Annual Report 2012 - Amcorp Properties Berhad

Transcription

Annual Report 2012
Contents
2
Corporate Information
3
Corporate Structure
4
Group Financial Highlights
5
Profile of Directors
11
Chairman’s Statement
14
Statement on Corporate Governance
25
Additional Compliance Information
26
Statement on Internal Control
28
Audit Committee Report
33
Financial Statements
141
Analysis of Shareholdings
144
List of Properties
145
Notice of Annual General Meeting
Form of Proxy
Corporate Information
BOARD OF DIRECTORS
Azmi Hashim
Executive Chairman
Shalina Azman
Non-Independent Non-Executive Deputy Chairman
Tan Sri Dato’ Chen Wing Sum
Independent Director
Tan Sri Lee Lam Thye
Dato’ Ab. Halim bin Mohyiddin
Dato’ Che Md Nawawi bin Ismail
P’ng Soo Theng
Soo Kim Wai
Non-Independent Non-Executive Director
Lee Keen Pong
Managing Director
Shahman Azman
Deputy Managing Director
Dato’ Larry Gan Nyap Liou @ Gan Nyap Liow
COMPANY SECRETARIES
AUDITORS
Johnson Yap Choon Seng (MIA 20766)
Chua Siew Chuan (MAICSA 0777689)
BDO
Chartered Accountants
12th Floor, Menara Uni.Asia
1008 Jalan Sultan Ismail
50250 Kuala Lumpur
Tel : +603-2616 2888
Fax : +603-2616 2970
PRINCIPAL PLACE OF BUSINESS
2.01 PJ Tower
18 Persiaran Barat
46050 Petaling Jaya
Selangor, Malaysia
Tel
: +603-7966 2628
Fax : +603-7966 2629
Website : www.amcorpproperties.com
REGISTERED OFFICE
Level 7, Menara Milenium
Jalan Damanlela
Pusat Bandar Damansara
Damansara Heights
50490 Kuala Lumpur, Malaysia
Tel : +603-2084 9000
Fax : +603-2094 9940 / 2095 0292
2
Amcorp Properties Berhad
SHARE REGISTRAR
Securities Services (Holdings) Sdn Bhd
Jalan Damanlela
Damansara Heights
50490 Kuala Lumpur, Malaysia
Tel : +603-2084 9000
Fax : +603-2094 9940 / 2095 0292
STOCK EXCHANGE LISTING
Bursa Malaysia Securities Berhad
Main Market
(Listed on 28 November 1972)
Stock name : AMPROP
Stock code : 1007
Corporate Structure
Significant Operating Companies
PROPERTY DEVELOPMENT & INVESTMENT
Malaysia
Mechanical & Electrical
Engineering
Amcorp Prima Realty
Sdn Bhd
100%
Distrepark Sdn Bhd
100%
Regal Genius Sdn Bhd
100%
Taifab Properties
Sdn Bhd
100%
Living Development
Sdn Bhd
100%
HDCam Sdn Bhd
60%
Prisma Tulin Sdn Bhd
41%
Augustland Hotel
Sdn Bhd
40%
Bangi Hotel Sdn Bhd
ENGINEERING & INFRASTRUCTURE
Blue Star M&E Engineering
Sdn Bhd
51%
Power Engineering &
Construction
AMBC Transmission
Sdn Bhd
85%
Power Generation
Amcorp Perting Hydro
Sdn Bhd
100%
Highway Operation
Kesas Holdings Berhad
20%
20%
London
Country Realty Limited
100%
Neo Elements Limited
100%
NEOd Investments
LLP
75%
Old Burlington Limited
100%
Ten Acre (Mayfair)
Limited
25%
Annual Report 2012
3
Group Financial Highlights
Financial Year Ended 31 March
2008
2009
2010
2011
2012
Revenue (RM’000)
340,699
176,495
240,702
110,111
256,831
Profit for the year (RM’000)
(14,170)
18,451
35,920
50,987
103,668
Profit for the year attributable to owners of the
parent (RM’000)
(10,669)
17,678
33,660
48,681
101,976
Basic earnings per share (sen)
(1)
6
7
8
18
Profit on Total Equity (%)
(4)
5
7
9
15
-
-
-
-
6
Net current assets (RM’000)
(35,251)
44,240
140,685
98,436
345,504
Total assets (RM’000)
679,718
578,915
943,046
966,286
909,650
Equity attributable to owners of the parent (RM’000)
354,822
372,998
525,208
570,433
661,244
37 *
39 *
91
100
115
Gross dividend declared/proposed per share (sen)
Net asset per share attributable to owners of the
parent (sen)
*Before share consolidation exercise
Profit for the year
Basic earnings per share
(RM’000)
(sen)
103,668
100,000 –
80,000 –
60,000 –
40,000 –
18
20.00 –
120,000 –
15.00 –
10.00 –
5.00 –
20,000 –
0–
0–
(5.00) –
(20,000) –
2009
2010
2011
2012
2008
Equity attributable to owners
of the parent
120 –
661,244
140 –
600,000 –
100 –
80 –
300,000 –
60 –
200,000 –
40 –
100,000 –
20 –
2012
0–
0–
2008
4
2011
(sen)
700,000 –
400,000 –
2010
Net asset per share attributable
to owners of the parent
(RM’000)
500,000 –
2009
115
2008
2009
2010
2011
2012
2008
2009
2010
2011
2012
AZMI HASHIM
Executive Chairman
Encik Azmi Hashim, a Malaysian, aged 63, was appointed to the Board on 16 October 1991.
He is an accountant by training and has worked in various professional accounting firms both internationally
and locally. In Amcorp Properties Berhad (“AMPROP”), he has held the position of General Manager and was
appointed Managing Director and Director/Adviser on 16 October 1991 and 1 January 1998 respectively, prior to
his appointment as Chief Executive Officer on 1 February 2003. Encik Azmi was redesignated Executive Chairman of
AMPROP on 30 July 2007.
Encik Azmi also sits on the Board of Sapura Industrial Berhad.
SHALINA AZMAN
Non-Independent Non-Executive Deputy Chairman
Puan Shalina Azman, a Malaysian, aged 45, was appointed to the Board on 30 July 2007.
She holds a Bachelor of Science in Business Administration majoring in Finance and Economics from Chapman
University in California and in 1993, she obtained her Masters in Business Administration from University of Hull in
United Kingdom.
Puan Shalina first gained invaluable experience in the media industry when she was a Business Development Officer
with RCE Capital Berhad (“RCE”) in 1990. From 1995 to 1999, she was with Amcorp Group Berhad (“AMCORP”) as
Senior Manager, Corporate Planning. In January 2000, she rejoined RCE as the Executive Director and became the
Managing Director on 1 September 2000. She held the position until 31 July 2002, prior to assuming her current
appointment as Deputy Managing Director of AMCORP.
Apart from AMCORP, Puan Shalina also sits on the Board of RCE.
Annual Report 2012
5
TAN SRI DATO’ CHEN WING SUM
Y. Bhg. Tan Sri Dato’ Chen Wing Sum, a Malaysian, aged 80, has been a Director of the Company from 8 August 1997
to 8 December 2000. He resigned from the Board when he was elected President of the Senate and on 29 May 2003,
he was re-appointed as Independent Non-Executive Director of the Company following his retirement as President
of the Senate.
Tan Sri Dato’ Chen is by profession, an advocate and solicitor. He read law in Lincoln’s Inn, London and now serves as
Consultant to Messrs Michael Chen & Co. He also read Philosophy and Education in the Chinese University of Hong
Kong.
He has been involved in politics and Government service since 1964 and has served as member of Parliament from
1964 to 1986 and member of the Senate from 1997 to 2003. He has also served as Parliamentary Secretary, Secretary
General of Alliance, Minister with Special Function, Vice-President of MCA, Deputy President of MCA, Minister of
Housing, Local Government and New Village, Treasurer General of Barisan Nasional, Deputy President of the Senate
and President of the Senate during his tenure as member of Parliament and the Senate.
He has held positions of Chairman and Director in various corporations during 1972 to 2000. He also has vast
experience in international affairs and during his term of office as President of the Senate, he had officially visited
Japan, China, Middle East and Latin America.
Tan Sri Dato’ Chen is also the Deputy Chairman of Malaysian South-South Corporation Berhad.
TAN SRI LEE LAM THYE
Y. Bhg. Tan Sri Lee Lam Thye, a Malaysian, aged 66, was appointed to the Board on 1 March 2004.
Tan Sri Lee worked as a temporary school teacher after completing his secondary education at St. Michael’s
Institution, Ipoh and a trade unionist before entering politics in 1969. He was elected State Legislative Assemblyman
for Bukit Nenas, Selangor from 1969 to 1974 and served as Member of Parliament for Bandar Kuala Lumpur/Bukit
Bintang from 1974 to 1990. Following his retirement from politics in 1990, he continued to serve in public services
by contributing actively in the social arena.
He has served as Chairman of the National Services Training Council, member of the Malaysian Human Rights
Commission from 2000 to 2002 and member of the Special Royal Commission to enhance the operation and
management of the Royal Malaysian Police from February 2004 till May 2005.
Tan Sri Lee is the Chairman of the National Institute of Occupational Safety and Health (NIOSH) under the Ministry
of Human Resources, and the Vice Chairman and Member of the Executive Council of the Malaysia Crime Prevention
Foundation.
He also serves as Chairman and member of Board of Trustees of various foundations and charitable organisations.
From 1990 to 2012, he received various awards for his contribution to the nation.
His directorships in other public companies include MBM Resources Berhad, Media Prima Berhad and S P Setia
Berhad.
6
DATO’ AB. HALIM BIN MOHYIDDIN
Y. Bhg. Dato’ Ab. Halim bin Mohyiddin, a Malaysian, aged 66, was appointed to the Board on 30 July 2007. He
resigned from the Board on 12 August 2011, and was re-appointed as Independent Director of the Company on
1 November 2011.
He graduated with a Bachelor of Economics in Accounting from University of Malaya in 1971 and thereafter joined
Universiti Kebangsaan Malaysia as a Faculty member of the Faculty of Economics. He obtained his Master in Business
Administration from University of Alberta, Canada in 1973.
Dato’ Ab. Halim joined KPMG Malaysia in 1977 and had his early accounting training in both Malaysia and the United
States of America. He was made Partner of the firm in 1985. Prior to his retirement in October 2001, he was the
Partner in charge of the Assurance and Financial Advisory Services Divisions. He was also looking after the Secured
e-Commerce Practice of the firm.
He is a council member of the Malaysian Institute of Certified Public Accountants (MICPA) and was the President of
MICPA from 2004 to 2007. He is a member of the Malaysian Institute of Accountants (MIA).
His directorships in other public companies include Amway (Malaysia) Holdings Berhad, Digi.Com Berhad, ECM Libra
Financial Group Berhad, HeiTech Padu Berhad, Idaman Unggul Berhad, Idris Hydraulic (Malaysia) Berhad, KNM Group
Berhad, Kumpulan Perangsang Selangor Berhad, Petronas Gas Berhad, RCE Capital Berhad, Tahan Malaysia Berhad
and Utusan Melayu (Malaysia) Berhad.
DATO’ LARRY GAN NYAP LIOU
Y. Bhg. Dato’ Larry Gan, a Malaysian, aged 57, was appointed to the Board on 30 July 2007.
He is a Certified Management Consultant and Chartered Accountant.
Dato’ Larry Gan was with Accenture, a global management and technology consulting firm for 26 years until his
retirement in December 2004. He was a worldwide partner for 16 years and held many global leadership positions
including Managing Partner ASIA and Managing Partner Corporate Development Asia Pacific. He was Chairman of
the CEO Advisory Council and member of the Global Management Council from 1997 to 2004.
He served as Chairman of the Association of Computer Industry Malaysia (PIKOM), Vice President of the Association
of Asian Oceania Computer Industry Organisation, and a member of the Ministry of Science and Technology Think
Tank, Copyright Tribunal, and the Labuan International Financial Exchange Committee.
