Group
Term loans and project loan 2,051 – – 2,051
Finance lease liabilities 767 (278) 140 629
Bankers’ acceptance and
trust receipt 2,667 (1,851) – 816
60
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
FINANCIAL sTATEMENTS
1. CORPORATE INFORMATION
The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the
Main Market of Bursa Malaysia Securities Berhad. The Company’s registered office is located at No. 22C, Jalan
Gelugor, 41050 Klang, Selangor Darul Ehsan. The Company’s principal place of business is located at Lot 19,
Jalan Delima 1/1, Taman Perindustrian Teknologi Tinggi Subang, 47500 Subang Jaya, Selangor Darul Ehsan.
The principal activity of the Company is investment holding. The principal activities of its subsidiaries are disclosed
in Note 9 to the financial statements.
There have been no significant changes in the nature of these activities during the financial period.
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of
the directors on 22 October 2018.
2. BASIS OF PREPARATION
The financial statements of the Group and of the Company have been prepared in accordance with the
Malaysian Financial Reporting Standards (“MFRSs”), International Financial Reporting Standards and the
requirements of the Companies Act 2016 in Malaysia.
The Group and the Company have adopted the following amendments/improvements to MFRSs that are
mandatory for the current financial period:
Amendments/Improvements to MFRSs
MFRS 12 Disclosure of Interests in Other Entities
MFRS 107 Statement of Cash Flows
MFRS 112 Income Taxes
The adoption of the above amendments/improvements to MFRSs did not have any significant effect on
the financial statements of the Group and of the Company, and did not result in significant changes to the
Group’s and the Company’s existing accounting policies, except for those as discussed below:
Amendments to MFRS 107 require entities to provide disclosures that enable users of financial statements
to evaluate changes in liabilities arising from financing activities, including changes from cash flows and
non-cash changes. The disclosure requirement could be satisfied in various ways, and one method is by
providing reconciliation between the opening and closing balances in the statement of financial position for
liabilities arising from financing activities.
The Group and the Company have applied the amendments prospectively and accordingly, have disclosed
the reconciliation in the statements of cash flows.
61
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
2. BASIS OF PREPARATION (CONT’D)
2.3 New MFRSs, amendments/improvements to MFRSs, new IC Interpretation (“IC Int”) and
amendments to IC Int that have been issued, but yet to be effective
The Group and the Company have not adopted the following new MFRSs, amendments/improvements to
MFRSs, new IC Int and amendments to IC Int that have been issued, but yet to be effective:
Effective for
financial
periods
beginning on
or after
New MFRSs
MFRS 9 Financial Instruments 1 January 2018
MFRS 15 Revenue from Contracts with Customers 1 January 2018
MFRS 16 Leases 1 January 2019
MFRS 17 Insurance Contracts 1 January 2021
Amendments/Improvements to MFRSs
MFRS 1 First-time Adoption of MFRSs 1 January 2018
MFRS 2 Share-based Payment 1 January 2018/
1 January 2020*
MFRS 3 Business Combinations 1 January 2019/
1 January 2020*
MFRS 4 Insurance Contracts 1 January 2018
MFRS 6 Exploration for and Evaluation of Mineral Resources 1 January 2020*
MFRS 9 Financial Instruments 1 January 2019
MFRS 10 Consolidated Financial Statements Deferred
MFRS 11 Joint Arrangements 1 January 2019
MFRS 14 Regulatory Deferral Accounts 1 January 2020*
MFRS 101 Presentation of Financial Statements 1 January 2020*
MFRS 108 Accounting Policies, Changes in Accounting Estimates and Error 1 January 2020*
MFRS 112 Income Taxes 1 January 2019
MFRS 119 Employee Benefits 1 January 2019
MFRS 123 Borrowing Costs 1 January 2019
MFRS 128 Investments in Associates and Joint Ventures 1 January 2018/
1 January 2019/
Deferred
MFRS 134 Interim Financial Reporting 1 January 2020*
MFRS 137 Provisions, Contingent Liabilities and Contingent Assets 1 January 2020*
MFRS 138 Intangible Assets 1 January 2020*
MFRS 140 Investment Property 1 January 2018
New IC Int
IC Int 22 Foreign Currency Transactions and Advance Consideration 1 January 2018
IC Int 23 Uncertainty over Income Tax Treatments 1 January 2019
Amendments to IC Int
IC Int 12 Service Concession Arrangements 1 January 2020*
IC Int 19 Extinguishing Financial Liabilities with Equity Instruments 1 January 2020*
IC Int 20 Stripping Costs in the Production Phase of a Surface Mine 1 January 2020*
IC Int 22 Foreign Currency Transactions and Advance Consideration 1 January 2020*
IC Int 132 Intangible Assets – Web Site Costs 1 January 2020*
2.3.1 The Group and the Company plan to adopt the above applicable new MFRSs, amendments/
improvements to MFRSs, new IC Int and amendments to IC Int when they become effective. A brief
discussion on the above significant new MFRSs, amendments/improvements to MFRSs, new IC Int
and amendments to IC Int are summarised below.
62
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
2. BASIS OF PREPARATION (CONT’D)
2.3 New MFRSs, amendments/improvements to MFRSs, new IC Interpretation (“IC Int”) and
amendments to IC Int that have been issued, but yet to be effective (Cont’d)
• MFRS 9 introduces an approach for classification of financial assets which is driven by cash flow
characteristics and the business model in which an asset is held. The new model also results in a
single impairment model being applied to all financial instruments.
In essence, if a financial asset is a simple debt instrument and the objective of the entity’s business
model within which it is held is to collect its contractual cash flows, the financial asset is measured
at amortised cost. In contrast, if that asset is held in a business model the objective of which is
achieved by both collecting contractual cash flows and selling financial assets, then the financial
asset is measured at fair value in the statements of financial position, and amortised cost information
is provided through profit or loss. If the business model is neither of these, then fair value information
is increasingly important, so it is provided both in the profit or loss and in the statements of financial
position.
• MFRS 9 introduces a new, expected-loss impairment model that will require more timely recognition
of expected credit losses. Specifically, this Standard requires entities to account for expected credit
losses from when financial instruments are first recognised and to recognise full lifetime expected
losses on a more timely basis. The model requires an entity to recognise expected credit losses at
all times and to update the amount of expected credit losses recognised at each reporting date to
reflect changes in the credit risk of financial instruments. This model eliminates the threshold for the
recognition of expected credit losses, so that it is no longer necessary for a trigger event to have
occurred before credit losses are recognised.
• MFRS 9 introduces a substantially-reformed model for hedge accounting, with enhanced disclosures
about risk management activity. The new model represents a significant overhaul of hedge accounting
that aligns the accounting treatment with risk management activities, enabling entities to better reflect
these activities in their financial statements. In addition, as a result of these changes, users of the
financial statements will be provided with better information about risk management and the effect
of hedge accounting on the financial statements.
The core principle of MFRS 15 is that an entity recognises revenue to depict the transfer of promised goods
or services to customers in an amount that reflects the consideration to which the entity expects to be
entitled in exchange for those goods or services. An entity recognises revenue in accordance with the core
principle by applying the following steps:
MFRS 15 also includes new disclosures that would result in an entity providing users of financial statements
about the nature, amount, timing and uncertainty of revenue and cash flows from contracts with customers.
63
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
2. BASIS OF PREPARATION (CONT’D)
2.3 New MFRSs, amendments/improvements to MFRSs, new IC Interpretation (“IC Int”) and
amendments to IC Int that have been issued, but yet to be effective (Cont’d)
MFRS 16 Leases
Currently under MFRS 117 Leases, leases are classified either as finance leases or operating leases. A
lessee recognises on its statement of financial position assets and liabilities arising from the finance leases.
MFRS 16 eliminates the distinction between finance and operating leases for lessees. All leases will be
brought onto its statement of financial position except for short-term and low value asset leases.
Amendments to MFRS 3 clarify that when an entity obtains control of a business that is a joint operation, it
remeasures previously held interests in that business. Amendments to MFRS 11 clarify that when an entity
obtains joint control of a business that is a joint operation, the entity does not remeasure previously held
interests in that business.
Amendments to MFRS 9 allow companies to measure prepayable financial assets with negative compensation
at amortised cost or at fair value through other comprehensive income if certain conditions are met.
The amendments also clarify that when a financial liability measured at amortised cost is modified without
this resulting in derecognition, a gain or loss should be recognised in profit or loss.
These amendments address an acknowledged inconsistency between the requirements in MFRS 10 and
those in MFRS 128, in dealing with the sale or contribution of assets between an investor and its associate
or joint venture.
The main consequence of the amendments is that a full gain or loss is recognised when a transaction
involves a business, as defined in MFRS 3. A partial gain or loss is recognised when a transaction involves
assets that do not constitute a business.
Amendments to MFRS 112 clarify that an entity recognises the income tax consequences of dividends in
profit or loss because income tax consequences of dividends are linked more directly to past transactions
than to distributions to owners, except if the tax arises from a transaction which is a business combination
or is recognised in other comprehensive income or directly in equity.
64
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
2. BASIS OF PREPARATION (CONT’D)
2.3 New MFRSs, amendments/improvements to MFRSs, new IC Interpretation (“IC Int”) and
amendments to IC Int that have been issued, but yet to be effective (Cont’d)
Amendments to MFRS 119 require an entity to use updated actuarial assumptions to determine current
service cost and net interest for the remainder of the annual reporting period after the plan amendment,
curtailment or settlement when the entity remeasures its net defined benefit liability (asset).
Amendments to MFRS 123 clarify that when a qualifying asset is ready for its intended use or sale, an
entity treats any outstanding borrowing made specifically to obtain that qualifying asset as part of general
borrowings.
Amendments to MFRS 140 clarify that to transfer to, or from, investment properties there must be evidence
of a change in use. To conclude if a property has changed use there should be an assessment of whether
the property meets the definition of investment property. A change in intention, in isolation, does not provide
evidence of a change in use.
The amendments also clarify that the list of circumstances that evidence a change in use is not exhaustive.
IC Int 22 clarifies that the date of the transaction for the purpose of determining the exchange rate to use
on initial recognition of the related asset, expense or income (or part of it) is the date on which an entity
initially recognises the non-monetary asset or non-monetary liability arising from the payment or receipt of
advance consideration.
IC Int clarifies that where there is uncertainty over income tax treatments, an entity shall:
(i) assume that a taxation authority will examine amounts it has a right to examine and have full knowledge
of all related information when making those examinations.
(ii) reflect the effect of uncertainty in determining the related tax position (using either the most likely
amount or the expected value method) if it concludes it is not probable that the taxation authority will
accept an uncertain tax treatment.
The Malaysian Accounting Standards Board has issued a revised Conceptual Framework for Financial
Reporting and amendments to fourteen Standards under the Malaysian Financial Reporting Standards
Framework on 30 April 2018.
The revised Conceptual Framework comprises a comprehensive set of concepts of financial reporting. It is
built on the previous version of the Conceptual Framework issued in 2011. The changes to the chapters on
the objective of financial reporting and qualitative characteristics of useful financial information are limited,
but with improved wordings to give more prominence to the importance of providing information need to
assess management’s stewardship of the entity’s economic resources.
Other improvements of the revised Conceptual Framework include a new chapter on measurement, guidance
on reporting financial performance, improved definitions and guidance – in particular the definition of a
liability – and clarifications in important areas, such as the role of prudence and measurement uncertainty
in financial reporting.
65
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
2. BASIS OF PREPARATION (CONT’D)
2.3 New MFRSs, amendments/improvements to MFRSs, new IC Interpretation (“IC Int”) and
amendments to IC Int that have been issued, but yet to be effective (Cont’d)
The amendments to the fourteen Standards are to update the references and quotations in these Standards
which include MFRS 2, MFRS 3, MFRS 6, MFRS 14, MFRS 101, MFRS 108, MFRS 134, MFRS 137, MFRS
138, IC Int 12, IC Int 19, IC Int 20, IC Int 22 and IC Int 132.
The Group is currently performing a detailed analysis to determine the election of the practical expedients
and to quantify the financial effects arising from the adoption of the new MFRSs, amendments/improvements
to MFRSs, new IC Int and amendments to IC Int.
The individual financial statements of each entity in the Group are measured using the currency of the
primary economic environment in which they operate (“the functional currency”). The consolidated financial
statements are presented in Ringgit Malaysia (“RM”), which is also the Company’s functional currency, and
has been rounded to the nearest thousand, unless otherwise stated.
The financial statements of the Group and of the Company have been prepared under the historical cost
basis, except as otherwise disclosed in Note 3 to the financial statements.
The preparation of financial statements in conformity with MFRSs requires the use of certain critical accounting
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements, and the reported amounts of the
revenue and expenses during the reporting period. It also requires directors to exercise their judgement in
the process of applying the Group’s and the Company’s accounting policies. Although these estimates and
judgement are based on the directors’ best knowledge of current events and actions, actual results may
differ.
The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates
are significant to the Group’s and the Company’s financial statements are disclosed in Note 4 to the financial
statements.
The financial statement of the Group and the Company have been prepared on the assumption that the
Group and the Company will continue as a going concern. The application of the going concern basis is
based on the assumption that the Group and the Company will be able to realise their assets and liquidate
their liabilities in the normal course of business.
During the financial period ended 30 June 2018, the Group and the Company incurred net losses of
RM14,103,000 and RM30,555,000 respectively and, as of that date, the Group’s and the Company’s current
liabilities exceeded its current assets by RM24,500,000 and RM30,389,000 respectively. These events or
conditions indicate that a material uncertainty exists that may cast significant doubt of the Group’s and the
Company’s ability to continue as a going concern.
66
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
2. BASIS OF PREPARATION (CONT’D)
The Group and the Company have implemented certain measures which are currently in progress, amongst
which,
• Monitor and manage the progress of its existing manufacturing activities which are expected to be
completed within the projected timeline;
• Actively participating in open tenders to increase the opportunities of securing new projects;
• Obtain financial support from the financial institutions for financing the on-going and upcoming projects;
• Explore alternative platform for the retail business such as online business to increase the sales from
the trading segment; and
• Teaming Agreements with Shanghai Shenlong Bus Co., Ltd, in order to tap into Shenlong’s expertise
in the research, development, manufacturing and sales of buses to venture into the Malaysian market
for the supply of electric buses and other vehicles.
In addition, the Group and the Company have shareholders’ equity of RM67,404,000 and RM52,850,000
respectively as at 30 June 2018. Based on the above measures, the directors of the Company are in the
opinion that the financial position of the Group would be further strengthened to address any significant
doubt on the Group’s and the Company’s ability in their use of going concern assumption, and accordingly,
realise their assets and discharge their liabilities in the normal course of business.
In the event that these are not forthcoming, the Group and the Company may be unable to realise their
assets and discharge their liabilities in the normal course of business. Accordingly, the financial statements
of the Group and the Company may require adjustments relating to the recoverability and classification of
recorded assets and liabilities that may be necessary should the Group and the Company be unable to
continue as a going concern.
Unless otherwise stated, the following accounting policies have been applied consistently to all the financial
periods/years presented in the financial statements of the Group and of the Company.
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries.
The financial statements of the subsidiaries used in the preparation of the consolidated financial statements
are prepared for the same reporting date as the Company. Consistent accounting policies are applied to
like transactions and events in similar circumstances.
Subsidiaries are entities (including structured entities) over which the Group is exposed, or has rights,
to variable returns from its involvement with the acquirees and has the ability to affect those returns
through its power over the acquirees.
The financial statements of subsidiaries are included in the consolidated financial statements from
the date the Group obtains control of the acquirees until the date the Group loses control of the
acquirees.
The Group applies the acquisition method to account for business combination from the acquisition
date.
67
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
For a new acquisition, goodwill is initially measured at cost, being the excess of the following:
• the fair value of the consideration transferred, calculated as the sum of the acquisition-date fair
value of assets transferred (including contingent consideration), the liabilities incurred to former
owners of the acquiree and the equity instruments issued by the Group. Any amounts that
relate to pre-existing relationships or other arrangements before or during the negotiations for
the business combination, that are not part of the exchange for the acquiree, will be excluded
from the business combination accounting and be accounted for separately; plus
• the recognised amount of any non-controlling interests in the acquiree either at fair value or
at the proportionate share of the acquiree’s identifiable net assets at the acquisition date (the
choice of measurement basis is made on an acquisition-by-acquisition basis); plus
• the recognised amount of any non-controlling interests in the acquiree either at fair value or
at the proportionate share of the acquiree’s identifiable net assets at the acquisition date (the
choice of measurement basis is made on an acquisition-by-acquisition basis); plus
• if the business combination is achieved in stages, the acquisition-date fair value of the previously
held equity interest in the acquiree; less
• the net fair value of the identifiable assets acquired and the liabilities assumed at the acquisition
date.
The accounting policy for goodwill is set out in Note 3.6(i) to the financial statements.
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss at
the acquisition date.
Transaction costs, other than those associated with the issue of debt or equity securities, that the
Group incurs in connection with a business combination are expensed as incurred.
If the business combination is achieved in stages, the Group remeasures the previously held equity
interest in the acquiree to its acquisition-date fair value, and recognises the resulting gain or loss, if
any, 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 or
transferred directly to retained earnings on the same basis as would be required if the acquirer had
disposed directly of the previously held equity interest.
If the initial accounting for a business combination is incomplete by the end of the reporting period in
which the business combination occurs, the Group uses provisional fair value amounts for the items for
which the accounting is incomplete. The provisional amounts are adjusted to reflect new information
obtained about facts and circumstances that existed as of the acquisition date, including additional
assets or liabilities identified in the measurement period. The measurement period for completion of
the initial accounting ends as soon as the Group receives the information it was seeking about facts
and circumstances or learns that more information is not obtainable, subject to the measurement
period not exceeding one year from the acquisition date.
Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the former
subsidiary, any non-controlling interests and the other components of equity related to the former
subsidiary from the consolidated statement of financial position. Any gain or loss arising on the loss
of control is recognised in profit or loss. If the Group retains any interest in the former subsidiary, then
such interest is measured at fair value at the date that control is lost. Subsequently, it is accounted
for as an associate, a joint venture, an available-for-sale financial asset or a held for trading financial
asset.
68
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control are
accounted for as equity transactions. The difference between the Group’s share of net assets before
and after the change, and the fair value of the consideration received or paid, is recognised directly
in equity.
Non-controlling interests represent the equity in subsidiaries not attributable, directly or indirectly,
to owners of the Company and are presented separately in the consolidated statement of financial
position within equity.
Losses attributable to the non-controlling interests are allocated to the non-controlling interests even
if the losses exceed the non-controlling interests.
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-
group transactions are eliminated in preparing the consolidated financial statements.
In the Company’s statement of financial position, investment in subsidiaries is measured at cost less any
accumulated impairment losses, unless the investment is classified as held for sale or distribution. The cost
of investment includes transaction costs. The policy for the recognition and measurement of impairment
losses shall be applied on the same basis as would be required for impairment of non-financial assets as
disclosed in Note 3.13(ii) to the financial statements.
Contributions to subsidiaries are amounts for which the settlement is neither planned nor is likely to occur
in the foreseeable future, in substance, considered as part of the Company’s investment in the subsidiaries.
Foreign currency transactions are translated to the respective functional currencies of the Group
entities using the exchange rates prevailing at the transaction dates.
At the end of each reporting date, monetary items denominated in foreign currencies are retranslated
at the exchange rates prevailing at the reporting date.
Non-monetary items denominated in foreign currencies that are measured at fair value are retranslated
at the rates prevailing at the dates the fair values were determined. Non-monetary items denominated
in foreign currencies that are measured at historical cost are translated at the historical rates as at
the dates of the initial transactions.
Foreign exchange differences arising on settlement or retranslation of monetary items are recognised
in profit or loss except for monetary items that are designated as hedging instruments in either a cash
flow hedge or a hedge of the Group’s net investment of a foreign operation. When settlement of a
monetary item receivable from or payable to a foreign operation is neither planned nor likely to occur
in the foreseeable future, exchange differences are recognised in profit or loss in the separate financial
statements of the parent company or the individual financial statements of the foreign operation. In
the consolidated financial statements, the exchange differences are considered to form part of a net
investment in a foreign operation and are recognised initially in other comprehensive income until its
disposal, at which time, the cumulative amount is reclassified to profit or loss.
69
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
The gain or loss arising on translation of non-monetary items measured at fair value is treated in line
with the recognition of the gain or loss on the change in fair value of the item (i.e. translation differences
on items whose fair value gain or loss is recognised in other comprehensive income or profit or loss
are also recognised in other comprehensive income or profit or loss, respectively).
The assets and liabilities of foreign operations denominated in the functional currency different from
the presentation currency, including goodwill and fair value adjustments arising on acquisition, are
translated into the presentation currency at exchange rates prevailing at the reporting date. The income
and expenses of foreign operations are translated at exchange rates at the dates of the transactions.
Exchange differences arising on the translation are recognised in other comprehensive income.
However, if the foreign operation is a non-wholly owned subsidiary, then the relevant proportionate
share of the translation difference is allocated to the non-controlling interests.
When a foreign operation is disposed of such that control, significant influence is lost, the cumulative
amount in foreign exchange translation reserves related to that foreign operation is reclassified to
profit or loss. For a partial disposal not involving loss of control of a subsidiary that includes a foreign
operation, the proportionate share of cumulative amount in foreign exchange translation reserve is
reattributed to non-controlling interests.
Financial instruments are recognised in the statements of financial position when, and only when, the Group
and the Company become a party to the contract provisions of the financial instrument.
Financial instruments are recognised initially at fair value, except for financial instruments not measured
at fair value through profit or loss, they are measured at fair value plus transaction costs that are directly
attributable to the acquisition or issue of the financial instruments.
An embedded derivative is recognised separately from the host contract and accounted for as a derivative
if, and only if, it is not closely related to the economic characteristics and risks of the host contract and
the host contract is not categorised as fair value through profit or loss. The host contract, in the event an
embedded derivative is recognised separately, is accounted for in accordance with the policy applicable to
the nature of the host contract.
The Group and the Company categorise the financial instruments as follows:
Financial assets are classified as financial assets at fair value through profit or loss when the
financial assets are either held for trading, including derivatives (except for a derivative that is a
financial guarantee contract or a designated and effective hedging instrument) or are designated
into this category upon initial recognition.
Subsequent to initial recognition, financial assets at fair value through profit or loss are measured
at fair value with the gain or loss recognised in profit or loss.
Derivatives that are linked to and must be settled by delivery of unquoted equity instruments
whose fair values cannot be reliably measured are measured at costs.
70
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Financial assets with fixed or determinable payments that are not quoted in an active market
are classified as loans and receivables.
Subsequent to initial recognition, loans and receivables are measured at amortised cost using
the effective interest method less accumulated impairment losses, if any. The policy for the
recognition and measurement of impairment losses is in accordance with Note 3.13(i) to the
financial statements. Gains and losses are recognised in profit or loss through the amortisation
process.
Held-to-maturity investments
Financial assets with fixed or determinable payments and fixed maturity that are quoted in an
active market and the Group have the positive intention and ability to hold the investment to
maturity is classified as held-to-maturity.
Available-for-sale financial assets comprise investment in equity and debt securities that are
designated as available for sale or are not classified in any of the three preceding categories.
Subsequent to initial recognition, available-for-sale financial assets are measured at fair value.
Gains or losses from changes in fair value of the financial assets are recognised in other
comprehensive income, except for impairment losses and foreign exchange gains and losses
arising from monetary items and gains and losses of hedged items attributable to hedge
risks of fair values hedges which are recognised in profit or loss. The cumulative gain or loss
previously recognised in other comprehensive income is reclassified from equity to profit or
loss as a reclassification adjustment when the financial asset is derecognised. Interest income
calculated using the effective interest method is recognised in profit or loss. Dividends on an
available-for-sale equity instrument are recognised in profit or loss when the Group’s and the
Company’s right to receive payment is established.
Financial liabilities at fair value through profit or loss include financial liabilities held for trading,
including derivatives (except for a derivative that is a financial guarantee contract or a designated
and effective hedging instrument) or financial liabilities designated into this category upon initial
recognition.
Subsequent to initial recognition, financial liabilities at fair value through profit or loss are
measured at fair value with the gain or loss recognised in profit or loss.
71
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Derivatives that are linked to and must be settled by delivery of equity instruments that do not
have a quoted price in an active market for identical instruments whose fair values otherwise
cannot be reliably measured are measured at cost.
Subsequent to initial recognition, other financial liabilities are measured at amortised cost using
the effective interest method. Gains and losses are recognised in profit or loss through the
amortisation process.
A financial guarantee contract is a contract that requires the issuer to make specified payments to
reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due
in accordance with the original or modified terms of a debt instrument.
Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction costs
that are directly attributable to the issuance of the guarantee. Subsequent to initial recognition, the
liability is measured at the higher of the best estimate of the expenditure required to settle the present
obligation at the reporting date and the amount initially recognised less cumulative amortisation.
A regular way purchase or sale is a purchase or sale of a financial asset under a contract whose terms
require delivery of the asset within the time frame established generally by regulation or convention
in the marketplace concerned.