Dato’ Larry Gan is presently the Chairman of Cuscapi Berhad, Catcha Media Berhad and Diversified Gateway
Solutions Berhad and a Director of AmBank (M) Berhad, Tanjong Public Limited Company, Tien Wah Press
Holdings Berhad, AmIslamic Bank Berhad, Saujana Resort (M) Berhad, Prestariang Berhad, Formis Resources
Berhad and AMMB Holdings Berhad. He also serves as a Director of the Minority Shareholders Watchdog Group,
Chairman of British Malaysian Chamber of Commerce and Advisor to the Center for South East Asia Architectural
Heritage.
Annual Report 2012
7
DATO’ CHE MD NAWAWI BIN ISMAIL
Y. Bhg. Dato’ Che Md Nawawi bin Ismail, a Malaysian, aged 62, was appointed to the Board on 30 July 2007.
Dato’ Nawawi holds a Bachelor of Laws from the International Islamic University of Malaysia and practiced as an
advocate and solicitor in a legal firm between 1990 and 1991. Dato’ Nawawi was the Deputy Commissioner of Police
of the Malaysian Police Force until his retirement in February 2006. He had held several key positions during his 36
years of service with the Malaysian Police Force including the position of Head of Criminal Investigation Department
in the State of Sabah and Perlis, OCPD Cheras, Deputy Director Commercial Crime Division and Deputy Director,
Criminal Investigation Department in Bukit Aman.
Dato’ Nawawi also sits on the Board of RCE Capital Berhad.
P’NG SOO THENG
Mr. P’ng Soo Theng, a Malaysian, aged 57, was appointed to the Board on 1 June 2010.
He holds a Bachelor of Science in Valuation and Estate Management from the University of the West of England
(formerly known as Bristol Polytechnic). Mr. P’ng is a Fellow of the Royal Institution of Chartered Surveyors (RICS), a
Member of the Institution of Surveyors Malaysia (ISM) and Association of Valuers, Property Managers, Estate Agents
and Property Consultants in the Private Sector Malaysia (PEPS).
Mr. P’ng joined Messrs C H Williams Talhar & Wong, one of Malaysia’s leading real estate professional firm in 1981
and had held several senior positions until his redesignation where he now serves as Consultant of the firm. He was
made Partner and Director of the firm in 1989 and Senior Executive Director in 2004. In C H Williams Talhar & Wong,
his forte was undertaking consulting appointments and business development for the firm. Mr. P’ng was involved
in the valuation exercise for the listing of several REIT companies as well as the sale, structuring, acquisition and due
diligence for several high profile transactions involving hotels, commercial properties and commercial development
projects. His prior experience stems from a near three year stint in the public sector where he rose to the rank of
Acting State Director at the Valuation & Property Services Division, Ministry of Finance.
SOO KIM WAI
Non-Independent Non-Executive Director
Mr. Soo Kim Wai, a Malaysian, aged 51, was appointed to the Board on 30 July 2007.
Mr. Soo is a Chartered Accountant (Malaysian Institute of Accountants), a Certified Public Accountant (Malaysian
Institute of Certified Public Accountants), Fellow of the Certified Practising Accountant (CPA), Australia and Fellow
of the Association of Chartered Certified Accountants (ACCA), United Kingdom.
He joined Amcorp Group Berhad (“AMCORP”) in 1989 as Senior Manager, Finance and has since held various positions.
He was appointed as a Director of AMCORP on 13 March 1996 and subsequently as Managing Director on 1 January
1999. Before joining AMCORP, he was in the accounting profession for 5 years with Deloitte KassimChan from 1980
to 1985 and with Plantation Agencies Sdn Bhd from 1985 to 1989.
Apart from AMCORP, his directorships in other public companies include AMMB Holdings Berhad, Kesas Holdings
Berhad and RCE Capital Berhad. He also sits on the Board of British Malaysian Chamber of Commerce.
8
LEE KEEN PONG
Managing Director
Mr. Lee Keen Pong, a Malaysian, aged 50, was appointed Chief Executive Officer on 30 July 2007 and then to the
Board as Executive Director on 19 November 2007. He was promoted to Managing Director on 21 February 2012.
Mr. Lee joined Amcorp Group Berhad (“AMCORP”) in 1991 and has held various positions including Managing
Director of Mezzanine Capital (Malaysia) Sdn Bhd and was Head of Direct Investment and Property of AMCORP
before he was promoted to his current appointment. Prior to that, he has many years of audit and consultancy
experience with two international accounting firms, Coopers & Lybrand and KPMG.
Mr. Lee is a Chartered Accountant (Malaysian Institute of Accountants, Institute of Chartered Accountants England
and Wales) and a Certified Public Accountant (Malaysian Institute of Certified Public Accountants). He has served
as co-opted member on the Financial Statements Review Committee of Malaysian Institute of Certified Public
Accountants.
His directorships in other public companies include Kesas Holdings Berhad and MCM Technologies Berhad.
SHAHMAN AZMAN
Deputy Managing Director
Encik Shahman Azman, a Malaysian, aged 37, was appointed to the Board as Non-Independent Non-Executive
Director on 2 June 2008. He was redesignated to Executive Director of the Company on 1 June 2010 and promoted
to Deputy Managing Director on 21 February 2012.
After graduating from Chapman University, U.S.A. with a Bachelor of Communications, Encik Shahman joined
Amcorp Group Berhad (“AMCORP”) in 1996. He was subsequently promoted to General Manager spearheading the
Corporate Planning and Strategy portfolio. In 2001, he joined MCM Technologies Berhad, a subsidiary of AMCORP,
as General Manager of Corporate Planning and Strategy. His last held position in MCM Technologies Berhad was
Chief Investment Officer.
Encik Shahman later joined RCE Capital Berhad as Director of Corporate Affairs on 1 April 2004 and was promoted to
Director of Strategic Business Unit on 1 January 2006.
His directorships in other public companies include AMCORP and RCE Capital Berhad.
Annual Report 2012
9
DETAILS OF MEMBERSHIPS IN BOARD COMMITTEES
COMMITTEES OF THE BOARD
Audit
Committee
Nomination and
Remuneration
Committee
Chairman
Azmi Hashim
Shalina Azman
Options
Committee
Member
Member
Member
Chairman
Chairman
Dato’ Larry Gan Nyap Liou
Member
Member
P’ng Soo Theng
Soo Kim Wai
Member
Lee Keen Pong
Member
Member
Shahman Azman
Notes:
Save as disclosed below, none of the Directors have any family relationship with any Directors and/or major shareholders of the
Company:
(i) Encik Azmi Hashim is the brother of Tan Sri Azman Hashim (“TSAH”), a major shareholder of the Company;
(ii) Puan Shalina Azman is the daughter of TSAH; and
(iii) Encik Shahman Azman is the son of TSAH.
None of the Directors have any conflict of interest with the Company.
None of the Directors have been convicted for offences within the past 10 years.
10
On behalf of the Board of Directors,
I am pleased to present the 46th
Annual Report and Audited Financial
Statements of the Group and the
Company for the financial year ended
31 March 2012.
Review of results
Strategy and Operations review
I am pleased to report that for the financial year (‘FY’)
ended 31 March 2012 the Group made a record profit
after tax of RM103.7 million. This was achieved on the
back of our success in our recent investments in London
commercial properties and from higher contribution from
our associate companies. This achievement represents a
continuing record of profitability for the Group for the 4th
consecutive year since its transformation into a focused
property, engineering and infrastructure Group.
Property Investment
The Group’s shareholders’ fund at 31 March 2012
amounted to RM661.2 million and this translates into a
net asset value per share of RM1.15. The Group’s gearing
ratio has been reduced from 32% in FY 2011 to 20% in FY
2012 and the Group’s cash and cash equivalents increased
from RM28.9 million to RM152.0 million.
Following its first large and successful foray into the
London commercial property market, the Group
continued to focus on prime central London areas by
acquiring 2 properties to add to its property portfolio.
The first one is a residential block which was converted
from a commercial block in fashionable Baker Street and
the second, an existing and tenanted 5-storey 10 units
apartment block in Lexham Gardens, Kensington.
The Group’s strategy to venture into the London property
market has proven to be timely and rewarding. During
the financial year the Group disposed the freehold
office buildings located at 40/50 Eastbourne Terrace,
Paddington, London which was acquired less than 2 years
earlier, for a net profit of RM70.0 million, giving a return
on equity in excess of 116%.
Annual Report 2012
11
Encouraged by the recent invaluable experience and
knowledge of the London property market, the Group
aims to capitalise on its success by expanding its
technical capability and the breadth of targeted property
investment opportunities in London. In line with this aim,
at the end of the FY 2012, the Group entered into a joint
venture investment with 2 other prominent UK based
companies, Native Land Limited and Grosvenor Limited
to participate in the development of Pavilion D, a block
of 53 upmarket and trendy suites in the multiple-award
winning NEO Bankside project, located on the banks of
river Thames and next to the Tate Modern museum, with
an investment valuation of GBP62.5 million.
Native Land Limited is an award winning property
developer that specialises in the London residential
and mixed-use markets while Grosvenor Limited is a
household UK property developer and investor for more
than three centuries. NEO Bankside had recently won the
Development of the Year in the RESI Awards 2012, Best
Large Development in the Evening Standard New Homes
Awards 2012 and overall winner of the London Evening
Standard Awards 2012 and in the prestigious International
Property Awards 2011, NEO Bankside was awarded the
Best International Development - Multiple Units.
Subsequent to the financial year and in June 2012, the
Group disposed its Lexham Gardens apartment block with
a net gain of approximately RM6.6 million. This investment
was also held for less than 2 years and provided a return
on equity in excess of 33%. In addition, the Group has
also started to market its Baker Street apartment units in
Hong Kong, Singapore and London and has so far seen
encouraging sales. The sale of these Baker Street units will
contribute significantly to the Group’s future profitability.
(L to R) : Evening Standard New Homes Awards 2012, RESI Awards 2012
and London Evening Standard Awards 2012.
12
Continuing its focus on prime central London areas, in July
2012, the Group re-invested its profits and capital via a
joint venture with HPL (Mayfair) Pte. Ltd., a wholly owned
subsidiary of Hotel Properties Limited which is listed on
the Singapore Stock Exchange and a UK company to
acquire a building block in the highly prestigious and
exclusive Mayfair, London area with a total expected
capital outlay of GBP23.8 million. The project plan
involves the redevelopment and conversion of the
existing commercial building into high-end residential
apartments in this famous London location.
As part of the Group’s effort to reduce its non or low
yield income producing assets, the Group disposed its
land in Sepang, Selangor for a cash consideration of
RM122.3 million. Part of the proceeds was utilised for the
acquisition of retail and office lots, business suites and car
park bays within a mixed commercial development known
as Amcorp Trade Centre (‘ATC’) located in Petaling Jaya,
Selangor with a net lettable area of more than 177,000 sq
ft for RM84.9 million. The balance was utilised to reduce
borrowings to further improve the Group’s debt ratio.
ATC generates a sustainable net rental yield in excess of
7% per annum and steps are in place to further enhance
this current rental yield.
Property Development
Apart from the active involvement in London, the Group
also launched its Pearl Avenue housing project in Sibujaya,
Sarawak with a gross development value (‘GDV’) of RM50.3
million comprising 170 units of 1½-storey and doublestorey terrace houses. The Group’s current and fully sold
Seri Mutiara housing project in Salak South, Selangor with
a GDV of RM48.4 million is expected to be completed in the
4th quarter of FY 2013 and the on-going and all-bungalow
housing project at Kayangan Heights, Shah Alam, is also
progressing well with the completion of 27 units Kenanga
Woods bungalows and the in-progress 15 units Begonia
Crescent bungalows with a GDV of RM100.4 million. The
progress made has enhanced the overall landscape and
breadth of the area. The Group’s total unbilled sales for
property development currently stand at RM36.3 million.
Power and Infrastructure
The Group’s 4MW hydropower plant operational since
December 2009, located at Sg. Perting, Pahang continues
to perform efficiently with a higher electricity output. Our
mini-hydro plant is known as an outstanding model of a
mini hydro plant in Malaysia. Hydro power is one of the
renewable energy sources falling under the feed-in-tariff
mechanism. Under the Renewable Energy Act, the Group
is eligible to sell its renewable energy for a duration of 21
years, ending in year 2031. In July 2012 the Group signed
a new power purchasing agreement incorporating a
tariff rate that is higher than the existing rate by 44% for
every MW generated. This tariff increase will enhance the
project’s current profitable operation.
The Group is currently carrying out feasibility studies as
part of its effort to increase the capacity of its existing
hydropower plant, in addition to working on a second
hydropower plant as an expansion plan.
The Group has also initiated plans to tap on other
renewable energy resources such as solar power using
solar photovoltaic systems and is currently in the midst of
finalising the action plans. The Group aims to expand its
renewable energy business and has identified a potential
investment of more than RM140 million over the next
two years for it to participate in the industry’s need to
diversify out of traditional energy resources through the
Government’s Economic Transformation Programme.
Dividend
A special dividend of 3 sen per ordinary share, less tax
of 25% was paid on 12 October 2011 in respect of the
financial year ended 31 March 2012.
The Board is proposing a final dividend of 3 sen per
ordinary share, less tax of 25% for approval of the
shareholders at the forthcoming Annual General Meeting.
If approved by shareholders, the total dividend payout for
the financial year ended 31 March 2012 will be 6 sen per
ordinary share.
Outlook
The Group will continue to focus on its property,
engineering and infrastructure division with selected
investments in central London properties and the
continuous development of its existing land banks. The
Engineering division is gathering strength and continues
to search out for growth opportunities locally and
regionally. With the Group’s recent active involvement in
renewable energy, the infrastructure division’s long term
growth prospect is expected to be enhanced. Barring any
unforeseen circumstances, the Group can look forward
to another profitable year ahead and create value for
shareholders.
Engineering
Acknowledgements
The Engineering Division continues to expand its
transmission projects in Peninsular Malaysia and during
the financial year secured projects from Tenaga Nasional
Berhad (‘TNB’) with a total contract value of RM67.9
million and of which two projects with a contract value of
RM11.9 million, were completed in FY 2012. Maintaining
the continuous growth of transmission works, in May
2012 AMBC Transmission was awarded with another
transmission project from TNB with contract value of
RM24.6 million.
On behalf of the Board, I would like to extend our
appreciation and gratitude to our shareholders, customers,
suppliers, bankers, business associates and various
government authorities for the support and continued
trust in us throughout the years.
Blue Star M&E Engineering continued to focus on its
mechanical engineering works on Heating, Ventilation
and Air-Conditioning (‘HVAC’) for shopping malls, office
buildings, hospitals and hotels. For FY 2012 the company
had a total contract worth of RM133.6 million and recently,
it secured two new contracts worth RM62.5 million for the
St Regis, Kuala Lumpur and Shah Alam Hospital taking the
total HVAC contract value to date to RM196.1 million.
Last but not least, I would like to extend my sincere
gratitude to my fellow Board members for their
contribution and guidance and appreciation to our
dedicated management team and committed staff for
their hard work and continuous effort over the years.
Azmi Hashim
Executive Chairman
3 August 2012
Annual Report 2012
13
The Board of Directors of Amcorp Properties Berhad (“AMPROP” or “the Company”) recognises the importance of
safeguarding and promoting the interests of shareholders. The Board is committed to uphold the value of good
corporate governance by continuously advocating transparency, accountability, integrity and responsibility to enhance
long term shareholders’ values and safeguarding the stakeholders’ values.
The Board is pleased to report on the corporate governance practices of the Company and the manner in which the
Company has complied with the principles and best practices as set out in the Malaysian Code on Corporate Governance
(Revised 2007) (“Code”).
BOARD OF DIRECTORS
Board Composition and Balance
The Group is helmed by an effective and experienced Board comprising individuals of caliber and credibility from a
diverse professional backgrounds with a wealth of experience, skills and expertise. The Directors together as a team set
the values and standards of the Company and ensures that the Group’s business is properly managed to safeguard the
Group’s assets and shareholders’ investment. A brief profile of each Director is set out in the Profile of Directors section
of this Annual Report.
The Board’s composition of eleven (11) members, comprising three (3) Executive Directors, two (2) Non-Independent
Non-Executive Directors and six (6) Independent Directors is in compliance with paragraph 15.02 of Bursa Malaysia
Securities Berhad Main Market Listing Requirements (“Listing Requirements”). The independent directors which make
up more than half the Board play a crucial role in the exercise of independent assessment and objective participation
in Board deliberations and the decision-making process. The independent directors do not participate in the
day-to-day management of the Company and do not engage in any business dealings and are not involved in any other
relationship with the Company which could materially interfere with the exercise of their independent judgement.
The role of the Executive Chairman, Encik Azmi Hashim and Managing Director, Mr. Lee Keen Pong are separate with
clear distinction of responsibility between them. The Executive Chairman is primarily responsible for the orderly conduct
and working of the Board whilst the Managing Director is responsible for the day-to-day running of the business and
implementation of Board’s policies and decisions.
The Board has not identified any independent director as the senior independent director. Any concerns relating to the
Group may be conveyed by the stakeholders to any of the independent directors.
The Board through the Nomination and Remuneration Committee conducts an annual review of the performance of
the Board to ensure that it is continuously effective. The review is conducted via a set of questionnaires to assist the
reviewer in his assessment and is spread over the following three (3) key areas:
•
•
•
14
the effectiveness of the Board as a whole;
Board size, composition and balance; and
contributions of individual Directors/Managing Director to the Board.
Duties and Responsibilities
The Board’s principal focus is the overall strategic direction, development and control of the Group. In support of this
focus, the Board maps out and reviews the Group’s medium and long term strategic plans on an annual basis, so as to
align the Group’s business directions and goals with the prevailing economic and market conditions. It also reviews
the management’s performance and ensures that necessary financial and human resources are available to meet the
Group‘s objectives. The Board’s other main duties include regular oversight of the Group’s business performance, and
ensuring that the internal controls and risk management processes of the Group are well in place and are implemented
consistently to safeguard the assets of the Group.
On-going succession planning and training which is aligned to the organisation’s objectives are put in place to ensure
orderly management transition in the Group.
Board Meetings and Supply of Information
The Board meets at least four (4) times annually with additional meetings convened as and when deemed necessary.
During the financial year, the Board met five (5) times where it deliberated and considered a variety of matters including
the Group’s financial results, budget and strategy, corporate proposals and strategic issues that affect the Group’s
business operations.
The Board and Board Committees meetings are planned in advance prior to the commencement of a new year and the
schedule is circulated to the Directors and Committee members well in advance to enable them to plan ahead. Board
members are given at least seven (7) days’ notice before any Board meeting is held. The agenda for each Board meeting
and papers relating to the matters to be deliberated at the meeting are forwarded to all Directors for perusal prior to
the date of the Board meeting. The Board papers are comprehensive covering agenda items to facilitate informed
decision-making. In between Board meetings, approvals on matters requiring the sanction of the Board are sought
by way of circular resolutions enclosing all relevant information to enable the Board to make informed decisions. All
circular resolutions approved by the Board will be tabled for notation at the next Board meeting.
The Board also peruse the decisions deliberated by Board Committees through minutes of these Committees. The
Chairman of the Board Committees is responsible to inform the Directors at Board meetings of any salient matters
noted by the Committees and which require the Board’s notice or direction. All proceedings of Board meetings are
minuted and signed by the Chairman of the meeting in accordance with the provisions of Companies Act, 1965.
There is a schedule of matters reserved specifically for Board’s deliberation, such as approval of corporate plans and
annual budgets, recommendation of dividends, acquisitions and disposals of undertakings and properties of
substantial value.
Where a potential conflict of interest arises, it is mandatory for the Director concerned to declare his interest and
abstain from the deliberation and decision-making process.
The Board has complete and unrestricted access to information relating to the Group’s businesses and affairs. The Board
may require to be provided with further details on the matters to be considered. Senior management are invited to
attend the Board meetings to brief and provide comprehensive explanation on pertinent issues. Professional advisers
appointed by the Company for corporate proposals to be undertaken by the Company would also be invited to render
their advice and opinion to the Directors. The Directors, whether collectively as a Board or in their individual capacity,
have the liberty to seek external and independent professional advice, if so required by them, in furtherance of their
duties at the Company’s expense.
Annual Report 2012
15
The Directors are notified of any corporate announcements released to Bursa Malaysia Securities Berhad. They are also
notified of the impending restriction in dealing with the securities of the Company at least thirty (30) days prior to the
targeted release date of the quarterly financial results announcement.
All Directors have direct access to the advice and services of the Company Secretaries. The Company Secretaries are
responsible in ensuring that Board procedures are met and constantly advise the Directors on compliance issues.
Details of attendance of Directors at Board meetings during the financial year are as follows:
Name of Director
No. of Meetings Attended
Azmi Hashim
5/5
Shalina Azman
5/5
5/5
4/5
5/5
4/5
5/5
P’ng Soo Theng
5/5
Soo Kim Wai
5/5
Lee Keen Pong
5/5
Shahman Azman
4/5
Appointment to the Board
The proposed appointment of new Board members as well as the proposed re-election/re-appointment of existing
Directors who are seeking re-election/re-appointment at the annual general meeting are first considered and evaluated
by the Nomination and Remuneration Committee. Upon its evaluation, the Nomination and Remuneration Committee
will make recommendations on the proposal(s) to the Board for approval. The Board makes the final decision on the
proposed appointment or re-election/re-appointment to be presented to shareholders for approval.
Re-election of Directors
In accordance with the Company’s Articles of Association, one-third (1/3) of the Directors are subject to retirement by
rotation at every annual general meeting and provided always that all Directors shall retire from office at least once
every three (3) years but shall be eligible for re-election. Directors who are appointed by the Board are subject to
re-election by the shareholders at the annual general meeting held following their appointments.
Directors of or over 70 years of age are required to submit themselves for re-appointment annually in accordance with
Section 129(6) of Companies Act, 1965.
16
Directors’ Training
The Board acknowledges the importance of continuous education and training in order to broaden one’s perspective
and to keep abreast with the current and future developments in the industry and global markets, regulatory updates
as well as management strategies to enhance the Board’s skills and knowledge in discharging their duties. Orientation
programme is initiated for newly appointed Directors to familiarise them with the Group’s business. All the Directors
have attended the Mandatory Accreditation Programme prescribed by Bursa Malaysia Securities Berhad.
During the financial year under review, the Company had organised in-house seminar on “Budget 2012 – National
Transformation Policy: Welfare of Rakyat, Well Being of the Nation” conducted by external consultants for the Directors
and senior management. The Directors also continued to attend and participate in various training programmes,
briefings, conferences and seminars, which they have individually considered as relevant and useful to further enhance
their business acumen and professionalism in discharging their stewardship responsibilities.
Some of the programmes attended by the Directors during the financial year ended 31 March 2012 are as follows:
Key Areas
Topics
Corporate Governance
• The Securities Commission's New Corporate Governance Blueprint – What
does it mean for your Company
• ICAA – MICPA Forum:
- Improving Corporate Governance in Malaysia Capital Markets – The Role of
Audit Committee
• Securities Commission-Bursa Malaysia Corporate Governance Week 2011:
- Stand Up & Take Charge: Shareholders Rights to Shareholders
Responsibilities
Directors’ Duties &
Obligations
• Performance Planning (Job Analysis – KRAs & KPIs Workshop)
• The Board’s Responsibility for Corporate Culture – Selected Governance
Concerns and Tools for Addressing Corporate Culture and Board Performance
• Board of Directors’ Workshop
• Sustainability Programme for Corporate Malaysia – Consumer Products,
Finance, Technology & Closed End Funds
• Director and Senior Executives Compensation Seminar
Leadership
• Negotiate to Win Masterclass
Financial, Taxation
& Investment
•
•
•
Budget 2012 – “National Transformation Policy: Welfare of Rakyat, Well Being
of the Nation”
Forensic Accounting
Budget 2012 Tax Seminar
Laws & Regulations
• Updates of 2011 new & revised FRSs and new Listing Requirements of Bursa
Malaysia Securities Berhad
• Amendments to the Valuers, Appraisers and Estate Agents Act 1981
Annual Report 2012
17
Key Areas
Business &
Economics
Topics
•
•
•
•
•
•
Third World Chinese Economic Forum
Promoting Trade Between Malaysia and UK
Moving Towards a Developed Nation and High Income Economy
Credit Suisse Market Outlook Lunch Seminar
Will We Ever Achieve Meritocracy
The MIA-AFA Conference – Converge, Transform, Sustain: Towards World Class
Excellence
• Credit Suisse Market Outlook Seminar
• Premier Luncheon with Lord Stephen Green, Minister of State for Trade and
Investment (UK)
• 15th Asian Investment Conference
The Nomination and Remuneration Committee has reviewed and is satisfied that the Directors have received the
necessary training during the financial year under review which enhanced their effectiveness and contribution to the
Board.