A regular way purchase or sale of financial assets is recognised and derecognised, as applicable,
using trade date accounting (i.e. the date the Group and the Company themselves purchase or sell
an asset). Trade date accounting refers to:
(a) the recognition of an asset to be received and the liability to pay for it on the trade date; and
(b) derecognition of an asset that is sold, recognition of any gain or loss on disposal and the
recognition of a receivable from the buyer for payment on the trade date.
(iv) Derecognition
A financial asset or a part of it is derecognised when, and only when, the contractual rights to receive
the cash flows from the financial asset expire or control of the asset is not retained or substantially
all of the risks and rewards of ownership of the financial asset are transferred to another party. On
derecognition of a financial asset, the difference between the carrying amount and the sum of the
consideration received (including any new asset obtained less any new liability assumed) and any
cumulative gain or loss that had been recognised in other comprehensive income is recognised in
profit or loss.
A financial liability or a part of it is derecognised when, and only when, the obligation specified in the
contract is discharged, cancelled or expired. On derecognition of a financial liability, the difference
between the carrying amount and the consideration paid, including any non-cash assets transferred
or liabilities assumed, is recognised in profit or loss.
72
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Financial assets and financial liabilities are offset and the net amount is presented in the statements
of financial position if there is a currently enforceable legal right to offset the recognised amounts and
there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
Property, plant and equipment (other than freehold land and building) are measured at cost less
accumulated depreciation and any accumulated impairment losses. The policy for the recognition
and measurement of impairment losses is in accordance with Note 3.13(ii) to the financial statements.
Cost of assets includes expenditures that are directly attributable to the acquisition of the asset and
any other costs that are directly attributable to bringing the asset to working condition for its intended
use, and the costs of dismantling and removing the items and restoring the site on which they are
located. The cost of self-constructed assets also includes cost of materials, direct labour, and any
other direct attributable costs but excludes internal profits.
Purchased software that is integral to the functionality of the related equipment is capitalised as part
of that equipment.
When significant parts of an item of property, plant and equipment have different useful lives, they
are accounted for as separate items of property, plant and equipment.
The cost of replacing a part of an item of property, plant and equipment is included in the asset’s
carrying amount or recognised as a separate asset, as appropriate, only when it is probable that the
future economic benefits associated with the part will flow to the Group or the Company and its cost
can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs
and maintenance are charged to the profit or loss as incurred.
(iii) Depreciation
Freehold land has an unlimited useful life and therefore is not depreciated.
All other property, plant and equipment are depreciated on straight-line basis by allocating their
depreciable amounts over their remaining useful lives.
Building 2%
Computers, furniture and fittings, office and
workshop equipment and air conditioners 10% - 30%
Motor vehicles 20%
The residual values, useful lives and depreciation methods are reviewed at the end of each reporting
period and adjusted as appropriate.
(iv) Derecognition
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset
is recognised in profit or loss.
73
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Freehold land and buildings are measured at fair value, based on valuations by external independent
valuers, less accumulated depreciation on buildings and any accumulated impairment losses
recognised after the date of revaluation. Valuations are performed with sufficient regularity to ensure
that the fair value of the freehold land and buildings does not differ materially from the carrying amount.
Any accumulated depreciation as at the date of revaluation is eliminated against the gross carrying
amount of the asset and the net amount is restated to the revalued amount of the asset.
A revaluation surplus is recognised in other comprehensive income and credited to the revaluation
reserve. However, the increase shall be recognised in profit or loss to the extent that it reverses a
revaluation decrease of the same asset previously recognised in profit or loss. If an asset’s carrying
amount is decreased as a result of a revaluation, the decrease shall be recognised in profit or loss.
However, the decrease shall be recognised in other comprehensive income to the extent of any credit
balance existing in the revaluation reserve in respect of that asset.
The revaluation reserve is transferred in full directly to retained earnings when the asset is derecognised.
(i) Goodwill
Goodwill arising from business combinations is initially measured at cost, being the excess of the
aggregate of the consideration transferred and the amount recognised for non-controlling interests,
and any previous interest held, over the net identifiable assets acquired and liabilities assumed. After
initially recognition, goodwill is measured at cost less any accumulated impairment losses. The policy
for the recognition and measurement of impairment losses is in accordance with Note 3.13(ii) to the
financial statement.
(ii) Trademark
Trademark acquired is initially recognised at cost and are subsequently carried at cost less
accumulated amortisation and accumulated impairment losses, if any. The policy for the recognition
and measurement of impairment losses is in accordance with Note 3.13(ii) to the financial statements.
3.7 Leases
The determination of whether an arrangement is, or contains, a lease is based on the substance of the
arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the
arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to
use the asset or assets.
A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to
ownership. All other leases that do not meet this criterion are classified as operating leases.
If an entity in the Group is a lessee in a finance lease, it capitalises the leased asset and recognises
the related liability. The amount recognised at the inception date is the fair value of the underlying
leased asset or, if lower, the present value of the minimum lease payments. Subsequent to initial
recognition, the asset is accounted for in accordance with the accounting policy applicable to that
asset.
Minimum lease payments are apportioned between the finance charge and the reduction of the
outstanding liability. The finance charge is allocated to each period during the lease term so as to
produce a constant periodic rate of interest on the remaining balance of the liability. Contingent lease
payments are charged as expenses in the periods in which they are incurred.
74
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
The capitalised leased asset is classified by nature as property, plant and equipment or investment
property.
For operating leases, the Group does not capitalise the leased asset or recognise the related liability.
Instead lease payments under an operating lease are recognised as an expense on the straight-line
basis over the lease term unless another systematic basis is more representative of the time pattern
of the user’s benefit.
If an entity in the Group is a lessor in a finance lease, it derecognises the underlying asset and
recognises a lease receivable at an amount equal to the net investment in the lease. Finance income
is recognised in profit or loss based on a pattern reflecting a constant periodic rate of return on the
lessor’s net investment in the finance lease.
If an entity in the Group is a lessor in an operating lease, the underlying asset is not derecognised
but is presented in the statement of financial position according to the nature of the asset. Lease
income from operating leases is recognised in profit or loss on a straight-line basis over the lease
term, unless another systematic basis is more representative of the time pattern in which use benefit
derived from the leased asset is diminished.
Investment properties are properties held to earn rental income or for capital appreciation or both.
Investment properties are initially measured at cost, including transaction costs. Subsequent to initial
recognition, investment properties are measured at fair value. Gains and losses arising from changes in the
fair values of investment properties are recognised in profit or loss for the period in which they arise.
Cost includes purchase price and any directly attributable costs incurred to bring the property to its present
location and condition intended for use as an investment property.
An investment property is derecognised on their disposal or when it is permanently withdrawn from use and
no future economic benefits are expected from its disposals. Any gains and losses arising from derecognition
of the asset is recognised in the profit or loss.
Transfers are made to or from investment property only when there is a change in use. For a transfer from
investment property carried at fair value to owner-occupied property, the deemed cost for subsequent
accounting is the fair value at the date of change in use. For a transfer from owner-occupied property to
investment property, any difference arising on the date of change in use between the carrying amount of
the item immediately prior to the transfer and its fair value is recognised directly in equity as a revaluation
of investment properties.
Land held for property development consists of land on which no significant development work has been
undertaken or where development activities are not expected to be completed within the normal operating
cycle. Such land is classified as non-current asset and is stated at cost less accumulated impairment losses,
if any. The policy for the recognition and measurement of impairment losses is in accordance with Note
3.13(ii) to the financial statements.
Costs associated with the acquisition of land include the purchase price of the land, professional fees, stamp
duties, commissions, conversion fees and other relevant levies. Land held for property development will be
reclassified to inventories when significant development work has been undertaken and is expected to be
completed within the normal operating cycle.
75
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
3.10 Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on
weighted average cost method and includes expenditure incurred in acquiring the inventories and bringing
to their present location and condition.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs
necessary to make the sale.
For the purpose of the statements of cash flows, cash and cash equivalents comprise cash on hand and
bank balances which are subject to an insignificant risk of changes in value. Cash and cash equivalents
are presented net of bank overdrafts.
When the outcome of a contract work can be estimated reliably, revenue and cost are recognised by reference
to the stage of completion of the contract activity at the reporting date, as measured by the proportion that
contract costs incurred for work performed to date bear to the estimated total contract costs. Variations in
contract work, claims and incentive payments are included to the extent that they have been agreed with
the customers.
When the outcome of a contract work cannot be estimated reliably, contract revenue is recognised to the
extent of contract costs incurred that are probable of recovery. Contract costs are recognised as expenses
in the period in which they are incurred.
When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised
as an expense immediately as an allowance for foreseeable loss.
Construction work-in-progress is presented as part of contract assets as amount due from contract
customers in the statements of financial position for all contracts in which costs incurred plus recognised
profits exceed progress billings. If progress billings exceeded costs incurred plus recognised profits, then
the difference is presented as amount due to contract customers which is part of the contract liabilities in
the statements of financial position.
At each reporting date, all financial assets (except for financial assets categorised as fair value through
profit or loss and investment in subsidiaries) are assessed whether there is any objective evidence of
impairment as a result of one or more events having an impact on the estimated future cash flows
of the financial asset that can be reliably estimated. Losses expected as a result of future events, no
matter how likely, are not recognised.
Evidence of impairment may include indications that the debtors or a group of debtors are experiencing
significant financial difficulty, default or delinquency in interest or principal payments, the probability
that they will enter bankruptcy or other financial reorganisation, and where observable data indicates
that there is a measurable decrease in the estimated future cash flows, such as changes in arrears
or economic conditions that correlate with defaults.
76
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
The Group and the Company first assess whether objective evidence of impairment exists individually
for financial assets that are individually significant, and individually or collectively for financial assets
that are not individually significant. If no objective evidence for impairment exists for an individually
assessed financial asset, whether significant or not, the Group and the Company may include the
financial asset in a group of financial assets with similar credit risk characteristics and collectively
assess them for impairment. Financial assets that are individually assessed for impairment for which
an impairment loss is or continues to be recognised are not included in the collective assessment of
impairment.
The amount of impairment loss is measured as the difference between the financial asset’s carrying
amount and the present value of estimated future cash flows discounted at the financial asset’s
original effective interest rate. The carrying amount of the financial asset is reduced through the use
of an allowance account and the loss is recognised in profit or loss.
If, in a subsequent period, the amount of the impairment loss decreases due to an event occurring
after the impairment that was recognised, the previously recognised impairment loss is then reversed
by adjusting an allowance account to the extent that the carrying amount of the financial asset does
not exceed what the amortised cost would have been had the impairment not been recognised.
Loans together with the associated allowance are written off when there is no realistic prospect of
future recovery and all collateral has been realised or has been transferred to the Group and the
Company. If a write-off is later recovered, the recovery is credited to the profit or loss.
In the case of equity investments classified as available for sale, a significant or prolonged decline in
the fair value below its cost is considered to be objective evidence of impairment. The Group and the
Company use their judgement to determine what is considered as significant or prolonged decline,
evaluating past volatility experiences and current market conditions.
Where there is objective evidence that the asset is impaired, the decline in the fair value of an available-
for-sale financial asset together with the cumulative loss recognised in other comprehensive income
shall be reclassified from equity to profit or loss as a reclassification adjustment even though the
financial asset has not been derecognised. The amount of cumulative loss that is reclassified from
equity to profit or loss shall be the difference between its cost (net of any principal repayment and
amortisation) and its current fair value, less any impairment loss previously recognised in profit or loss.
Impairment losses on available-for-sale equity investments are not reversed through profit or loss in
the subsequent periods. Increase in fair value, if any, subsequent to impairment loss, is recognised
in other comprehensive income.
For available-for-sale debt investments, impairment losses are subsequently reversed through profit
or loss if an increase in the fair value of the investment can be objectively related to a loss event
occurring after the recognition of the impairment loss in profit or loss.
77
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
The carrying amounts of non-financial assets (except for inventories, amount due from customers
for contract work and investment properties measured at fair value) are reviewed at the end of each
reporting period to determine whether there is any indication of impairment. If any such indication
exists, the Group and the Company make an estimate of the asset’s recoverable amount.
For the purpose of impairment testing, assets are grouped together into the smallest group of assets
that generates cash inflows from continuing use that are largely independent of the cash inflows of
non-financial assets or cash-generating units (“CGUs”).
The recoverable amount of an asset or a CGU is the higher of its fair value less costs of disposal
and its value-in-use. In assessing value-in-use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset or CGU. In determining the fair value less costs of
disposal, recent market transactions are taken into account. If no such transactions can be identified,
an appropriate valuation model is used.