Directors’ Remuneration
All Non-Executive Directors are paid Directors’ fees as approved by the shareholders at the annual general meeting
based on the recommendation of the Board. The determination of the level of fees of the Non-Executive Directors
is a matter decided by the Board as a whole to ensure that it is sufficient to attract and retain the services of the
Non-Executive Directors which are vital to the Company. Meetings attendance allowance are paid to Non-Executive
Directors in accordance with the number of meetings attended during the financial year. Individual Directors will
abstain from participating in the discussion and decision of their own remuneration.
For the Executive Directors, the remuneration packages link rewards to individual as well as corporate performance
and achievement of key performance indicators, taking into consideration the market and industry practice. Long term
incentives are implemented through share option scheme. The Company has in place Directors’ and Officers’ liability
insurance (“D&O”) and the Directors are required to contribute jointly to the premium of the D&O policy.
Details of the remuneration of the Directors of the Company for the financial year ended 31 March 2012 are as
follows:
•
Aggregate Remuneration
Category
Fees
Other Emoluments
Defined contributions
Benefits-in-kind
18
Executive Directors
(RM)
Non-Executive
Directors (RM)
Total
(RM)
4,000
4,286,164
865,116
416,207
188,000
100,000
15,120
91,120
192,000
4,386,164
880,236
507,327
•
Analysis of Remuneration
No. of Executive
Directors
No. of Non-Executive
Directors
RM50,000 & below
-
7
RM200,001 – RM250,000
-
1
RM950,001 – RM1,000,000
1
-
RM2,250,001 – RM2,300,000
1
-
RM2,300,001 – RM2,350,000
1
-
Range of Remuneration
The disclosure of Directors’ remuneration is made in accordance with Appendix 9C, Part A, item 11 of the Listing
Requirements. The Board is of the opinion that the disclosure of Directors’ remuneration through “band disclosure” is
sufficient to meet the objectives of the Code. Separate and detailed disclosure of individual Director’s remuneration
would not add significantly to the understanding of shareholders and other interested persons in this aspect.
WHISTLE BLOWING POLICY
The Group in its effort to enhance corporate governance has put in place a whistle blowing policy to provide an avenue
for employees and stakeholders to report genuine concerns about malpractices, unethical behaviour, misconduct or
failure to comply with regulatory requirements without fear of reprisal. Any concerns raised will be investigated and a
report and update is provided to the Audit Committee.
BOARD COMMITTEES
The Board has delegated certain responsibilities to the Board Committees which operate within defined terms of
reference approved by the Board to assist the Board in discharging its fiduciary duties and responsibilities. The Board
Committees include the Audit Committee, Nomination and Remuneration Committee and Options Committee.
The Board Committees exercise transparency and full disclosure in their proceedings. Where necessary, issues
deliberated by the Board Committees are presented to the Board with the appropriate recommendations. The ultimate
responsibility for the final decision on all matters however, lies with the Board.
The Board Committees in AMPROP are as follows:
Audit Committee
The Audit Committee comprises three (3) Independent Non-Executive Directors and is in compliance with the Listing
Requirements. The members of the Audit Committee are as follows:
1.
(Independent Director) – Chairman
2.
(Independent Director)
3.
Annual Report 2012
19
The Audit Committee’s principal role is to reduce conflicts of interest particularly between management and
shareholders and to ensure that the Group’s assets are utilised efficiently. As part of the Audit Committee’s
responsibilities, they would review the Company’s financial statements, related party transactions and the system of
internal controls. They may also consider whether procedures on internal audit are effective at monitoring adherence
to the Company’s standards and values.
During the financial year, the Audit Committee held five (5) meetings whereby the external auditors attended two (2)
of the meetings and also met with the Committee members without the presence of the management and Executive
Directors at one (1) of the meeting.
A full Audit Committee Report enumerating its membership, summary of the terms of reference and a summary of
activities during the financial year are set out in the Audit Committee Report.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises entirely of Non-Executive Directors and its members are as
follows:
1.
(Independent Director) – Chairman
2.
3.
4.
Soo Kim Wai
(Non-Independent Non-Executive Director)
The role of the Nomination and Remuneration Committee, set out in its terms of reference, includes among others, the
following:
(a) Appointment and Evaluation
(i) To consider and recommend candidates for directorship to the Board and membership to Board Committees
based on the following broad criteria:
- skills, knowledge, expertise and experience;
- professionalism;
- integrity; and
- for independent non-executive directors, the ability to discharge their duties.
(ii) Reviewing annually the required mix of skills, experience and other qualities, including core competencies,
which Directors should bring to the Board.
(iii) Assessing annually the effectiveness of the Board as a whole, including its size and composition, the
committees of the Board and the contribution of each individual Director.
(iv) Reviewing the training needs of Directors.
(b) Remuneration
(i) To recommend to the Board on the framework or broad policy for the remuneration of the Company’s or
Group’s Chief Executive and other senior management as the Committee is designated to consider.
20
The Nomination and Remuneration Committee meets at least once in a financial year and whenever required. The
Committee met twice during the financial year. During the financial year, the Nomination and Remuneration Committee
undertook the following:
•
•
•
•
•
•
•
•
•
evaluation exercise on the effectiveness, composition and balance of the Board as well as effectiveness of the
Committees and contribution of each individual Director of the Company;
reviewed all Directors who are due for re-election/re-appointment at the Company’s Forty-Fifth Annual General
Meeting to determine whether or not to recommend their re-election/re-appointment;
reviewed the training courses attended by the Directors;
reviewed the remuneration package for the Executive Chairman, Chief Executive Officer and Executive Director;
reviewed and recommended the promotion of the Chief Executive Officer and Executive Director of the Company
to Managing Director and Deputy Managing Director respectively and their remuneration package;
reviewed the renewal of Service Agreement for the Executive Chairman;
reviewed the establishment of Options Committee of the Company;
reviewed the terms of Contract of Service for the Executive Director; and
reviewed and recommended the appointment of Y. Bhg. Dato’ Ab. Halim bin Mohyiddin as an Independent
Non-Executive Director and Chairman of the Audit Committee.
The Committee also reviewed the size of the Board and had concluded that it was appropriate.
Options Committee
The Company, with the approval of its shareholders obtained at the Extraordinary General Meeting held on
21 September 2011, had established the Employees’ Share Option Scheme (“Scheme”) and the Scheme was
implemented on 28 September 2011.
The Options Committee was established on 30 September 2011 to administer the Scheme in accordance to the
Bylaws governing and constituting the Scheme as approved by the shareholders. The members of the Options
Committee are as follows:
1.
Azmi Hashim
(Executive Chairman) – Chairman
2.
Shalina Azman
(Non-Independent Non-Executive Deputy Chairman)
3.
Soo Kim Wai
(Non-Independent Non-Executive Director)
4.
Lee Keen Pong
(Managing Director)
5.
Yap Choon Seng
(Group Chief Financial Officer/Company Secretary)
The Options Committee meets as and when required. There was no meeting held during the financial year.
Annual Report 2012
21
ACCOUNTABILITY AND AUDIT
Financial Reporting
The Board endeavours to present a balanced and comprehensive assessment of the Group’s financial performance
through the annual audited financial statements and quarterly announcement of financial results to shareholders. The
Board is assisted by the Audit Committee to oversee the Group’s financial reporting processes and the quality of its
financial reporting.
Directors’ Responsibility Statement
The Directors are required by the Companies Act, 1965 to ensure that the financial statements prepared for each
financial year give a true and fair view of the state of affairs of the Group and the Company as at the end of the financial
year, and of the results of their operations and cash flows for the financial year. The Directors consider that in preparing
the financial statements, the Directors have consistently used and applied the appropriate and relevant accounting
policies and made judgements and estimates that are reasonable and prudent.
The Directors have a general responsibility in ensuring that the Company and the Group keep proper accounting
records in accordance with the provisions of the Companies Act, 1965 to enable the preparation of the financial
statements with reasonable accuracy. The Directors are also responsible for taking reasonable steps to safeguard
the assets of the Company and the Group to prevent and detect fraud and other irregularities.
Internal Control
The Board acknowledges its overall responsibility in maintaining an internal control system that provides reasonable
assurance of effective and efficient operations, compliance with laws and regulations, as well as internal procedures
and guidelines. However, the Group’s system of internal control is designed to manage and not eliminate the risk
of failure to achieve the Group’s objectives, hence the internal control system can only provide reasonable and not
absolute assurance against the risk of material errors, fraud or loss.
The Statement on Internal Control, which provides an overview of the state of internal control within the Group, is set
out on pages 26 to 27 of this Annual Report.
Audit Committee
The Audit Committee conducts a review of the Internal Audit Function in terms of its authority, resources and scope as
defined in the Internal Audit Charter adopted by the Group. The minutes of the Audit Committee meetings are tabled
to the Board for perusal and for action where appropriate.
Relationship with Auditors
The Company, through its Audit Committee, has established a transparent and appropriate relationship with the
Company’s auditors, both internal and external. It is the policy of the Audit Committee to meet the external auditors
to discuss their audit plan, audit findings and the financial statements. The Audit Committee also meets the external
auditors without the presence of the management and executive Board members.
The roles of both the internal and external auditors are further described in the Audit Committee Report.
22
RELATIONSHIP AND COMMUNICATION WITH SHAREHOLDERS AND INVESTORS
Communication with Shareholders
The Board is committed to provide shareholders and investors accurate, useful and timely information about the
Company, its businesses and its activities. The Company has regularly communicated with shareholders and investors
in conformity with the disclosure requirements.
The Company’s annual general meeting remains the principal forum for dialogue and interaction with shareholders
and provides an opportunity for the shareholders to seek and clarify any issues and to have a better understanding of
the Group’s business and corporate development.
The Group ensures that timely disclosures are made to the public with regard to the Group’s corporate proposals,
financial results and other required announcements.
Corporate and financial information of the Group as well as the Company’s announcements to Bursa Malaysia Securities
Berhad are also made available to the public through the Company’s website at www.amcorpproperties.com.
Investor Relations
The Board also encourages and values dialogues with its investors. Personnel of the Company have always looked
forward to holding discussions with analysts and shareholders from time to time.
Primary contact for investor relations matters is Mr. Johnson Yap Choon Seng, the Company Secretary and Group Chief
Financial Officer. Mr. Johnson Yap, aged 42, has been with the Group for 5 years. He obtained his Master in Business
Administration at National University of Singapore and is a Fellow of the Association of Certified Chartered Accountants
(ACCA). He is also a member of the Malaysian Institute of Accountants (MIA).
Contact Details
Telephone number : 603-7966 2300
Email : cosec@amcorp.com.my
CORPORATE SOCIAL RESPONSIBILITY
The Group recognises the importance of corporate social responsibility (“CSR”) as an integral part of business and
strongly pursue its belief of caring for and sharing with people, business associates and the community. In this respect,
the Group continued its initiative to strive for a balanced approach in achieving its business profitability and the
expectation of its stakeholders and the community thereby creating value to our shareholders and enhancing the long
term sustainability of the Group.
In its CSR initiatives, the Group partnered with National Kidney Foundation (“NKF”) in support of the various events,
programmes and activities organised by NKF. The Group through sponsorship participated in the Roasters Chicken
Charity Run 2011 and World Kidney Day 2012 in aid of NKF. As in previous years, the Group continued with the collection
of old newspapers campaign, of which the old newspapers are then sent to the Community Recycle for Charity via
NKF.