Where the carrying amount of an asset exceed its recoverable amount, the carrying amount of asset
is reduced to its recoverable amount. Impairment losses recognised in respect of a CGU or groups
of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to those units or
groups of units and then, to reduce the carrying amount of the other assets in the unit or groups of
units on a pro-rata basis.
Impairment losses are recognised in profit or loss, except for assets that were previously revalued with
the revaluation surplus recognised in other comprehensive income. In the latter case, the impairment
is recognised in other comprehensive income up to the amount of any previous revaluation.
Impairment losses in respect of goodwill are not reversed. For other assets, an assessment is made
at each reporting date as to whether there is any indication that previously recognised impairment
losses may no longer exist or may have decreased. An impairment loss is reversed only if there has
been a change in the estimates used to determine the assets recoverable amount since the last
impairment loss was recognised. Reversal of impairment loss is restricted by the asset’s carrying
amount that would have been determined had no impairment loss been recognised for the asset
in prior years. Such reversal is recognised in profit or loss unless the asset is measured at revalued
amount, in which case the reversal is treated as a revaluation increase.
Ordinary shares
Ordinary shares are equity instruments. An equity instrument is a contract that evidences a residual
interest in the assets of the Company after deducting all of its liabilities. Ordinary shares are recorded at the
proceeds received, net of directly attributable incremental transaction costs. Dividends on ordinary shares
are recognised in equity in the period in which they are declared.
Short-term employee benefit obligations in respect of wages, salaries, social security contributions,
annual bonuses, paid annual leave, sick leave and non-monetary benefits are recognised as an
expense in the financial year where the employees have rendered their services to the Group.
As required by law, the Group and the Company contribute to the Employees Provident Fund (“EPF”),
the national defined contribution plan. Such contributions are recognised as an expense in the profit
or loss in the period in which the employees render their services.
78
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
3.16 Provisions
Provisions are recognised when the Group and the Company have a present obligation (legal or constructive)
as a result of a past event, it is probable that an outflow of economic resources will be required to settle
the obligation and the amount of the obligation can be estimated reliably.
If the effect of the time value of money is material, provisions that are determined based on the expected
future cash flows to settle the obligation are discounted using a current pre-tax rate that reflects current
market assessments of the time value of money and the risks specific to the liability. When discounting is
used, the increase in the provisions due to passage of time is recognised as finance costs.
Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no
longer probable that an outflow of economic resources will be required to settle the obligation, the provision
is reversed.
3.17 Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group
and the Company and revenue can be reliably measured. Revenue is measured at the fair value of the
consideration received or receivable, net of discounts, rebates, returns and taxes:
Revenue from sale of goods is recognised upon the transfer of significant risk and rewards of ownership
of the goods to the customer. Revenue is not recognised to the extent where there are significant
uncertainties regarding recovery of the consideration due, associated costs or the possible return of
goods.
Revenue from rendering of services of equipment is recognised when services are rendered.
Revenue from construction contracts is accounted for by the stage of completion method. The stage
of completion method is measured by reference to the proportion of contract costs incurred for work
performed to date to the estimated total contract costs.
Rental income from investment properties is recognised on a straight-line basis over the term of the
relevant lease.
Borrowing costs are interests and other costs that the Group and the Company incur in connection with
borrowing of funds.
Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying
asset are recognised in profit or loss using the effective interest method.
79
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying
assets, which are assets that necessarily take a substantial period of time to get ready for their intended
use or sale, are capitalised as part of the cost of those assets, until such time as the assets are substantially
ready for their intended use or sale.
The Group and the Company begin capitalising borrowing costs when the Group and the Company have
incurred the expenditures for the asset, incurred related borrowing costs and undertaken activities that are
necessary to prepare the asset for its intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure
on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
Income tax expense in profit or loss comprises current and deferred tax. Current and deferred tax are
recognised in profit or loss except to the extent that it relates to a business combination or items recognised
directly in equity or other comprehensive income.
Current tax is the expected taxes payable or receivable on the taxable income or loss for the financial
year, using the tax rates that have been enacted or substantively enacted by the end of the reporting
period, and any adjustment to tax payable in respect of previous financial years.
Deferred tax is recognised using the liability method on temporary differences at the reporting date
between the tax bases of assets and liabilities and their carrying amounts in the statements of financial
position. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred
tax assets are generally recognised for all deductible temporary differences, unutilised tax losses and
unused tax credits, to the extent that it is probable that future taxable profit will be available against
which the deductible temporary differences, unused tax losses and unused tax credits can be utilised.
Deferred tax is not recognised if the temporary differences arise from the initial recognition of assets
and liabilities in a transaction which is not a business combination and that affects neither the taxable
profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary
difference arises from the initial recognition of goodwill.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in
subsidiaries except where the Group is able to control the reversal timing of the temporary differences
and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax
assets arising from deductible temporary differences associated with such investments and interests
are only recognised to the extent that it is probable that there will be sufficient taxable profits against
which to utilise the benefits of the temporary differences and they are expected to reverse in the
foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of
part or all of that deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at
each reporting date and are recognised to the extent that it has become probable that future taxable
profit will allow the deferred tax assets to be utilised.
Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is
realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively
enacted at the reporting date.
80
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Where investment properties are carried at fair value in accordance with the accounting policy as
disclosed in Note 3.8 to the financial statements, the amount of deferred tax recognised is measured
using the tax rates that would apply on sale of those assets at their carrying value at the reporting
date unless the property is depreciable and is held within the business model whose objective is
to consume substantially all the economic benefits embodied in the property over time, rather than
through sale.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or
loss. Deferred tax items are recognised in correlation to the underlying transaction either in other
comprehensive income or directly in equity.
Deferred tax assets and deferred tax liabilities are offset if there is a legally enforceable right to offset
current tax assets against current tax liabilities and when they relate to income taxes levied by the
same taxation authority on the same taxable entity, or on different tax entities, but they intend to settle
their income tax recoverable and income tax payable on a net basis or their tax assets and liabilities
will be realised simultaneously.
Revenues, expenses and assets are recognised net of the amount of goods and services tax (“GST”)
except:
• where the GST incurred in a purchase of assets or services is not recoverable from the taxation
authority, in which case the GST is recognised as part of the cost of acquisition of the asset
or as part of the expense item as applicable; and
• receivables and payables that are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the statements of financial position.
The Group presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic EPS is
calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted
average number of ordinary shares outstanding during the period, adjusted for own shares held.
Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the
weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of
all dilutive potential ordinary shares, which comprise full conversion of the ICULS and warrants.
Operating segments are reported in a manner consistent with the internal reporting provided to the Group’s
chief operating decision maker. The Group’s chief operating decision maker, who is responsible for allocating
resources and assessing performance of the operating segments, has been identified as the chief operating
decision maker that makes strategic decisions.
81
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Fair value of an asset or a liability, except for share-based payment and lease transactions, is determined
as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The measurement assumes that the transaction to
sell the asset or transfer the liability takes place either in the principal market or in the absence of a principal
market, in the most advantageous market.
For a non-financial asset, the fair value measurement takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another market
participant that would use the asset in its highest and best use.
When measuring the fair value of an asset or a liability, the Group and the Company use observable market
data as far as possible. Fair value is categorised into different levels in fair value hierarchy based on the
input used in the valuation technique as follows:
Level 1 : Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group
can access at the measurement date.
Level 2 : Inputs other than quoted prices included within Level 1 that are observable for the asset
or liability, either directly or indirectly.
Level 3 : Unobservable inputs for the asset or liability.
The Group and the Company recognise transfers between levels of the fair value hierarchy as of the date
of the event or change in circumstances that caused the transfers.
3.23 Contingencies
A contingent liability or asset is a possible obligation or asset that arises from past events and whose
existence will be confirmed only by the occurrence or non-occurrence of uncertain future event(s) not wholly
within the control of the Group and of the Company.
Contingent liability is also referred as a present obligation that arises from past events but is not recognised
because:
(i) it is not probable that an outflow of resources embodying economic benefits will be required to settle
the obligation; or
(ii) the amount of the obligation cannot be measured with sufficient reliability.
Contingent liabilities and assets are not recognised in the statements of financial position.
82
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
4. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
Significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have
significant effect in determining the amount recognised in the financial year include the following:
The Group recognised contract revenue and expenses in profit or loss by using the stage of completion
method. The stage of completion is determined by the proportion that contract costs incurred for work
performed to date bear to the estimated total contract costs.
Significant judgement is used in determining the stage of completion, the extent of the contract costs
incurred, the estimated total contract revenue and costs, as well as the recoverability of the contracts. In
making judgements, the Group evaluates based on the past experience.
The carrying amounts of amount due from/(to) contract customers are disclosed in Note 12 to the financial
statements.
4.2 Fair value of freehold land and building and investment properties
The Group and the Company carry their freehold land and building and investment properties at fair value.
Changes in fair values of freehold land and building are recognised in other comprehensive income while
the changes in fair values of investment properties are recognised in profit or loss.
The Group and the Company engaged external valuers to determine the fair values. The valuation methods
adopted by the valuers include sales comparison method and investment method. Sales comparison
method being comparison of current prices in an active market for similar properties in the same location
and where necessary, adjusting for location, shape, size, level, terrain, surrounding development, building
design and renovation work and other differences. Investment method being the estimated net income and
other benefits that are the subject property can generate over the life of the property capitalised at market
derived yields to arrive at its indicative capital value. Judgement is made in determining the appropriate
valuation methods and the key assumptions used in the valuations. Any changes in these assumptions will
have an impact on the carrying amounts of the properties.
The carrying amounts of the freehold land and building and investment properties are disclosed in Note 5
and 7 to the financial statements respectively.
The Group assess impairment of land held for development whenever the events or changes in circumstances
indicate that the carrying amount of the asset may not be recoverable ie.the carrying amount of the asset
is more than the recoverable amount.
Recoverable amount is measured at higher of the fair value less cost of disposal for the asset and its value-
in-use. The Group has engaged independent external valuers to determine the fair value. The valuation
methods adopted by the valuer include sales comparison method, being comparison of current prices in an
active market for similar properties in the same location and condition and where necessary, adjusting for
location, accessibility, visibility, time, terrain, size, present market trends and other differences. Judgement
is made in determining the appropriate valuation methods and the key assumptions used in the valuations.
Any changes in these assumptions will have an impact on the carrying amounts of the asset.
The carrying amount of the land held for property development is disclosed in Note 6 to the financial
statements.
83
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
5. PROPERTY, PLANT AND EQUIPMENT
Computers,
furniture and
fittings, office
and workshop
Freehold equipment and Motor
land Building air conditioners vehicles Total
RM’000 RM’000 RM’000 RM’000 RM’000
Group
30 June 2018
Cost/Valuation
At 1 January 2017 11,500 6,133 1,830 2,046 21,509
Additions – – 25 158 183
Revaluation surplus 9,110 820 – – 9,930
Transfer/reclassification
from accumulated
depreciation – (473) – – (473)
Reclassification – (89) 89 – –
Disposal – – – (238) (238)
Written off – – (557) – (557)
Accumulated depreciation
At 1 January 2017 – 192 931 1,373 2,496
Depreciation charge
for the financial period – 300 305 324 929
Transfer/reclassification
from accumulated
depreciation – (473) – – (473)
Disposal – – – (238) (238)
Written off – – (102) – (102)
Carrying amount
At 30 June 2018 20,610 6,372 253 507 27,742
84
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
5. PROPERTY, PLANT AND EQUIPMENT (cont’d)
Computers,
furniture and
fittings, office
and workshop
Freehold equipment and Motor
land Building air conditioners vehicles Total
RM’000 RM’000 RM’000 RM’000 RM’000
Group
31 December 2016
Cost/Valuation
At 1 January 2016 1,820 7,393 905 1,678 11,796
Additions – – 97 368 465
Acquisition of business
units – – 828 – 828
Revaluation surplus 9,680 1,605 – – 11,285
Transfer from
accumulated depreciation – (2,865) – – (2,865)
Accumulated depreciation
At 1 January 2016 – 2,872 748 1,154 4,774
Depreciation charge
for the financial year – 185 183 219 587
Transfer to cost – (2,865) – – (2,865)
Carrying amount
At 31 December 2016 11,500 5,941 899 673 19,013
85
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
5. PROPERTY, PLANT AND EQUIPMENT (cont’d)
Company
30 June 2018
Cost
At 1 January 2017 101
Additions 11
Accumulated depreciation
At 1 January 2017 67
Depreciation charge for the financial period 31
At 30 June 2018 98
Carrying amount
At 30 June 2018 14
31 December 2016
Cost
At 1 January 2017 89
Additions 12
Acquisition of business units 828
Transfer to subsidiaries (828)
Accumulated depreciation
As at 1 January 2017 45
Depreciation charge for the financial year 22
As at 31 December 2016 67
Carrying amount
At 31 December 2016 34
At 1 January 2016 44
86
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
5. PROPERTY, PLANT AND EQUIPMENT (cont’d)
The carrying amount of assets under finance lease arrangements are as follows:
Group
30.6.2018 31.12.2016
RM’000 RM’000
The freehold land and building of the Group with carrying amount of RM26,982,000 (31.12.2016:
RM17,441,000) have been charged to a local bank for credit facilities granted to a subsidiary as disclosed
in Note 20 to the financial statements.
Had the revalued assets been carried at cost less accumulated depreciation, the carrying amount would
have been as follows:
Accumulated Carrying
Cost Depreciation Amount
RM’000 RM’000 RM’000
Group
30 June 2018
Freehold land 1,820 – 1,820
Building 7,261 (3,192) 4,069
31 December 2016
Freehold land 1,820 – 1,820
Building 7,261 (2,974) 4,287
Fair value of the freehold land and building are categorised as follows:
Level 2
RM’000
Group
30 June 2018
Freehold land 20,610
Building 6,372
26,982
31 December 2016
Freehold land 11,500
Building 5,941
17,441
87
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
5. PROPERTY, PLANT AND EQUIPMENT (CONT’D)
The fair value of the freehold land and building has been determined based on the valuation report dated
8 June 2018 carried out by external independent valuers, TZP Property Consultancy, a member of the
Institute of Valuers in Malaysia. The valuation method used was comparison method that makes reference
to recent transactions and sales evidence involving other similar properties in the vicinity or other comparable
localities.
The significant input into this valuation approach is price per square feet of comparable properties.
The fair value of an asset to be transferred between levels is determined as of the date of the event or
change in circumstances that caused the transfer.
Level 1 fair value is derived from quoted price (unadjusted) in active markets for identical freehold land and
building that the entity can access at the measurement date.
Level 2 fair value is estimated using inputs other than quoted prices included within Level 1 that are observable
for the freehold land and building, either directly or indirectly.
Level 3 fair value is estimated using unobservable input for the freehold land and building.
There is no transfer between levels of fair values hierarchy during the financial period.
Group Company
30.6.2018 31.12.2016 30.6.2018 31.12.2016
RM’000 RM’000 RM’000 RM’000
At cost:
At 1 January 37,457 40,532 7,667 7,667
Disposal (7,667) – (7,667) –
Impairment loss (Note 26) (5,914) (4,103) – –
Exchange differences (2,089) 1,028 – –
The recoverable amount of the land held for property development of the Group amounting to AUD7,300,000
(approximately RM21,787,000) is determined by external independent property valuers, TZP Property Consultancy,
a member of the Institute of Valuers in Malaysia, using direct comparison method of valuation. The Group had
recognised an impairment loss of RM5,914,000 in profit or loss during the financial period.
88
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
7. INVESTMENT PROPERTIES
At fair value:
At 1 January 51,260 41,110
Addition – 3,700
Reclassified from asset held for sale – 6,435
Fair value (loss)/gain recognised in profit or loss (858) 15
Debt settlement (4,165) –
At 30 June 2018/31 December 2016 46,237 51,260
Investment properties of the Group and the Company with carrying amount of RM24,523,000 (31.12.2016:
RM26,240,000) have been pledged as securities for banking facilities granted to the Group and the Company as
mentioned in Note 20 to the financial statements.
As at the reporting date, the title of an investment property with carrying amount of RM3,700,000 (31.12.2016:
RM3,700,000) has yet to be transferred to the Company’s name.
Level 2
RM’000
31 December 2016
Shop offices 51,260
The fair values of the investment properties have been determined based on valuation report dated 25 July 2018
using comparison and investment method of valuation. The valuation is carried out by external independent
property valuers, TZP Property Consultancy, a member of the Institute of Valuers in Malaysia. The most significant
input into this valuation approach is price per square feet of comparable properties.
89
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
7. INVESTMENT PROPERTIES (CONT’D)
The fair value of an asset to be transferred between levels is determined as of the date of the event or change in
circumstances that caused the transfer.
Level 1 fair value is derived from quoted price (unadjusted) in active markets for identical investment properties
that the entity can access at the measurement date.
Level 2 fair value is estimated using inputs other than quoted prices included within Level 1 that are observable
for the investment properties, either directly or indirectly.
Level 3 fair value is estimated using unobservable input for the investment properties.
There is no transfer between levels of fair values hierarchy during the financial period.
8. INTANGIBLE ASSETS
Group
Cost
At 1 January 2016 – – –
Acquisition of business units 121 450 571
Carrying amounts
At 30 June 2018/31 December 2016 – – –
90
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
9. INVESTMENT IN SUBSIDIARIES
Company
30.6.2018 31.12.2016 1.1.2016
RM’000 RM’000 RM’000
(Restated) (Restated)
Quasi loans represent amount owing by a subsidiary which is non-trade in nature, unsecured and non-interest
bearing. The settlement of the amount is neither planned nor likely to occur in the foreseeable future as it is the
intention of the Company to treat these amounts as long-term source of capital to the subsidiary. As this amount
is, in substance, a part of the Company’s net investment in the subsidiary, it is stated at cost less accumulated
impairment loss, if any.
CME Industries Sdn. Bhd. Malaysia 100 100 Servicing of fire fighthing
and specialist vehicles
and sale of related
spare parts
CME Edaran Sdn. Bhd. Malaysia 100 100 Sale and servicing of fire
fighting equipment and
specialist vehicles and
sale of related spare
parts
CME Technologies Sdn. Bhd. Malaysia 100 100 Manufacturing and sale
of fire fighting equipment
and fire engines
CME Pyroshield Sdn. Bhd. Malaysia 100 100 Trading of pyroshield gas
and accessories
91
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
10. OTHER INVESTMENT
Available-for-sale financial asset represent investment in quoted equity shares in Australia. The fair value is based
on quoted market prices and classified as Level 1 in the fair value hierarchy.
There is indication of significant or prolonged decline in the fair value of the available-for-sale financial assets below
it cost, hence impairment loss is recognised into profit or loss.
11. INVENTORIES
Group
30.6.2018 31.12.2016
RM’000 RM’000
The cost of inventories of the Group recognised as an expense in cost of sales during the financial period was
RM5,994,000 (31.12.2016: RM2,999,000).
During the financial period, the write down of inventories to their net realisable values for the Group amounted to
RM111,000 (31.12.2016: RM20,000).
Group
30.6.2018 31.12.2016
RM’000 RM’000
46,463 21,386
Less: Progress billings (29,264) (27,445)
17,199 (6,059)
Represented by:
Amount due from contract customers 17,316 721
Amount due to contract customers (117) (6,780)
17,199 (6,059)
92
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
13. TRADE AND OTHER RECEIVABLES
Group Company
30.6.2018 31.12.2016 30.6.2018 31.12.2016
Note RM’000 RM’000 RM’000 RM’000
Current:
Trade
Trade receivables 7,842 19,744 5,896 6,358
Less: Impairment losses (5,765) (6,738) (5,764) (6,301)
Non-trade
Other receivables 1,339 2,037 534 853
Less: Impairment loss (225) – (225) –
Trade receivables are recognised at their original invoice amounts which represent their fair values on initial
recognition. The credit period granted by the Group and the Company range from 30 days to 90 days
(31.12.2016: 30 days to 90 days) from date of invoice. Other credit term are assessed and approved on a
case by case basis.
The ageing analysis of the Group’s and the Company’s trade receivables are as follows:
Group Company
30.6.2018 31.12.2016 30.6.2018 31.12.2016
RM’000 RM’000 RM’000 RM’000
1,083 1,055 94 57
Impaired 5,765 6,738 5,764 6,301
93
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
13. TRADE AND OTHER RECEIVABLES (CONT’D)
Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment records
with the Group and the Company.
The Group and the Company have trade receivables amounting to RM1,083,000 (31.12.2016: RM1,055,000)
and RM94,000 (31.12.2016: RM57,000) respectively that are past due but not impaired at the end of financial
period. The Group and the Company have not made any allowances for impairment for these receivables
as there has not been a significant change in the credit quality of these receivables and the amounts are
still considered as recoverable.
The Group’s and the Company’s trade receivables that are impaired at the reporting date and the reconciliation
of movement in the impairment of trade receivables are as follows:
Group Company
30.6.2018 31.12.2016 30.6.2018 31.12.2016
RM’000 RM’000 RM’000 RM’000
Trade receivables that are individually determined to be impaired at the reporting date relate to receivables
that are in significant financial difficulties and have defaulted on payments.
Company
30.6.2018 31.12.2016 1.1.2016
RM’000 RM’000 RM’000
(Restated) (Restated)
Non-trade
30 June 2018
Amount due from subsidiaries (Note 35) 23,665 25,055 22,839
Less: Impairment loss (Note 26) (3,003) – –
Non-trade
Amount due from subsidiaries 33,035 35,813 32,616
The non-trade amounts due from subsidiaries are unsecured, non-interest bearing, repayable on demand and
are expected to be settled in cash.
94
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
14. amount due from/(to) subsidiaries (cont’d)
The non-trade amounts due to subsidiaries are unsecured, non-interest bearing, repayable upon demand and is
expected to be settled in cash except for an amount due a subsidiary of RM4,211,000 (31.12.2016: RM4,526,000)
which bears interest at rate range from 7.01% to 9% (31.12.2016: 6.19% to 8.75%) per annum.
Group Company
30.6.2018 31.12.2016 30.6.2018 31.12.2016
RM’000 RM’000 RM’000 RM’000
Included in the cash and bank balances of the Group is an amount of RM3,631,000 charged to a licensed bank
as cash collateral for banking facilities granted to a subsidiary as disclosed in Note 20 to the financial statement
and therefore, restricted from use in other operations.
At 1 January – 7,335
Reclassified to investment properties – (6,435)
Disposals – (900)
– –
During the previous financial year, the offer to purchase entered by the Company with a buyer to dispose off
certain properties amounting to RM6,435,000 had been terminated and the properties had been reclassified to
investment properties. The deposit received from the buyer amounting to RM2,800,000 in previous financial years
had been converted to other payable which bear interest at rate of 18% per annum.
Authorised:
At 30 June 2018/31 December 2016 – 10,000,000 – 1,000,000
95
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
17. SHARE CAPITAL (CONT’D)
The new Companies Act 2016 (the ‘’Act’’), which came into operation on 31 January 2017, abolished the concept
of authorised share capital and par value of share capital. There is no impact on the number of ordinary shares
in issue or the relative entitlement range from any of the members as a result of this transition.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to
one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company’s
residual assets.
(i) issued 44,110,000 new ordinary shares at a price of RM0.05 per ordinary share by way of private placement
for working capital purpose; and
(ii) issued 99,026,435 new ordinary shares at a price of RM0.085 per ordinary share (“right share”) by way of
right issue on the basis of two (2) right shares for every three (3) existing ordinary shares held in the Company
on 27 March 2018, together with 123,783,023 warrants on the basis of five (5) warrants for every four (4)
right shares.
The new ordinary shares issued during the financial period rank pari-passu in all respects with the existing ordinary
shares of the Company.
18. ICULS
The ICULS are constituted by a Trust Deed Dated 15 October 2014 as varied in the Supplemental Trust Deed
dated 13 March 2018. The ICULS at the nominal amount of RM0.04 each issued by the Company have a tenure
of ten (10) years from the date of issue and are not redeemable in cash. Unless converted, all outstanding ICULS
will be mandatorily converted by the Company into new ordinary shares of the Company (“CME Shares”) at the
conversion price applicable on the maturity date (i.e. 27 November 2024).
(i) surrendering the ICULS with an aggregate nominal value equivalent to RM0.10 for every one (1) new CME
Share (subject to adjustments in accordance with the provisions of the Trust Deed) (“Conversion Price”); or
(ii) surrendering one (1) ICULS together with the necessary cash payment constituting the difference between
the Conversion Price and the nominal value of the ICULS surrendered, for one (1) new CME Share. For
avoidance of doubt, for every one (1) ICULS surrendered together with the required cash payment, the
holder will only be entitled to subscribe for one (1) new CME Share.
The new CME Shares to be issued upon conversion of the ICULS will, upon allotment and issuance, rank pari
passu in all respects with the then existing CME Shares save that they will not be entitled for any dividends, rights,
allotments, and/or other distributions, the entitlement date of which is before the date of allotment of the new
CME Shares pursuant to the conversion of the ICULS.
The interest on the ICULS is at zero coupon rate per annum on the nominal value of the outstanding ICULS.