Annual Report 2012
23
The Group recognises the importance of preserving the natural environment and is committed to achieving
good standards of environmental performance, preventing pollution and minimising the impact of its operations.
Additionally, the Group also promotes a culture of waste minimisation and resource optimisation. In our office
environment, we ensure that waste is re-used or re-cycled as far as possible.
The Group continuously contributes to local charities, voluntary organisations and support numerous charitable
causes both in cash and in kind. We donated RM30,000 to Masjid al-istiqamah Kayangan Heights to ease their daily
operational and maintenance cost. In addition, we also donated a van to Masjid Darul Husna Sibu Jaya, sponsored gifts
for the underpriviledged children from Rumah K.I.D.S and Shelter Homes – Shelter 1 and contributed to the residents of
a disabled home for their outing to Zoo Negara. We also extended Amcorp study grant to deserving students pursuing
ACCA course with the hope to build future generations of exemplary young leaders who possess the ambition to excel
in whatever they do.
The Group’s employees are the most important asset, the major contributors to the organisation’s success and
growth. Training and career development are conducted to equip employees with the necessary skills and knowledge
as well as to achieve their potential. We also take a proactive approach in providing opportunities for our employees
to obtain professional and nationally recognised qualifications and in encouraging continuous professional
development programmes that are conducted internally and externally.
A great deal of effort and resources are channeled into the Group’s CSR programmes and the top management is
directly involved in the Group’s CSR efforts. We look upon the giving back to society in the hope of making a difference
in the many lives we touches.
This Statement on Corporate Governance is made in accordance with the resolution of the Board of Directors
dated 24 May 2012.
Staff Wellness Programme
Conquering Mt. Kinabalu
with
istmas
Chr
Rumah
.
K.I.D.S
24
ills upgra
de prog
ramme
e New Y
ear goo
dies for
elderly
Games wit
h Shelter 1
Staff participation in AWAM hunt
Staff sk
Chines
Carolling
w
r
s Shelte
ith orpha
ns
n
Agathia
Gifts for
children
Additional Compliance Information
1. Material Contracts
Save as disclosed below, there were no material contracts entered into by the Company and/or its subsidiaries
involving Directors’ and/or major shareholders’ interests, either still subsisting at the end of the financial year or
entered into since the end of the previous financial year:
Conditional sale and purchase agreement (“SPA”) dated 17 June 2011 entered between Living Development Sdn
Bhd, a wholly-owned subsidiary of the Company, and Melawangi Sdn Bhd (“MSB”), a wholly-owned subsidiary of
Amcorp Group Berhad, which in turn is the holding company of the Company, to acquire 30 retail lots of Amcorp
Mall, 10 office lots located within Amcorp Mall, PJ Tower and Amcorp Tower, 7 business suites of Menara Melawangi
and 1,454 car park bays, all located within the commercial mixed development known as Amcorp Trade Centre for
a total cash consideration of RM75,000,000. The SPA has been completed on 30 September 2011.
2. Share Buy-Back
The information on share buy-back during the financial year is set out in Note 25 to the Financial Statements.
3. Options or Convertible Securities
No options or convertible securities were issued by the Company during the financial year.
4. Depository Receipt Programme
There were no Depository Receipt Programme sponsored by the Company during the financial year.
5. Non-Audit Fees
There was no non-audit fees paid or payable to the external auditors by the Group for the financial year ended
31 March 2012.
6. Profit Guarantee
There was no profit guarantee given by the Company during the financial year.
7. Imposition of Sanctions and/or Penalties
There were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or
Management by the relevant regulatory bodies during the financial year.
8. Variation in Results
There were no variances of 10% or more between the audited results for the financial year and the unaudited
results announced.
9. Utilisation of Proceeds
During the financial year, there were no proceeds raised from any corporate proposal.
10. Recurrent Related Party Transactions
The information on recurrent related party transactions for the financial year is set out in the Financial
Statements.
11. Employees’ Share Option Scheme
The Employees’ Share Option Scheme (“ESOS”) implemented on 28 September 2011 is the only employee
share option scheme of the Company in existence during the financial year ended 31 March 2012. Since the
commencement of the ESOS, there were no options granted to the eligible Directors and employees of the
Company and its subsidiaries.
Not more than 50% of the shares available under the ESOS would be allocated in aggregate to the eligible Directors
and senior management.
Annual Report 2012
25
The Board of Directors (“Board”) is responsible for the Group’s system of internal control and for reviewing its
adequacy and integrity.
However, the Group’s system of internal control is designed to manage and not eliminate the risk of failure to
achieve the Group’s objectives, hence it can only provide reasonable and not absolute assurance against material
misstatement or loss.
The Board of Amcorp Properties Berhad is pleased to disclose that:
(i) there is an on-going process for identifying, evaluating and managing the significant risks faced by the Group
throughout the financial year; and
(ii) the said process is regularly reviewed by the Board and accords with the Statement on Internal Control: Guidance
for Directors of Public Listed Companies.
The Board summarises below the process it has applied in reviewing the adequacy and the integrity of the system
of internal control:
(i) The Board has appointed the Audit Committee to examine the effectiveness of the Group’s systems of internal
control on behalf of the Board. This is accomplished through the review of the internal audit department’s work,
which focuses on areas of priority as identified by risk analysis and in accordance with audit plan approved by
the Audit Committee.
The Group has an Internal Audit Division which is independent of the activities it audits. The Internal Audit
Division is headed by Mr. Alex Yong Min Onn, aged 34, since October 2011. He is a Certified Internal Auditor,
a Fellow of the Association of Certified Chartered Accountants (ACCA), a member of the Malaysian Institute of
Accountants (MIA) and the Institute of Internal Auditors (IIA) Malaysia.
(ii) The Group’s Risk Management framework is outlined in the Group’s Risk Management Policy. The Audit
Committee shall assist the Board in evaluating the adequacy of the Group’s Risk Management framework. A Risk
Management Committee comprising members of senior management monitors the risks faced by the Group
and the Risk Management Committee reports to the Audit Committee. The Risk Management Committee is
chaired by Encik Azmi Hashim, aged 63, who is also the Group’s Executive Chairman.
The operations of the Group are exposed to a variety of financial risks, including interest rate risk, foreign
currency risk, credit risk and liquidity and cashflow risk. The nature and extent of the risks and the measures
taken by the Group to minimise those risks are disclosed in the notes to the financial statements.
(iii) The framework of the Group’s system of internal control and key procedures include:
26
•
A management structure exists with clearly defined lines of responsibility and the appropriate levels of
delegation.
•
Key functions such as accounts, tax, corporate secretarial, treasury, insurance and legal matters are
controlled centrally. The Corporate Secretarial Department is headed by the Company Secretary, Mr.
Johnson Yap Choon Seng, aged 42, who is also the Group Chief Financial Officer. He was appointed as
the Company Secretary in year 2007. He obtained his Master in Business Administration from the National
University of Singapore and is a Fellow of the Association of Certified Chartered Accountants (ACCA). He is
also a member of the Malaysian Institute of Accountants (MIA).
•
The management determines the applicability of risk monitoring and reporting procedures and is
responsible for the identification and evaluation of significant risks applicable to their areas of business
together with the design and operation of suitable internal controls.
•
Policies and procedures are clearly documented in the Corporate Policy Manual and Standard Operating
Procedures of most of the Operating Units in the Group in which their operations must comply.
•
Corporate values, which emphasises ethical behaviour, quality products and services, are set out in the
Group’s Employee Handbook.
(iv) The Group also practices Annual Budgeting and monitoring process as follows:
•
There is an annual budgeting process for each area of business and approval of the annual budget by the
Board.
•
Actual performance compared with budget together with explanation of any major variance is reviewed
monthly while budget for the current year is reviewed at least semi-annually.
There were no material losses incurred during the current financial year as a result of weaknesses in internal
control.
Annual Report 2012
27
MEMBERS OF THE AUDIT COMMITTEE
The Audit Committee of Amcorp Properties Berhad consists of:
Name
Designation
Directorship
Dato’ Ab. Halim bin Mohyiddin*
Chairman
Member
Member
Note:
*
Dato’ Ab. Halim bin Mohyiddin is a member of the Malaysian Institute of Accountants. He resigned on 12 August 2011 and
subsequently appointed on 1 November 2011.
MEETINGS AND ATTENDANCE
During the financial year ended 31 March 2012, the Audit Committee held five (5) meetings. The details of attendance
of the Audit Committee members are as follows:
Name
No. of Meetings Attended
5/5
5/5
5/5
The representative of the Internal Audit attended all the meetings held during the financial year. Other senior
management personnel and the representatives of the external auditors also attended these meetings upon
invitation to brief the Audit Committee on specific issues.
SUMMARY OF TERMS OF REFERENCE
The summary of the terms of reference of the Audit Committee are as set out below:
1.0 Composition
1.1 The Board shall elect the Audit Committee members from amongst themselves and consist of not less than
three (3) non-executive directors, with a majority of them being independent directors. The Chairman of
the Audit Committee shall be an independent director.
1.2 At least one (1) member of the Audit Committee must be a member of the Malaysian Institute of Accountants
(MIA) or have the relevant qualifications and experience as specified in the Listing Requirements of Bursa
Malaysia Securities Berhad.
1.3 No alternate director shall be appointed as a member of the Audit Committee.
28
1.4 Any vacancy in the Audit Committee resulting in non-compliance of the said requirements must be filled
within three (3) months.
1.5 The term of office and performance of the Audit Committee and each of its members shall be reviewed by
the Board at least once every three (3) years.
2.0 Quorum and Procedures of Meetings
2.1 Meetings shall be held not less than four (4) times in a financial year. The meetings shall have a quorum
of two (2) members; the majority of the members present must be independent directors.
2.2 The Company Secretary shall act as Secretary of the Audit Committee.
2.3 The Audit Committee may invite other Board members, senior management personnel, a representative
of the external auditors and external independent professional advisers to attend the Audit Committee
meetings.
2.4 The Audit Committee shall meet with the external auditors without the executive board members’ present,
at least twice in a financial year.
3.0 Authority
3.1 The Audit Committee is authorised by the Board to:
•
•
•
•
investigate any matter within its terms of reference;
have full and unrestricted access to any information pertaining to the Company and the Group;
have direct communication channels with the internal and external auditors, and with the
management of the Group; and
have resources which are required to perform its duties and to obtain external legal or other
independent professional advice it considers necessary.
3.2 Where the Audit Committee is of the view that a matter reported by it to the Board has not been
satisfactorily resolved resulting in a breach of the Listing Requirements, the Audit Committee shall
promptly report such matter to Bursa Malaysia Securities Berhad.
4.0 Duties and Responsibilities
The Audit Committee shall review and, where appropriate, report to the Board of Directors the following:
(a) Risk Management and Internal Control
•
•
•
•
The adequacy and effectiveness of risk management, internal control and governance systems
instituted in the Company and the Group
The Group’s risk management policy and implementation of the risk management framework
The appointment or termination of members of the risk management committee
The report of the risk management committee
Annual Report 2012
29
(b) Internal Audit
•
•
The adequacy of the internal audit scope and plan, functions, competency and resources of the
internal audit function and that it has the necessary authority to carry out its work
Any appraisal or assessment of the performance of members of the internal audit function, including
the Head of Internal Audit; and approve any appointment or termination of senior staff members
of the internal audit function
(c) External Audit
•
•
The external auditors’ audit plan, the scope of their audits and their evaluation of the system of
internal controls
The appointment and performance of external auditors, the audit fee and any question of resignation
or dismissal
(d) Audit Reports
•
•
Internal and external audit reports together with management’s responses and, where necessary,
ensure that appropriate action is taken on major deficiencies in controls or procedures that are
identified, including status of previous audit recommendations
Findings of internal investigations and related management responses
(e) Financing Reporting
The quarterly results and the year end financial statements of the Company and the Group, focusing
particularly on:
•
•
•
•
•
changes in accounting policies and practices
significant adjustments arising from the audit
significant and unusual events
going concern assumption
compliance with accounting standards and other legal requirements
(f) Related Party Transactions
Any related party transaction and conflict of interest situation that may arise within the Company or the
Group.