96
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
19. RESERVES
Group Company
30.6.2018 31.12.2016 30.6.2018 31.12.2016
RM’000 RM’000 RM’000 RM’000
The translation reserve comprises all foreign currency differences arising from the translation of the financial
statements of a foreign operation whose functional currency is different from that of the Group’s presentation
currency as well as the foreign currency differences arising from monetary items which form part of the Group’s
net investment in foreign operation, where the monetary item is denominated in either the functional currency of
the reporting entity or the foreign operation or another currency.
Revaluation reserve
Revaluation reserve represents the surplus on the revaluation of freehold land and building of the Group.
Warrant reserve
On 14 May 2018, the Company issued 123,783,023 free warrants to all subscribers of the rights issue on the basis
of five (5) free warrants for every four (4) right shares subscribed. The warrants were listed on the Main Market of
Bursa Malaysia Securities Berhad on 14 May 2018. The warrants are constituted under a Deed Poll executed on
13 March 2018.
(i) Each warrant entitles the registered holder the right at any time during the exercise period of 10 years
from 14 May 2018 to 13 May 2028 to subscribe in cash for one new ordinary share of the Company at an
exercise price of RM0.01 each (subject to adjustments in accordance with the provisions of the Deed Poll);
(ii) Upon the expiry of the exercise period, warrants which have not been exercised will lapse and cease to be
valid for any purposes; and
(iii) The holders of the warrants are not entitled to any voting right or participation in any dividends, rights,
allotment and/or other forms of distribution other than on winding-up, compromise or arrangement of the
Company unless and until the holders of the warrants become a shareholder of the Company by exercising
his warrants into new shares.
At At
1.1.2017 Addition Exercised 30.6.2018
RM’000 RM’000 RM’000 RM’000
97
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
19. RESERVES
The fair value of the warrants is RM0.0426 each estimated using the Trinomial option model, taking into account
the terms and conditions upon which the warrants are issued. The fair value of the warrants measured at issuance
date and the assumptions are as follows:
Group Company
30.6.2018 31.12.2016 30.6.2018 31.12.2016
Note RM’000 RM’000 RM’000 RM’000
Non-current :
Finance lease liabilities (i) 432 599 – –
Term loans and
project loan (ii) 1,411 1,803 – –
1,843 2,402 – –
Current:
Finance lease liabilities (i) 197 168 – –
Term loans and
project loan (ii) 21,811 248 – –
Bank overdrafts (iii) 9,751 18,565 3,759 7,930
Bankers’ acceptance
and trust receipts (iv) 816 2,667 – –
Future minimum lease payments under finance leases together with present value of net minimum lease
payments are as follows:
Group
30.6.2018 31.12.2016
RM’000 RM’000
694 852
Less: Future finance charges (65) (85)
98
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
20. LOANS AND BORROWINGS (cont’d)
Future minimum lease payments under finance leases together with present value of net minimum lease
payments are as follows: (Cont’d)
Group
30.6.2018 31.12.2016
RM’000 RM’000
Represented by:
Current
- not later than one year 197 168
Non-current
- later than one year and not later than five years 421 539
- later than five years 11 60
629 767
The weighted average effective interest rate of the finance lease liabilities of the Group is 4.82% (31.12.2016:
4.83%).
The finance lease liabilities are secured on the rights of the assets under finance lease as disclosed in Note
5(i) to the financial statements.
The term loans and project loan of the Group bear interest at rate range from 8.35% to 9% (31.12.2016:
6.95% to 8.75%) per annum and are secured by way of:
The bank overdrafts of the Group and the Company bear interest at rate range from 7.96% to 8.45% and
7.96% (31.12.2016: 7.85% to 8.15% and 7.85%) per annum respectively and are secured by way of:
Bankers’ acceptance and trust receipts of the Group bear interest at rate of 4.09% (31.12.2016: 7.97%)
per annum and are secured by way of:
99
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
21. PROVISIONS
Liquidated
Forbearance Free Ascertained
Payment Warranties Services Damages Others Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Group
At 1 January 2016 10,618 105 52 – 35 10,810
Recognised in
profit or loss 1,372 844 26 – 34 2,276
Utilised during the
the financial year – (803) – – – (803)
On 31 January 2017, CME Properties (Australia) Pty Ltd (“CMEPA”) entered into a revised Deed of Forbearance
with a financial institution in Australia (“FIA”), for a settlement sum of AUD3,702,945 (approximately
RM11,990,000).
During the financial period, FIA had charged interest expenses and legal costs to CMEPA for a sum of
AUD644,015 (approximately RM2,005,000). The Company had made payment of total AUD2,860,000
(approximately RM9,200,000) to the FIA.
On 29 August 2017, the Company and CMEPA entered into a Deed of Settlement with the FIA, whereby
all parties agreed to finalise and settle all proceedings and matters at settlement sum of AUD1,548,659
(approximately RM4,969,000), inclusive of legal costs of AUD56,089 (approximately RM174,000). The
Company had made full payment during the financial period.
The provision for warranties and free services represent the present value of the directors’ best estimates of
future economic obligation that will be required under the Company’s obligation for warranties and services
at the reporting date. The provision is recognised based on estimation made from warranty and services
costs experienced over the years.
The provision for liquidated ascertained damages (“LAD”) represents the possible penalties that may arise
from the late delivery of contract deliverables. The provision is recognised for expected LAD claims based
on directors’ best estimation.
100
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
22. TRADE AND OTHER PAYABLES
Group Company
30.6.2018 31.12.2016 30.6.2018 31.12.2016
Note RM’000 RM’000 RM’000 RM’000
Non-current:
Non-trade
Other payables (ii) 440 1,779 440 1,779
Current:
Trade
Trade payables (i) 9,849 13,727 8,707 8,705
Non-trade
Other payables (ii) 8,683 4,626 8,191 3,273
GST payable 321 508 – 36
Accruals 1,252 1,140 591 779
Deposits 933 814 800 813
Trade payables are non-interest bearing and are normally settled on 30 to 60 (31.12.2016: 30 to 60) days
terms.
Included in other payables consist of advances from third parties amounted to RM7,469,000 of which
RM660,000 (31.12.2016: RM3,385,000) bear interest at rate of 18% (31.12.2016: 18%) per annum.
On 17 April 2017, the Company had entered into a Settlement Agreement with certain third parties to repay
the amount outstanding by way of transfer of investment properties amounting to RM4,165,000, resulting
in loss on debt settlement agreement of RM201,000 recognised in profit or loss during the financial period.
101
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
23. DEFERRED TAX LIABILITIES
Group Company
30.6.2018 31.12.2016 30.6.2018 31.12.2016
RM’000 RM’000 RM’000 RM’000
Deferred tax assets have not been recognised in respect of the following items (stated at gross):
Group Company
30.6.2018 31.12.2016 30.6.2018 31.12.2016
RM’000 RM’000 RM’000 RM’000
8,909 10,259 – –
24. REVENUE
Group Company
1.1.2017 1.1.2016 1.1.2017 1.1.2016
to to to to
30.6.2018 31.12.2016 30.6.2018 31.12.2016
(18 months) (12 months) (18 months) (12 months)
RM’000 RM’000 RM’000 RM’000
102
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
25. FINANCE COSTS
Group Company
1.1.2017 1.1.2016 1.1.2017 1.1.2016
to to to to
30.6.2018 31.12.2016 30.6.2018 31.12.2016
(18 months) (12 months) (18 months) (12 months)
RM’000 RM’000 RM’000 RM’000
Other than as disclosed elsewhere in the financial statements, the loss before taxation of the Group and the
Company have been arrived at:
Group Company
1.1.2017 1.1.2016 1.1.2017 1.1.2016
to to to to
30.6.2018 31.12.2016 30.6.2018 31.12.2016
(18 months) (12 months) (18 months) (12 months)
RM’000 RM’000 RM’000 RM’000
After charging:
Auditors’ remuneration:
- current year 144 126 36 32
- under provision in prior year 13 – 18 –
Depreciation of property,
plant and equipment 929 587 31 22
Directors’ remuneration (Note 29):
- fees 292 225 283 200
- other emoluments 797 615 188 394
- defined contribution plan 85 68 22 47
Fair value loss on investment properties 858 – 858 –
Inventories written down 111 20 – –
Inventories written off 16 – – –
Impairment loss on available-for-sale
financial asset 868 3,668 868 3,668
Impairment loss on land held for
property development 5,914 4,103 – –
Impairment loss on investment
in subsidiaries – – 21,073 –
Impairment loss on amount due
from subsidiaries – – 3,003 –
Impairment loss on trademark – 450 – –
Impairment of goodwill – 121 – 121
Impairment loss on trade and
other receivables 354 101 354 17
103
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
26. LOSS BEFORE TAXATION (Cont’d)
Other than as disclosed elsewhere in the financial statements, the loss before taxation of the Group and the
Company have been arrived at: (Cont’d)
Group Company
1.1.2017 1.1.2016 1.1.2017 1.1.2016
to to to to
30.6.2018 31.12.2016 30.6.2018 31.12.2016
(18 months) (12 months) (18 months) (12 months)
RM’000 RM’000 RM’000 RM’000
And crediting:
Interest income 94 – 94 –
Fair value gain on investment
properties – 15 – 15
Gain on disposal of property, plant
and equipment 67 – – –
Gain on disposal of assets held
for sale – 60 – 60
Gain on foreign exchange:
- realised 391 38 – –
- unrealised – 88 – –
Reversal of impairment loss
on trade and other receivables 382 – 359 –
104
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
27. INCOME TAX EXPENSE
Group Company
1.1.2017 1.1.2016 1.1.2017 1.1.2016
to to to to
30.6.2018 31.12.2016 30.6.2018 31.12.2016
(18 months) (12 months) (18 months) (12 months)
RM’000 RM’000 RM’000 RM’000
Domestic income tax is calculated at the Malaysian statutory income tax rate of 24% (31.12.2016: 24%) of the
estimated assessable profit for the financial period. The corporate tax rate applicable to the subsidiary of the
Group in Australia is 30% (31.12.2016: 30%).
A reconciliation of income tax expense applicable to loss before taxation at the statutory income tax rate to income
tax expense at the effective income tax rate of the Group and of the Company are as follows:
Group Company
1.1.2017 1.1.2016 1.1.2017 1.1.2016
to to to to
30.6.2018 31.12.2016 30.6.2018 31.12.2016
(18 months) (12 months) (18 months) (12 months)
RM’000 RM’000 RM’000 RM’000
105
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
28. LOSS PER SHARE
Basic loss per share is calculated by dividing the loss for the financial period/year attributable to owners of the
Company by the weighted average number of ordinary shares outstanding during the financial period/year, as
follows:
Group
30.6.2018 31.12.2016
RM’000 RM’000
The basic and diluted loss per ordinary share are equal due to the ICULS and warrants are anti-dilutive in nature
and have not been considered in the computation of diluted loss per ordinary share.
Parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control
the party or exercise significant influence over the party in making financial and operational decisions, or vice
versa, or where the Group and the party are subject to common control. Related parties may be individuals
or other entities.
(a) subsidiaries;
(b) related companies in which directors have substantial financial interest; and
(c) key management personnel of the Group’s, comprise persons (including directors) having the authority
and responsibility for planning, directing and controlling the activities directly or indirectly.
Significant related party transactions other than disclosed elsewhere in the financial statement are as follows:
Company
1.1.2017 1.1.2016
to to
30.6.2018 31.12.2016
(18 months) (12 months)
RM’000 RM’000
Subsidiary
- Interest expenses 524 340
106
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
29. RELATED PARTIES (cont’d)
Group Company
1.1.2017 1.1.2016 1.1.2017 1.1.2016
to to to to
30.6.2018 31.12.2016 30.6.2018 31.12.2016
(18 months) (12 months) (18 months) (12 months)
RM’000 RM’000 RM’000 RM’000
The Group leases number of premises under operating leases for average lease term between two to three years,
with option to renew the lease at the end of the lease term.
Future minimum rental payable under the non-cancellable operating lease at the reporting date is as follows:
Group
30.6.2018 31.12.2016
RM’000 RM’000
151 2,094
The following table analyses the financial instruments in the statements of financial position by the classes
of financial instruments to which they are assigned:
107
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
31. FINANCIAL INSTRUMENTS (cont’d)
Carrying L&R/
Amount FL AFS
RM’000 RM’000 RM’000
Group
30 June 2018
Financial assets
Other investment 623 – 623
Amount due from contract customers 17,316 17,316 –
Trade and other receivables* 6,855 6,855 –
Cash and bank balances 4,025 4,025 –
Financial liabilities
Amount due to contract customers (117) (117) –
Trade and other payables^ (21,157) (21,157) –
Loans and borrowings (34,418) (34,418) –
(55,692) (55,692) –
31 December 2016
Financial assets
Other investment 1,491 – 1,491
Amount due from contract customers 721 721 –
Trade and other receivables* 18,964 18,964 –
Cash and bank balances 1,120 1,120 –
Financial liabilities
Amount due to contract customers (6,780) (6,780) –
Trade and other payables^ (22,086) (22,086) –
Loans and borrowings (24,050) (24,050) –
(52,916) (52,916) –
Company
30 June 2018
Financial assets
Other investment 623 – 623
Trade and other receivables* 3,943 3,943 –
Amount due from subsidiaries 20,662 20,662 –
Cash and bank balances 82 82 –
Financial liabilities
Trade and other payables (18,729) (18,729) –
Amount due to subsidiaries (33,035) (33,035) –
Loans and borrowings (3,759) (3,759) –
(55,523) (55,523) –
108
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
31. FINANCIAL INSTRUMENTS (CONT’D)
Carrying L&R/
Amount FL AFS
RM’000 RM’000 RM’000
Company
31 December 2016
Financial assets
Other investment 1,491 – 1,491
Trade and other receivables* 4,366 4,366 –
Amount due from subsidiaries 25,055 25,055 –
Cash and bank balances 76 76 –
Financial liabilities
Trade and other payables^ (15,349) (15,349) –
Amount due to subsidiaries (35,813) (35,813) –
Loans and borrowings (7,930) (7,930) –
(59,092) (59,092) –
The Group’s and the Company’s activities are exposed to a variety of financial risks arising from their operations
and the use of financial instruments. The key financial risks include credit risk, liquidity risk, foreign currency
risk, interest rate risk and market price risk. The Group and the Company have adopted a financial risk
management framework whose principal objective is to minimise the Group’s and the Company’s exposure
to risks and/or costs associated with the financing, investing and operating activities of the Group and the
Company.
Credit risk is the risk of financial loss to the Group and the Company that may arise on outstanding
financial instruments should a counterparty default on its obligations. The Group’s and the Company’s
exposure to credit risk arises primarily from trade and other receivables. The Group and the Company
have a credit policy in place and the exposure to credit risk is managed through the application of
credit approvals, credit limits and monitoring procedures.
As at the reporting date, the maximum exposure to credit risk arising from trade and other receivables
is represented by their carrying amounts in the statements of financial position.
The carrying amount of trade and other receivables are not secured by any collateral or supported
by any other credit enhancements. In determining the recoverability of these receivables, the Group
and the Company consider any change in the credit quality of the receivables from the date the credit
was initially granted up to the reporting date. The Group and the Company have adopted a policy
of dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from
defaults.
109
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
31. FINANCIAL INSTRUMENTS (CONT’D)
The Group and Company use ageing analysis to monitor the credit quality of the trade receivables.
The ageing of trade receivables as at the end of the financial period/year is disclosed in Note 13 to
the financial statements.
Intercompany balances
The Company monitors the result of the subsidiaries in determining the recoverability of these
intercompany balances.
As at the end of the reporting period, the maximum exposure to credit risk is represented by their
carrying amounts in the statements of the financial position.
For other financial assets, the Group and the Company minimise credit risk by dealing exclusively with
high credit rating counterparties. At the reporting date, the Group’s and the Company’s maximum
exposure to credit risk arising from other financial assets is represented by the carrying amount of
the financial assets recognised in the statements of financial position.
Financial guarantee
The Company is exposed to credit risk in relation to financial guarantees given to banks in respect of
loans granted to a subsidiary. The Company monitors the results of the subsidiary for its repayment
on an on-going basis. The maximum exposure to credit risk amount to RM30,030,000 (31.12.2016:
RM15,353,000) representing the maximum amount the Company could pay if the guarantee is called
on.
As at the end of the reporting period, there was no indication that the subsidiary would default on
repayment.
The financial guarantees have not been recognised since the fair value on initial recognition was not
material.
Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial
obligations when they fall due. The Group’s and the Company’s exposure to liquidity risk arise primarily
trade and other payables, loans and borrowings.
The Group and the Company maintain a level of cash and cash equivalents and bank facilities deemed
adequate by the management to ensure, as far as possible, that they will have sufficient liquidity to
meet their liabilities when they fall due.
110
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
31. FINANCIAL INSTRUMENTS (CONT’D)
Maturity analysis
The maturity analysis of the Group’s and the Company’s financial liabilities by their relevant maturity
at the reporting date based on contractual undiscounted repayment obligation are as follows:
Group
30 June 2018
Financial liabilities
Loans and borrowings 34,418 32,757 2,129 12 34,898
Trade and other payables* 21,157 21,762 853 – 22,615
31 December 2016
Loans and borrowings 24,050 21,871 2,656 269 24,796
Trade and other payables* 22,086 33,427 3,162 – 36,589
Company
30 June 2018
Loans and borrowings 3,759 3,759 – – 3,759
Trade and other payables* 18,729 18,487 853 – 19,340
Amount due from subsidiaries 33,035 33,035 – – 33,035
31 December 2016
Loans and borrowings 7,930 7,930 – – 7,930
Trade and other payables* 15,349 14,408 3,162 – 17,570
Amount due from subsidiaries 35,813 35,813 – – 35,813
111
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
31. FINANCIAL INSTRUMENTS (CONT’D)
Interest rate risk is the risk of fluctuation in fair value or future cash flows of the Group’s and the
Company’s financial instruments as a result of changes in market interest rates. The Group’s and
Company’s exposure to interest rate risk arises primarily from its loans and borrowings with floating
interest rates. The Group and Company manage the net exposure to interest rate risks by monitoring
the exposure to such risks on an ongoing basis. The Group and the Company do not use derivative
financial instruments to hedge its risk.
The interest rate profile of the Group’s and the Company’s significant interest-bearing financial
instruments, based on carrying amounts as at the reporting period is as follows:
30.6.2018 31.12.2016
RM’000 RM’000
Group
Fixed rate instruments
Financial liabilities 2,105 6,819
Company
Fixed rate instruments
Financial liabilities 660 3,385
The Group and the Company do not account for any fixed rate financial liabilities at fair value through
profit or loss. Therefore, a change in interest rates as at the reporting period would not affect the profit
or loss.
At the reporting date, if the interest rate had been 100 basis points higher/lower, with all other variables
held constant, the Group’s and the Company’s profit/(loss) net of tax would have increased/(decreased)
by RM251,000 and RM61,000 (31.12.2016: RM157,000 and RM95,000) respectively as a result of
exposure to floating rate financial asset and liabilities.
112
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
31. FINANCIAL INSTRUMENTS (CONT’D)
Foreign currency risk is the risk of fluctuation in fair value or future cash flows of a financial instrument
as result of changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign
exchange rates relates primarily to the Group’s operating activities (when sales and purchases that are
denominated in foreign currency) and the Group’s net investment in foreign subsidiary. The currencies
giving rise to this risk are primarily United States Dollar (“USD”), British Pound (“GBP”) and European
Euro (“EURO”).
The Group’s financial liabilities that are not denominated in their functional currencies are as follows:
Group
30.6.2018 31.12.2016
RM’000 RM’000
Trade payables
USD 337 59
GBP 22 2
EURO 47 –
406 61
The following table demonstrates the sensitivity of the Group’s profit after tax to a reasonably possible
change in the USD, GBP and EURO, with all other variables held constant.
Group
30.6.2018 31.12.2016
RM’000 RM’000
Change in rate Effect on profit or loss
USD + 10% 26 5
- 10% (26) (5)
GBP + 10% 1 1
- 10% (1) (1)
EURO + 10% 4 –
- 10% (4) –
Market price risk is the risk that the fair value or future cash flows of the Company’s financial instruments
will fluctuate because of changes in market prices (other than interest or exchange rates).
The Group and the Company are exposed to market price risk arising from their investment in quoted
equity shares in Australia, which is classified as available-for-sale financial asset.
An increase in market price by 10% at the end of the reporting period would increase the profit net
of tax by RM47,000. A decrease in market price by 10% would have equal but opposite effect on
profit net of tax. This analysis assumes that all other variables remain constant.
113
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
31. FINANCIAL INSTRUMENTS (CONT’D)
The carrying amounts of financial assets and financial liabilities reported in the financial statements are
reasonable approximation to their fair values due to the relatively short term nature of these financial
instruments or that they are floating rate instruments.
The fair values of finance lease liabilities and amount due to third parties are estimated using discounted cash
flow analysis based on current borrowing for similar types of borrowing arrangements as at the reporting
date.
Level 1 fair value is derived from quoted prices (unadjusted) in active markets for identical assets or liabilities
that entity can access at the measurement date.
Level 2 fair value is estimated using inputs other than quote prices included within Level 1 that are observable
for the assets or liabilities, either directly or indirectly.
Level 3 fair value is estimated using inputs for the assets or liabilities that are not based on observable
market data (unobservable inputs).
There is no transfer between levels of fair values hierarchy during the financial period.
The following table provides the fair value measurement hierarchy of the Group’s and the Company’s financial
instruments:
Carrying
Amount Level 1 Level 2 Level 3
RM’000 RM’000 RM’000 RM’000
Group
30 June 2018
Financial asset
Other investment 623 623 – –
Financial liabilities
Financial lease liabilities 629 – – 963
Amount due to third party 660 – – 1,553
31 December 2016
Financial asset
Other investment 1,491 1,491 – –
Financial liabilities
Financial lease liabilities 767 – – 791
Amount due to third parties 3,385 – – 4,453
114
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
31. FINANCIAL INSTRUMENTS (CONT’D)
The following table provides the fair value measurement hierarchy of the Group’s and the Company’s financial
instruments: (Cont’d)
Carrying
Amount Level 1 Level 2 Level 3
RM’000 RM’000 RM’000 RM’000
Company
30 June 2018
Financial asset
Other investment 623 623 – –
Financial liability
Amount due to third party 660 – – 1,553
31 December 2016
Financial asset
Other investment 1,491 1,491 – –
Financial liability
Amount due to third parties 3,385 – – 4,453
The primary objective of the Group’s and of the Company’s capital management is to ensure that they maintain
a strong credit rating and healthy capital ratio in order to support their business and maximise shareholder value.
The Group and the Company manage their capital structure and make adjustments to it, in light of changes in
economic conditions. To maintain or adjust the capital structure, the Group and the Company may adjust the
dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made
in the objectives, policies and processes during the financial period/year ended 30 June 2018 and 31 December
2016.
The Group and the Company are not subject to any externally imposed capital requirements.
115
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
33. SEGMENT INFORMATION
The Group prepared the following segment information in accordance with MFRS 8 Operating Segments based
on the internal reports of the Group’s strategic business units which are regularly reviewed by the Group’s chief
operating decision maker for the purpose of making decisions about resource allocation and performance
assessment.
Segments
Investment holding : Investment holding
Manufacturing : Designing, manufacturing and sales of specialist vehicles equipment and related
products
Trading : Sales and servicing of fire fighting and specialist vehicles and sales of related
spare parts
: Sales of pyroshield gas and accessories
: Sales of maternity and baby products
Others : Dormant
The inter-segment transactions have been entered into in the normal course of business and have been established
on terms and conditions that are not materially different from those obtainable in transactions with unrelated parties.
Segment profit
Segment performance is used to measure performance as Group’s chief operating decision maker believes that
such information is the most relevant in evaluating the results of certain segments relative to other entities that
operate within these industries. Performance is evaluated based on operating profit or loss which is measured
differently from operating profit or loss in the consolidated financial statements.