(g) Allocation of Share Options
Verification on the allocation of share options to ensure compliance with the criteria for allocation of share
options pursuant to the share scheme for employees of the Group at the end of each financial year.
(h) Other Functions
30
Any such other functions as the Audit Committee considers appropriate or as authorised by the Board of
Directors.
SUMMARY OF ACTIVITIES
The Audit Committee had carried out the following activities during the financial year:
•
Financial Results
a.
Reviewed the quarterly unaudited financial results of the Group prior to recommending them for the
Board’s approval.
b. Reviewed the annual financial statements of the Group with the external auditors prior to submission to
the Board for their consideration and approval. The review was focusing particularly on changes of
accounting policy, significant and unusual events and compliance with applicable approved accounting
standards in Malaysia and other legal and regulatory requirements.
•
Internal Audit
a.
Reviewed the annual audit plan for adequacy of scope and coverage on the activities of the Group.
b. Reviewed the audit programmes, resource requirements for the year and assessed the performance of the
internal audit function.
c.
Reviewed the internal audit reports, audit recommendations made and management’s responses to these
recommendations and actions taken to improve the system of internal control and procedures.
d. Monitored the implementation of the audit recommendations to ensure that all key risks and controls have
been addressed.
•
e.
Reviewed the Control Self-Assessment ratings submitted by the respective operations management.
f.
Reviewed the Statement on Internal Control to ensure that it is consistent with their understanding of the
state of internal controls of the Group and recommended the same to the Board for inclusion in the Annual
Report.
External Audit
a.
Reviewed with the external auditors:
•
•
the audit planning memorandum, audit strategy and scope of work for the year
the results of the annual audit, their audit report and management letter together with management’s
responses to the findings of the external auditors
b. Reviewed the performance of the external auditors and made recommendations to the Board on their
re-appointment and remuneration.
c.
Held a discussion with the external auditors without the presence of management and executive board
members.
Annual Report 2012
31
•
Related Party Transactions
a.
Reviewed the related party transactions entered into by the Group.
b. Reviewed the recurrent related party transactions of a revenue or trading nature on quarterly basis in
accordance with the mandate given by shareholders.
INTERNAL AUDIT FUNCTION
The Group has an Internal Audit Division which is independent of the activities it audits. The costs incurred by the
Division for the financial year was RM222,000.
The Division reports directly to the Audit Committee and assists the Committee in the discharge of its duties and
functions. Its role is to provide independent and objective reports to the Board on the organisation’s management,
operations, records, accounting policies and internal controls.
The Internal Audit Division presents its Internal Audit Plan, which includes the scope and functions of the Internal Audit
for the financial year for consideration and approval of the Audit Committee at the beginning of the financial year.
This Internal Audit Plan is subject to review at the quarterly meetings of the Audit Committee in response to changes
in the operational, financial and control environment.
The scope of internal audit functions performed by the internal audit encompasses audit visits to all relevant subsidiaries
of the Group on a regular basis. The objectives of such audit visits are to determine whether adequate controls have
been established and are operating in the Group, to provide reasonable assurance that:
•
•
•
•
•
business objectives and policies are adhered to
operations are cost effective and efficient
assets and resources are satisfactorily safeguarded and efficiently used
integrity of records and information is protected
applicable laws and regulations are complied with
The emphasis of such audit visits encompass critical areas of the Group such as revenue, cost of sales, expenditure,
assets, internal controls, operating performance and financial statements review. Audit reports are issued to highlight
any deficiency or findings requiring the management’s attention. Such reports also include practical and cost effective
recommendations as well as proposed corrective actions to be adopted by the management. The audit reports and
management’s responses are circulated to the Managing Director, Audit Committee and the Group Chairman for
review and comments. Follow-up audits are then carried out to determine whether corrective actions have been taken
by the management.
32
Financial Statements
34 Directors’ Report
39 Statements by Directors
39 Statutory Declaration
40 Independent Auditors’ Report
42 Statements of Financial Position
44 Statements of Comprehensive Income
45 Statements of Changes in Equity
47 Statements of Cash Flows
51 Notes to the Financial Statements
140 Supplementary Information on
Realised and Unrealised Profits or
Losses
Directors’ Report
The Directors have pleasure in submitting their report together with the audited financial statements of the Group and
of the Company for the financial year ended 31 March 2012.
Principal Activities
The principal activity of the Company is that of investment holding. The principal activities of the subsidiaries and
associates are set out in Notes 49 and 50 to the financial statements respectively.
There have been no significant changes in the nature of the principal activities of the Company and those of the
subsidiaries and associates during the financial year.
Results
Profit for the financial year
Attributable to:
Owners of the parent
Non-controlling interests
Group
RM’000
Company
RM’000
103,668
21,611
101,976
1,692
103,668
21,611
21,611
Dividends
Dividends paid, declared or proposed since the end of the previous financial year were as follows:
Company
RM’000
In respect of financial year ended 31 March 2012:
Special dividend of 3 sen per ordinary share, less tax of 25%, paid on 12 October 2011
12,894
The Directors propose a final dividend of 3 sen per ordinary share, less tax of 25%, amounting to RM12,894,319 in
respect of the financial year ended 31 March 2012, subject to approval of members at the forthcoming Annual General
Meeting.
34
Directors’ Report
Reserves and Provisions
There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in
Note 26 to the financial statements.
Issue of Shares and Debentures
The Company has not issued any new shares or debentures during the financial year.
Options Granted Over Unissued Shares
No options were granted to any person to take up unissued ordinary shares of the Company during the financial year.
Treasury Shares
During the financial year, the Company repurchased 30,000 ordinary shares of RM0.50 each listed and quoted on
the Main Market of Bursa Malaysia Securities Berhad from the open market at an average buy-back price of RM0.495
per ordinary share. The total consideration paid, including transaction costs, of RM14,963 was financed by internally
generated funds. The shares repurchased were held as treasury shares in accordance with Section 67A of the Companies
Act, 1965.
As at 31 March 2012, the number of ordinary shares in issue after the share buy-back is 573,080,837 ordinary shares of
RM0.50 each. Further details are disclosed in Note 25 to the financial statements.
Directors
The Directors who have held office since the date of the last report are:
Azmi Hashim
Tan Sri Dato’ Lee Lam Thye
Dato’ AB. Halim bin Mohyiddin
Dato’ Gan Nyap Liou @ Gan Nyap Liow
Soo Kim Wai
P’ng Soo Theng
Shalina Azman
Shahman Azman
Lee Keen Pong
Annual Report 2012
35
Directors’ Report
Directors’ Interests
The Directors holding office at the end of the financial year and their beneficial interests in the ordinary shares of the
Company and of its related corporations during the financial year ended 31 March 2012 as recorded in the Register
of Directors’ Shareholdings kept by the Company under Section 134 of the Companies Act, 1965 in Malaysia were as
follows:
- Number of ordinary shares of RM0.50 each Balance at
Balance at
1.4.2011
Acquired
Disposed
31.3.2012
Shares in the Company
Azmi Hashim - Direct
Tan Sri Dato’ Lee Lam Thye - Indirect
17,667
150,000
-
(150,000)
17,667
-
Other than as disclosed above, no other Directors in office at the end of the financial year held any interest, direct or
indirect, in shares and debentures of the Company and of its related corporations.
Directors’ Benefits
Since the end of the previous financial year, none of the Directors of the Company have received or become entitled to
receive any benefits (other than those disclosed as directors’ remuneration in the financial statements) by reason of a
contract made by the Company or a related corporation with any director or with a firm of which a director is a member
or with a company in which the director has a substantial financial interest other than the following:
(a) remuneration received by certain directors as directors/executives of the immediate holding company and its
subsidiaries; and
(b) by virtue of transactions entered into in the ordinary course of business as disclosed in Note 44 to the financial
statements.
Other than the Employees’ Share Option Scheme (‘ESOS’) as disclosed in Note 24 to the financial statements, there
were no arrangements at the end of the financial year nor at any time during the financial year where there subsist any
arrangements of which the Company or a related corporation is a party, whereby the directors might acquire benefits
by means of the acquisition of shares in, or debentures of the Company or any other body corporate.
36
Directors’ Report
Other Statutory Information Regarding the Group and the Company
(a) Before the statements of comprehensive income and statements of financial position of the Group and of the
Company were made out, the Directors took reasonable steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of
provision for doubtful debts and have satisfied themselves that all known bad debts had been written off and
that adequate provision had been made for doubtful debts; and
(ii) to ensure that any current assets other than debts, which were unlikely to realise their book values in the
ordinary course of business, had been written down to their estimated realisable values.
In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial
year have not been substantially affected by any item, transaction or event of a material and unusual nature except
for the effects arising from the disposal of a subsidiary resulting in an increase in the Group’s profit for the financial
year by RM70,038,000 as disclosed in Note 9 to the financial statements.
(b) From the end of the financial year to the date of this report, the Directors are not aware of any circumstances:
(i) which would render the amounts written off for bad debts or the amount of the provision for doubtful debts
in the financial statements of the Group and of the Company inadequate to any material extent; and
(ii) which would render the values attributed to current assets in the financial statements of the Group and of the
Company misleading; and
(iii) which have arisen which would render adherence to the existing method of valuation of assets or liabilities
of the Group and of the Company misleading or inappropriate.
In the opinion of the Directors:
(i) there has not arisen any item, transaction or event of a material and unusual nature likely to affect substantially
the results of the operations of the Group and of the Company for the financial year in which this report is
made; and
(ii) no contingent or other liability has become enforceable, or is likely to become enforceable, within the period
of twelve (12) months after the end of the financial year which will or may affect the ability of the Group and
of the Company to meet their obligations as and when they fall due.
(c) As at the date of this report, there does not exist:
(i) any charges on the assets of the Group and of the Company which have arisen since the end of the financial
year to secure the liabilities of any other person.
(ii) any contingent liabilities of the Group and of the Company which have arisen since the end of the financial
year.
The Directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements
which would render any amount stated in the financial statements of the Group and of the Company misleading.
Annual Report 2012
37
Directors’ Report
Significant Events During the Financial Year
Significant events during the year are disclosed in Notes 8, 9, 10, 11 and 15 to the financial statements.
Subsequent Events to the end of the Reporting Period
Subsequent events to the end of the reporting period are disclosed in Note 45 to the financial statements.
Immediate and Ultimate Holding Companies
The Directors regard Amcorp Group Berhad as the immediate holding company and Clear Goal Sdn. Bhd. as the ultimate
holding company, both of which are companies incorporated in Malaysia.
Auditors
The auditors, BDO, have expressed their willingness to continue in office.
Signed on behalf of the Board in accordance with a resolution of the Directors.
Azmi Hashim
Executive Chairman
Petaling Jaya
22 June 2012
38
Lee Keen Pong
Managing Director
Statement by Directors
In the opinion of the Directors, the financial statements set out on pages 42 to 140 have been drawn up in accordance
with applicable approved Financial Reporting Standards and the provisions of the Companies Act, 1965 in Malaysia so
as to give a true and fair view of the financial position of the Group and of the Company as at 31 March 2012 and of the
financial performance and cash flows of the Group and of the Company for the financial year then ended.
On behalf of the Board,
Azmi Hashim
Executive Chairman
Lee Keen Pong
Managing Director
Petaling Jaya
22 June 2012
Statutory Declaration
I, Yap Choon Seng, being the Officer primarily responsible for the financial management of Amcorp Properties Berhad,
do solemnly and sincerely declare that the financial statements set out on pages 42 to 140 are, to the best of my
knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true and by
virtue of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly
declared by the abovenamed
at Petaling Jaya this
22 June 2012
Yap Choon Seng
Before me:
Annual Report 2012
39
Independent Auditors’ Report
to the Members of Amcorp Properties Berhad
Report on the Financial Statements
We have audited the financial statements of Amcorp Properties Berhad, which comprise the statements of financial
position as at 31 March 2012 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 year
then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages
42 to 139.
The financial statements of the Group and of the Company for the financial year ended 31 March 2011 were audited by
another firm of chartered accountants, whose report dated 23 June 2011, expressed an unqualified opinion on those
statements.
Directors’ Responsibility for the Financial Statements
The Directors of the Company are responsible for the preparation of financial statements that give a true and fair view
in accordance with Financial Reporting Standards and the Companies Act, 1965, in Malaysia, and for such internal
control as the Directors determine are necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit
in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on our judgement, including the assessment of risks of material
misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider
internal control relevant to the entity’s preparation of the financial statements that give a true and fair view in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with applicable approved Financial
Reporting Standards and the provisions of the Companies Act, 1965 in Malaysia so as to give a true and fair view of the
financial position of the Group and of the Company as of 31 March 2012 and of the financial performance and cash
flows of the Group and of the Company for the financial year then ended.
40
Independent Auditors’ Report
to the Members of Amcorp Properties Berhad
Report on Other Legal and Regulatory Requirements
In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company
and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions
of the Act.
(b) We have considered the financial statements and the auditors’ reports of all the subsidiaries of which we have not
acted as auditors, which are indicated in Note 49 to the financial statements.
(c) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s
financial statements are in form and content appropriate and proper for the purposes of the preparation of the
financial statements of the Group and we have received satisfactory information and explanations required by us
for those purposes.
(d) The audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse
comment made under Section 174(3) of the Act.
Other Reporting Responsibilities
The supplementary information set out in Note 51 to the financial statements is disclosed to meet the requirement of
Bursa Malaysia Securities Berhad. The Directors are responsible for the preparation of the supplementary information
in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the
Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian
Institute of Accountants (‘MIA Guidance’) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the
supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive
of Bursa Malaysia Securities Berhad.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies
Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content
of this report.
BDO
AF : 0206
Chartered Accountants
Chan Wai Leng
2893/08/13 (J)
Chartered Accountant
Kuala Lumpur
22 June 2012
Annual Report 2012
41
Statements of Financial Position
as at 31 March 2012
Group
Company
2012
2011
RM’000
RM’000
2012
RM’000
2011
RM’000
(Restated)
7
8
9
10
11
12
14
15
16
17
43,591
198,393
125,574
27,546
7,986
70,769
5,731
5,719
485,309
34,766
293,084
126,967
7,336
3,846
188,082
15,117
6,063
675,261
1,930
390,622
110,546
6,863
509,961
1,878
396,692
126,128
933
525,631
18
19
20
21
180,407
9,460
41,427
11,825
15,946
463
9,790
155,023
424,341
909,650
168,363
10,638
39,144
17,029
1,266
2,181
11,673
40,731
291,025
966,286
78,828
5,259
10,267
94,354
604,315
169,018
6,939
845
176,802
702,433
Note
Assets
Non-current assets
Property, plant and equipment
Investment properties
Investments in subsidiaries
Investments in associates
Investment in a jointly controlled entity
Other investments
Biological assets
Land held for property development
Long term receivables
Deferred tax assets
Current assets
Property development costs
Inventories
Trade receivables
Other receivables
Accrued billings in respect of property development
Amounts due from contract customers
Tax recoverable
Deposits, cash and bank balances
Total Assets
22
23
The accompanying notes form an integral part of the financial statements.
42
Statements of Financial Position
as at 31 March 2012
Group
Company
2012
2011
RM’000
RM’000
2012
RM’000
2011
RM’000
(Restated)
24
25
26
287,731
(972)
374,485
661,244
15,416
676,660
287,731
(957)
283,659
570,433
17,194
587,627
287,731
(972)
205,027
491,786
491,786
287,731
(957)
195,578
482,352
482,352
27
28
29
17
150,640
1,433
1,852
228
154,153
179,669
1,290
2,648
2,463
186,070
907
907
893
893
30
31
37,689
14,053
10,501
43,137
50,089
1,585
5,090
110,039
-
138,407
-
1,145
13,585
698
1,166
78,837
232,990
909,650
10,077
79,093
542
2,976
192,589
378,659
966,286
1,145
438
111,622
112,529
604,315
7,680
72,782
319
219,188
220,081
702,433
Note
Equity and Liabilities
Equity attributable to the owners of the parent
Share capital
Treasury shares
Reserves
Total Equity
Liabilities
Non-current liabilities
Bank borrowings
Hire purchase creditors
Long term payables
Deferred tax liabilities
Current liabilities
Trade payables
Other payables
Progress billings in respect of property development
Amounts due to contract customers
Bank borrowings:
- bank overdrafts
- other borrowings
Taxation
Total Liabilities
Total Equity and Liabilities
22
27
27
28
Annual Report 2012
43
Statements of Comprehensive Income
for the financial year ended 31 March 2012
Group
Note
Revenue
Cost of sales
Gross profit
Other operating income
Distribution expenses
Administrative expenses
Other operating expenses
Operating profit
Finance costs
Share of results of associates
Profit before taxation
Taxation
Profit for the year
32.1
32.2
33
36
37
Other comprehensive income/(expense):
Foreign currency translations
Fair value changes in available-for-sale financial assets
Share of other comprehensive income/(expense)
of associates
Other comprehensive income/(expense), net of tax
Total comprehensive income
Profit for the year attributable to:
Total comprehensive income attributable to:
2011
RM’000
256,831
(215,375)
41,456
110,111
(68,537)
41,574
42,408
42,408
17,085
17,085
78,061
(2,655)
(35,733)
(5,052)
76,077
(13,835)
38,819
101,061
2,607
103,668
61,577
(1,842)
(28,337)
(18,019)
54,953
(17,820)
15,198
52,331
(1,344)
50,987
28,884
(21,954)
(19,715)
29,623
(4,624)
24,999
(3,388)
21,611
85,401
(20,513)
(715)
81,258
(5,244)
76,014
(278)
75,736
663
844
(2,186)
372
732
123
234
1,741
105,409
(638)
(2,452)
48,535
732
22,343
123
75,859
101,976
1,692
103,668
48,681
2,306
50,987
21,611
21,611
75,736
75,736
103,720
1,689
105,409
46,244
2,291
48,535
22,343
22,343
75,859
75,859
17.79
8.47
Earnings per share attributable to the equity holders
of the Company (sen):
Basic, on profit for the year
38.1
44
Company
2012
2011
RM’000
RM’000
2012
RM’000
Statements of Changes in Equity
Attributable to owners of the Company
Exchange
Treasury Capital translation Fair value
shares reserve
reserve
reserve
RM’000 RM’000
RM’000
RM’000
Group
Share
capital
RM’000
Share
premium
RM’000
Balance as at 1 April 2011
287,731
103,842
-
-
-
-
-
-
-
-
-
287,731
Fair value changes in availablefor-sale financial assets
Share of other comprehensive
income of associates
Transactions with owners
Shares repurchased (Note 25)
Dividend paid (Note 39)
Dividend to non-controlling
interests
Total transactions with owners
Disposal of a subsidiary
Balance as at 31 March 2012
(957)
881
(9,638)
Retained
profits
RM’000
Noncontrolling
Total
interests
RM’000
RM’000
Total
equity
RM’000
587,627
1,008
187,566
570,433
666
-
101,976
-
101,976
666
-
-
844
-
844
-
844
-
-
234
900
844
101,976
234
103,720
1,689
234
105,409
-
(15)
-
-
-
-
(12,894)
(15)
(12,894)
-
(15)
(12,894)
103,842
(15)
(972)
881
1,852
(12,894)
(81)
276,567
(12,909)
661,244
81
(8,657)
Exchange
Treasury Capital translation Fair value
shares reserve
reserve
reserve
RM’000 RM’000
RM’000
RM’000
1,692 103,668
(3)
663
(2,874) (2,874)
(2,874) (15,783)
(593)
(593)
15,416 676,660
Noncontrolling
Total
interests
RM’000
RM’000
Total
equity
RM’000
525,208
541,189
Group
Share
capital
RM’000
Share
premium
RM’000
287,731
103,842
-
881
-
-
-
-
287,731
103,842
-
881
(6,829)
636
138,885
525,146
15,730
540,876
-
-
-
-
(2,171)
-
48,681
-
48,681
(2,171)
2,306
(15)
50,987
(2,186)
-
-
-
-
372
-
372
-
372
-
-
-
-
372
48,681
(638)
46,244
2,291
(638)
48,535
-
-
(957)
-
-
-
(957)
-
(957)
287,731
103,842
(957)
(957)
881
1,008
187,566
(957)
570,433
Effects of the adoption
of FRS 139
Restated balance as at
1 April 2010
Profit for the year
Share of other comprehensive
expense of associates
Dividend to non-controlling
interests
(6,829)
-
(638)
(2,809)
(9,638)
636
Retained
profits
RM’000
17,194
139,583
(698)
(62)
15,981
(251)
(313)
(827)
(827)
(827)
(1,784)
17,194 587,627
Annual Report 2012
45
Statements of Changes in Equity
Non-distributable
Distributable
Share
Treasury Fair value
Retained
premium
shares
reserve
profits
RM’000
RM’000
RM’000
RM’000
Company
Share
capital
RM’000
287,731
103,842
(957)
282
91,454
482,352
-
-
-
-
21,611
21,611
-
-
-
732
732
21,611
732
22,343
287,731
103,842
(15)
(15)
(972)
1,014
(12,894)
(12,894)
100,171
(15)
(12,894)
(12,909)
491,786
Non-distributable
Distributable
Share
Treasury Fair value
Retained
premium
shares
reserve
profits
RM’000
RM’000
RM’000
RM’000
Total
RM’000
Profit for the year
Dividend paid (Note 39)
Company
Share
capital
RM’000
287,731
103,842
-
-
15,718
407,291
-
-
-
159
-
159
287,731
103,842
-
159
15,718
407,450
-
-
-
-
75,736
75,736
-
-
-
123
123
75,736
123
75,859
287,731
103,842
(957)
(957)
(957)
282
91,454
(957)
(957)
482,352
Effects of the adoption
of FRS 139
Restated balance as at
1 April 2010
Profit for the year
46
Total
RM’000
Statements of Cash Flows
Group
Company
2012
2011
RM’000
RM’000
2012
RM’000
2011
RM’000
(Restated)
101,061
52,331
24,999
76,014
(38,819)
(15,198)
-
-
(722)
-
(45,677)
(177)
(8,833)
-
(2)
(40,000)
-
-
94
-
13,670
3,000
-
57
92
853
1
-
365
222
48
-
-
25
2
610
30
-
315
73
-
-
106
(70,038)
(712)
(1,805)
10,324
20
(7,434)
81
(6,650)
(17)
2,487
2,869
(74)
9
2,314
3,562
(101)
404
(42,408)
281
(17,085)
Cash Flows From Operating Activities
Adjustments for:
Write back of impairment loss on:
- Land held for property development
- Trade and other receivables
- Advances to subsidiaries
Write back of accrued development costs
Impairment loss on:
- Property, plant and equipment
- Investments in subsidiaries
- Investments in associates
- Available-for-sale financial assets:
unquoted investments
quoted investments
- Property development cost
- Trade and other receivables
Property, plant and equipment written off
Investments in subsidiaries written off
Bad debts written off:
- Others
Write-down in value of inventories
Loss/(Gain) on disposal of property, plant and equipment
and leasehold land
Gain on disposal of a subsidiary
(Gain)/Loss on disposal of associates
(Gain)/Loss on disposal of investments classified as
available-for-sale financial assets:
- quoted investments
- unquoted investments
Depreciation of property, plant and equipment
Depreciation of investment properties
Dividend income
Annual Report 2012
47
Group
Company
2012
2011
RM’000
RM’000
2012
RM’000
2011
RM’000
(Restated)
(469)
430
(1,146)
13,526
(45)
1,282
(731)
17,515
(148)
(7,999)
4,624
(6,744)
5,244
(794)
309
-
(690)
305
-
(13,180)
3,011
(31,642)
1,502
9,030
3,846
116,486
(11,217)
1,178
(292)
752
15,502
(1,028)
(412)
(1,699)
5,091
32,911
(18,443)
(21,441)
(228)
246
(18,364)
26
556
-
-
97,741
(6,722)
119,783
2,640
1,146
(13,526)
110,043
31,922
5,892
731
(17,515)
21,030
(18,498)
57,820
3,312
676
(4,423)
57,385
16,797
(7,707)
4,421
3
(5,127)
(8,410)
Cash Flows From Operating Activities (Cont’d)
Unrealised gain on foreign exchange
Unrealised loss on foreign exchange
Interest income
Interest expenses
Accretion of interest implicit in long term
receivables
Accretion of interest implicit in long term payables
Waiver of debts by subsidiaries
Waiver of debts to subsidiaries
Operating profit/(loss) before working capital
changes
Decrease/(Increase) in biological assets
Decrease/(Increase) in land held for development
Increase in property development costs
Decrease in inventories
(Increase)/Decrease in trade and other receivables
Increase/(Decrease) in trade and other payables
Decrease/(Increase) in amount due from
subsidiaries
(Increase)/Decrease in amount owing to
subsidiaries
Cash generated from/(used in) operations
Net tax refunded
Interest received
Interest paid
Net cash from/(used in) operating activities
48
Group
Company
2012
2011
RM’000
RM’000
2012
RM’000
2011
RM’000
(Restated)
129,163
(164,251)
(1,051)
(38,372)
(8,756)
-
-
9,800
5
-
(5,198)
9,800
-
62
-
-
-
215
10,216
3,159
18,650
116
10,216
220
18,650
(10,736)
(725)
(92)
(136)
(27,546)
-
(7,600)
-
(32,789)
-
74
21,141
(32,913)
81
6,445
(19,513)
40
21,141
16,208
44,631
40
6,445
6,561
(1,009)
Cash Flows From Investing Activities
Net cash inflow from disposal of a subsidiary
(Note 9.3.1(a))
Purchase of investment properties
Deposit paid
Purchase of other quoted and unquoted
investments
Redemption of preference shares by an associate
Proceeds from disposal of other quoted and
unquoted investments
Proceeds from disposal of property, plant and
equipment and leasehold land
Proceeds from disposal of associates (Note 10)
Purchase of property, plant and equipment
(Note 40)