Adjustments
Investment and
holding Manufacturing Trading Others eliminations Note Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
30 June 2018
Revenue:
External sales 1,571 45,780 9,172 – – 56,523
Inter-segment sales – 30,048 2,515 – (32,563) A –
Results:
Segment results (6,646) 3,489 (1,503) (7,686) 8,453 B (3,893)
116
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
33. SEGMENT INFORMATION (cont’d)
Adjustments
Investment and
holding Manufacturing Trading Others eliminations Note Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
30 June 2018
Impairment loss on trade
and other receivables (354) – – – – A (354)
Impairment loss on
land held for property
development – – – (5,914) – (5,914)
Impairment loss on
available-for-sale
financial asset (868) – – – – (868)
Impairment loss on
investment in
subsidiaries (21,073) – – – 21,073 –
Finance costs (1,739) (1,023) (9) – – (2,771)
Other information:
Land held for property
development – – – 21,787 – 21,787
Investment properties 46,237 – – – – 46,237
Capital additions 11 172 – – – 183
Depreciation of property,
plant and equipment 31 420 476 2 – 929
Assets:
Segment assets 108,460 69,797 35,232 27,142 (114,609) 126,022
Other investment 623 – – – – 623
Liabilities:
Segment liabilities 56,233 51,551 26,770 55,438 (130,751) C 59,241
117
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
33. SEGMENT INFORMATION (CONT’D)
Adjustments
Investment and
holding Manufacturing Trading Others eliminations Note Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
31 December 2016
Revenue:
External sales 1,219 20,201 3,339 – – 24,759
Inter-segment sales – 8,009 2,754 – (10,763) A –
Results:
Segment results 2,148 432 (106) (5,586) (1,137) B (4,249)
Other information:
Land held for property
development 7,667 – – 29,790 – 37,457
Investment properties 51,260 – – – – 51,260
Capital additions 13 394 58 – – 465
Depreciation of property,
plant and equipment 21 267 297 2 – 587
Assets:
Segment assets 131,255 64,612 29,015 35,203 (129,576) 130,509
Other investment 1,491 – – – – 1,491
Liabilities:
Segment liabilities 59,963 48,757 27,661 51,728 (121,119) C 66,990
118
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
33. SEGMENT INFORMATION (CONTINUED)
Major customers’ information is revenue from transaction with a single external customer amount to ten
percent or more of the Group’s revenue.
The following are major customers from manufacturing and service segments:
30.06.2018 31.12.2016
Manufacturing Service Manufacturing Service
RM’000 RM’000 RM’000 RM’000
The Group principally operating in Malaysia and hence, no geographical segment is presented.
(i) On 12 May 2014, Bellajade has commenced the action against the Company arising from the disputes in
relation to a Tenancy Agreement dated 21 February 2013 whereby the Company agree to rent a premise
for a rental of RM1,018,750 per month, commencing from 20 February 2013, for tenancy term of 3 years.
On 20 May 2015, the Kuala Lumpur High Court has dismissed Bellajade’s claims of RM8,401,757 to the
Company and allowed the Company’s counterclaim that the Tenancy Agreement for the sum of RM9,411,062
with interest of 4% on the pre-judgment sum and 5% on the post judgment sum, along with the cost of
RM30,000.
On 24 August 2016, the Court of Appeal allowed Bellajade’s appeal and set aside High Court Order dated
20 May 2015. The Court of Appeal further awarded costs of RM50,000 (for the Appeal Court and High
Court) to be paid to Bellajade. The Court of Appeal, however, stayed the Judgment granted in favour of
Bellajade pending the Company to file Motion for Leave to Appeal to the Federal Court.
On 13 November 2017, the Federal Court had allowed the Company’s Motion for Leave to appeal to the
Federal Court. The Federal Court also granted a stay of execution of the Judgment of the Court of Appeal
dated 24 August 2016.
On 25 September 2018, the Federal Court allowed the Company’s appeal against Bellajade and set aside
the Court of Appeal’s Judgment dated 24 August 2016. The Federal Court re-instated the High Court
Order dated 20 May 2015 which ordered that Bellajade’s claim against CME be dismissed, the tenancy
agreement between Bellajade and the Company as null and void and Bellajade to pay the Company the
sum of RM9,411,062, along with the cost of RM80,000.
On 4 October 2018, Bellajade has filed in the Federal Court a Notice of Motion for review of the Federal
Court’s decision and Notice of Motion to stay the execution of Federal Court’s order dated 25 September
2018. The Company will oppose both the Motions. The Court has fixed the hearing on 19 November 2018.
119
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
34. SIGNIFICANT EVENTS DURING AND SUBSEQUENT TO THE FINANCIAL PERIOD (cont’d)
(ii) On 31 January 2017, CME Properties (Australia) Pty Ltd (“CMEPA”) entered into a revised Deed of Forbearance
with a financial institution in Australia (“FIA”), where FIA agreed to forbear its right to sell the Mandurah land
in Australia and CMEPA agreed to pay a settlement sum of AUD3,702,945 (approximately RM11,990,000),
by instalments with the final date for repayment being 31 July 2017.
During the financial period, FIA had charged interest expenses and legal costs to CMEPA for a sum of
AUD644,015 (approximately RM2,005,000). The Company had made payment of total AUD2,860,000
(approximately RM9,200,000) to the FIA.
On 29 August 2017, the Company and CMEPA entered into a Deed of Settlement with the FIA, whereby
the parties agreed to finalise and settle certain matters between them at settlement sum of AUD1,548,659
(approximately RM4,969,000), inclusive of legal costs of AUD56,089 (approximately RM174,000). Each
party signed a discontinuance of the Supreme Court action and a dismissal of the winding up application
with no order as to costs. All proceedings between the parties are concluded and there is no further costs
or implications.
(iii) On 23 January 2017, the Company filed a Writ of Summons and Statement of Claim against a former
executive director of the Group and the Company (“Defendant”) due to alleged breach of director’s duties
which caused the Company to suffer losses. The Company is seeking damages and losses of AUD3,488,269
(approximately RM11,934,415) plus an interest rate of 5% per annum beginning from 1 January 2015 to
the date of full realisation of the Judgment Sum. This amount is to be assessed by Honourable Court at an
Assessment of Damages trial.
On 29 March 2017, the Company received the Statement of Defence and Counterclaim dated 27 March
2017 where the Defendant counterclaimed for a sum of RM11,667 and RM13,427 being the outstanding
director fees and approved claims forthwith from the day of the order respectively, with an interest at a rate
of 5% per annum from 10 February 2015.
On 21 July 2017, both Parties have resolved the matter amicably with the Company withdrawing the claim
against the Defendant and the Defendant withdrawing the counterclaim against the Company.
During the financial period, the Company had made adjustments in relation to reclassification of amount due from
subsidiaries in prior years.
The effects of this reclassification are as disclosed in the statement of financial position of the Company.
As previously As
stated Adjustment restated
RM’000 RM’000 RM’000
31 December 2016
Statement of financial position
Investment in subsidiaries
- Quasi loans (Note 9) – 33,859 33,859
120
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Notes to the
Financial Statements
(cont’d)
35. COMPARATIVE FIGURE (cont’d)
As previously As
stated Adjustment restated
RM’000 RM’000 RM’000
1 January 2016
Statement of financial position
Investment in subsidiaries
- Quasi loans (Note 9) – 33,211 33,211
During the financial period, the Company has changed its financial year end from 31 December to 30 June. The
current audited financial statements cover a period of 18 months and may not be comparable to the comparative
figures in the financial statements as the comparative figures covered a period of 12 months.
The comparative figures had been audited by another firm of chartered accountants other than Messrs. Baker
Tilly Monteiro Heng.
121
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
STATEMENT BY
DIRECTORS
We, AZLAN OMRY BIN OMAR and YM TUNKU NIZAMUDDIN BIN TUNKU DATO’ SERI SHAHABUDDIN, being
two of the directors of CME Group Berhad, do hereby state that in the opinion of the directors, the accompanying financial
statements set out on pages 52 to 121 are drawn up in accordance with Malaysian Financial Reporting Standards,
International Financial Reporting Standards and the requirements of Companies Act 2016 in Malaysia so as to give a
true and fair view of the financial position of the Group and of the Company as at 30 June 2018 and of their financial
performance and cash flows for the financial period then ended.
Signed on behalf of the Board of Directors in accordance with a resolution of the directors:
_____________________________________ _____________________________________
AZLAN OMRY BIN OMAR YM TUNKU NIZAMUDDIN BIN TUNKU
Director DATO’ SERI SHAHABUDDIN
Director
Petaling Jaya
Date: 22 October 2018
STATUTORY
DECLARATION
(Pursuant to Section 251 (1) of the Companies Act 2016)
I, LIM BEE HONG, being the officer primarily responsible for the financial management of CME Group Berhad, do
solemnly and sincerely declare that to the best of my knowledge and belief, the accompanying financial statements set
out on pages 52 to 121 are correct, and I make this solemn declaration conscientiously believing the same to be true,
and by virtue of the provisions of the Statutory Declarations Act, 1960.
_____________________________________
LIM BEE HONG
MIA Membership No: 8694
Subscribed and solemnly declared by the abovenamed at Petaling Jaya on 22 October 2018.
Before me,
NG SAY HUNG
No: B185
COMMISSIONER FOR OATHS
MALAYSIA
122
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
List of
Properties
Owned by:
CME GROUP BERHAD
123
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
List of
Properties
(cont’d)
Owned by:-
CME INDUSTRIES SDN BHD
GRN 84205, Lot 38559, Pekan 7,321 8 June 2018 Freehold 3 Storey 26.981
Country Height, District of Petaling, sq.m 28 years Office cum million
State of Selangor Darul Ehsan Factory
Building
Owned by:-
CME PROPERTIES (AUSTRALIA) PTY LTD
124
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Analysis oF
Shareholdings
as at 15 October 2018
Authorised Share Capital : Rm 1,000,000,000
Issued and Fully Paid Up : RM 49,496,725
Class of Shares : Ordinary Shares
DISTRIBUTION of Shareholdings
DIRECTORS’ SHAREHOLDINGS
SUBSTANTIAL SHAREHOLDERS
125
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Analysis of
Shareholdings
(cont’d)
THIRTY (30) Largest Shareholders
126
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Analysis of
ICULS Holdings
as at 15 October 2018
Number of Ten (10) - Years Zero Coupon Irredeemable Covertible Unsecured Loan Stock:
784,250,715 at 100% of its nominal value of rm0.04 each (“Iculs”)
127
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Analysis of
ICULS Holdings
(cont’d)
THIRTY (30) LARGEST ICULS HOLDERS
128
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Analysis of
Warrant Holdings
as at 15 October 2018
No. of Warrant Issued : 123,783,023
No. of Warrant Unexercised : 123,783,023
Exercise Price : RM0.01
Issue Date : 14 May 2018
Expiry Date : 13 May 2028
No. of Warrant Holders : 180
No. of % of No. of
Size of Warrant Holdings Warrant Warrant Warrant % of Issued
Holders Holders Held Warrant
129
CME GROUP BERHAD I ANNUAL REPORT 2018
(Company No. 52235-K)
Analysis of
Warrant Holdings
(cont’d)
THIRTY (30) LARGEST WARRANT HOLDERS
130
Proxy Form CME GROUP BERHAD
(Incorporated in Malaysia) • Company No. 52235-K
Number of
shares held
I/We, .................................................................................................................... NRIC No. ................................................
(PLEASE USE BLOCK LETTERS)
of .........................................................................................................................................................................................
of .........................................................................................................................................................................................
of .........................................................................................................................................................................................
As my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company, to be held at Delima
Room, Lobby Floor, Empress Hotel, Jalan ST 1C/7, Medan 88, Bandar Baru Salak Tinggi, 43900 Sepang, Selangor Darul
Ehsan on Tuesday, 27 November 2018 at 10.00 a.m. or any adjournment thereof.
The proportion of *my/our holding to be represented by *my/our proxies are as follows:-
(The next paragraph should be completed only when two proxies are appointed)
I/We direct my/our proxy to vote for against the Resolutions to be proposed at the Meeting as hereinunder indicated
No. RESOLUTIONS FOR AGAINST
1. Re-election of Y. Bhg. Dato’ Khairi Bin Mohamad who retires in accordance with
Article 83 of the Company’s Constitution.
2. Re-election of YAM Tengku Besar Tengku Kamil Ismail Bin Tengku Idris Shah who
retires in accordance with Article 83 of the Company’s Constitution.
3. To approve the payment of Directors’ fees of RM283,333 for the period from 1
January 2017 until 30 June 2018.
4. To approve the payment of Directors’ fees up to an amount of RM180,000 from 1
July 2018 until the conclusion of the next Annual General Meeting.
5. To re-appoint Messrs. Baker Tilly Monteiro Heng, as Auditors of the Company and to
hold office until the conclusion of the next Annual General Meeting, at a remuneration
to be determined by the Directors.
6. Authority to Allot and Issue Shares pursuant to the Companies Act, 2016.
7. Retention of Y.A.D. Dato’ Setia Tengku Indera Pahlawan Tengku Putra Alhaj Bin
Tengku Azman Shah Alhaj as an Independent Director.
8. Retention of Y. Bhg. Dato’ Khairi Bin Mohamad as an Independent Director.
(Please indicate with an ‘X’ in the appropriate box against each resolution how you wish your proxy to vote. If this form of
proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks fit).
Stamp
annual
(Company No. 52235-K) (Incorporated in Malaysia)
Lot 19, Jalan Delima 1/1, Taman Perindustrian Teknologi Tinggi Subang,
report 2018
47500 Subang Jaya, Selangor Darul Ehsan, Malaysia.
Tel: 03-5633 1188 Fax: 03-5634 3838