Subscription to ordinary shares and redeemable
convertible preference shares of subsidiaries
(Note 9)
Contribution to a jointly controlled entity (Note 11)
Dividends received
- quoted
- associates
- subsidiaries
Net cash (used in)/from investing activities
Annual Report 2012
49
Group
Company
2012
2011
RM’000
RM’000
2012
RM’000
2011
RM’000
(Restated)
(15)
62,634
(597)
(12,894)
(957)
2,933
(5,570)
(716)
-
(15)
(72,782)
(368)
(12,894)
(957)
4,452
(365)
-
(2,874)
(827)
-
-
(56)
46,198
919
(4,218)
(86,059)
3,130
123,328
(2,701)
15,957
(6,289)
28,857
31,945
(6,835)
(546)
(160)
152,025
(387)
28,857
9,122
(6,835)
153,170
(1,145)
152,025
38,934
(10,077)
28,857
10,267
(1,145)
9,122
845
(7,680)
(6,835)
Cash Flows From Financing Activities
Shares repurchased
Net bank borrowings obtained
Net loan repaid to minority shareholders
Net hire purchase and lease financing repaid
Dividends paid (Note 39)
Dividends paid to minority shareholders in
subsidiaries
(Placements)/Withdrawals of deposit pledged
with licensed bank
Net cash from/(used in) financing activities
Net increase/(decrease) in cash and cash
equivalents
Cash and cash equivalents at beginning of
the year
Effect of exchange rates on cash and cash
equivalents
Cash and cash equivalents at end of the year
Cash and cash equivalents at end of year
comprised:
Deposits, cash and bank balances (Note 23)
Bank overdraft (Note 27)
50
Notes to the Financial Statements
31 March 2012
1. Corporate Information
Amcorp Properties Berhad is a public company limited by shares, incorporated and domiciled in Malaysia. The
Company is listed on the Main Market of Bursa Malaysia Securities Berhad.
Its registered office is located at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara
Heights, 50490 Kuala Lumpur and the principal place of business is located at 2.01, PJ Tower, AMCORP Trade Centre,
No. 18 Jalan Persiaran Barat, 46050 Petaling Jaya, Selangor.
The immediate holding company is Amcorp Group Berhad and the ultimate holding company is Clear Goal Sdn.
Bhd., both of which are companies incorporated in Malaysia.
The financial statements are presented in Ringgit Malaysia (“RM”), which is also the Company’s functional currency.
All financial information presented in RM has been rounded to the nearest thousand, unless otherwise stated.
The financial statements were authorised for issue in accordance with a resolution by the Board of Directors on 22
June 2012.
2. Principal Activities
The principal activity of the Company is that of investment holding. The principal activities of the subsidiaries and
associates are set out in Notes 49 and 50 to the financial statements respectively.
3. Basis of Preparation
The financial statements of the Group and of the Company are prepared under the historical cost convention
unless otherwise indicated in this summary of significant accounting policies. The financial statements comply
with Financial Reporting Standards and the provisions of the Companies Act, 1965 in Malaysia.
The Group and the Company have adopted the new and revised Financial Reporting Standards (“FRSs”), Issues
Committee (“IC”) Interpretations and amendments to FRSs and IC Interpretations issued by the Malaysian
Accounting Standards Board (“MASB”), as set out in Note 5.1 below, which are effective from the beginning of the
current financial year.
4. Significant Accounting Policies
4.1
Basis of Consolidation
The consolidated financial statements include the financial statements of the Company and all its subsidiaries
made up to the end of the reporting period. The financial statements of the subsidiaries are prepared for
the same reporting date as the Company.
Subsidiaries are those entities in which the Group has the power to exercise control over their financial and
operating policies so as to obtain benefits from their activities. In assessing control, the existence and effect
of potential voting rights that are currently exercisable or convertible are taken into account. Subsidiaries
are consolidated from the date of acquisition, being the date on which the Group obtains control and
continue to be consolidated until the date that such control ceases.
Annual Report 2012
51
31 March 2012
4. Significant Accounting Policies (Cont’d)
4.1
Basis of Consolidation (Cont’d)
Acquisitions of subsidiaries are accounted for using the purchase method of accounting. Under the purchase
method, the cost of an acquisition is measured as the aggregate of the fair values, at the date of exchange,
of the assets given, liabilities incurred or assumed, and equity instruments issued, plus any costs directly
attributable to the acquisition.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date, except for non-current assets that are classified
as held for sale which shall be recognised at fair value less costs to sell. The excess of the cost of acquisition
over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities
represents goodwill. The excess of the Group’s interest in the net fair value of the identifiable assets, liabilities
and contingent liabilities over the cost of acquisition is recognised immediately in profit or loss.
Non-controlling interest represents that portion of profit or loss and net assets of a subsidiary attributable to
equity interest that are not held by the Group. Non-controlling interest is measured at the non-controlling’s
share of the fair value of the identifiable assets and liabilities of the subsidiary at the acquisition date and
the non-controlling’s share of changes in the subsidiary’s equity since then. Total comprehensive income
is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit
balance.
Intra-group balances and transactions and the resulting unrealised profits are eliminated on consolidation.
Unrealised losses are eliminated on consolidation and the relevant assets are assessed for impairment. The
consolidated financial statements reflect transactions and balances with external parties only.
The Group has applied the revised FRS 3 Business Combinations in accounting for business combinations
from 1 January 2011 onwards. The change in accounting policy has been applied prospectively in accordance
with the transitional provisions provided by the Standard.
Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are
accounted for as equity transactions. In such circumstances, the carrying amounts of the controlling and
non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary.
Any difference between the amount by which the non-controlling interest is adjusted and the fair value of
consideration paid or received is recognised directly in equity and attributed to owners of the parent.
When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference
between:
(i)
(ii)
52
the aggregate of the fair value of the consideration received and the fair value of any retained
interest; and
the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and
any non-controlling interests.
Amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted
for (i.e. reclassified to profit or loss or transferred directly to retained earnings) in the same manner as would
be required if the relevant assets or liabilities were disposed off. The fair value of any investments retained
in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition
for subsequent accounting under FRS 139 Financial Instruments: Recognition and Measurement or, where
applicable, the cost on initial recognition of an investment in associate or jointly controlled entity.
31 March 2012
4.2
Business Combinations
Business combinations from 1 July 2010 onwards
Business combinations are accounted for by applying the acquisition method of accounting.
Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are
measured at their fair value at the acquisition date, except that:
(i)
(ii)
(iii)
deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are
recognised and measured in accordance with FRS 112 Income Taxes and FRS 119 Employee Benefits
respectively;
liabilities or equity instruments related to share-based payment transactions of the acquiree or
the replacement by the Group of an acquiree’s share-based payment transactions are measured in
accordance with FRS 2 Share-based Payment at the acquisition date; and
assets (or disposal groups) that are classified as held for sale in accordance with FRS 5 Non-current
Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.
Acquisition-related costs are recognised as expenses in the periods in which the costs are incurred and the
service are received.
Any contingent consideration payable is recognised at fair value at the acquisition date. Measurement
period adjustments to contingent consideration are dealt with as follows:
If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for
within equity.
Subsequent changes to contingent consideration classified as an asset or liability that is a financial
instrument within the scope of FRS 139 are recognised either in profit or loss or in other comprehensive
income in accordance with FRS 139. All other subsequent changes are recognised in profit or loss.
In a business combination achieved in stages, previously held equity interests in the acquiree are remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised in profit or
loss.
The Group elects for each individual business combination, whether non-controlling interest in the acquiree
(if any) is recognised on the acquisition date at fair value, or at the non-controlling interest’s proportionate
share of the acquiree net identifiable assets.
Any excess of the sum of the fair value of the consideration transferred in the business combination, the
amount of non-controlling interest in the acquiree (if any), and the fair value of the Group’s previously
held equity interest in the acquiree (if any), over the net fair value of the acquiree’s identifiable assets and
liabilities is recorded as goodwill in the statement of financial position. In instances where the latter amount
exceeds the former, the excess is recognised as a gain on bargain purchase in profit or loss on the acquisition
date.
Annual Report 2012
53
31 March 2012
4.2
Business Combinations (Cont’d)
Business combinations before 1 July 2010
Under the purchase method of accounting, the cost of business combination is measured at the aggregate
of fair values at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments
issued plus any costs directly attributable to the business combination.
At the acquisition date, the cost of business combination is allocated to identifiable assets acquired,
liabilities assumed and contingent liabilities in the business combination which are measured initially at
their fair values at the acquisition date. The excess of the cost of business combination over the Group’s
interest in the net fair value of the identifiable assets, liabilities and contingent liabilities is recognised as
goodwill. If the cost of business combination is less than the interest in the net fair value of the identifiable
assets, liabilities and contingent liabilities, the Group will:
(i)
(ii)
54
reassess the identification and measurement of the acquiree’s identifiable assets, liabilities and
contingent liabilities and the measurement of the cost of the business combination; and
recognise immediately in profit or loss any excess remaining after that reassessment.
When a business combination includes more than one exchange transaction, any adjustment to the fair
values of the subsidiary’s identifiable assets, liabilities and contingent liabilities relating to previously held
interests of the Group is accounted for as a revaluation.
4.3
Goodwill on Consolidation
Goodwill arising on the acquisition of a subsidiary represents the excess of the cost of the acquisition over
the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of
the subsidiary recognised at the date of acquisition. Goodwill is recognised as an asset and is measured at
cost less accumulated impairment losses. Goodwill is tested for impairment annually or more frequently if
events or changes in circumstances indicate that the carrying value may be impaired. For the purpose of
impairment testing, goodwill from the acquisition date is allocated to each of the Group’s cash-generating
unit (“CGU”) or groups of CGUs that are expected to benefit from the synergies of the combination in which
the goodwill arose. The test for impairment of goodwill on consolidation is in accordance with the Group’s
accounting policy for impairment of non-financial assets.
Where goodwill forms part of a CGU or groups of CGUs and part of the operation within that unit is
disposed off, the goodwill associated with the operation disposed off is included in the carrying amount
of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed off in
this circumstance is measured based on the relative values of the operation and the portion of the CGU
retained.
4.4
Investments in Subsidiaries
In the Company’s separate financial statements, investments in subsidiaries are stated at cost less any
accumulated impairment losses. The investments are reviewed for impairment in accordance with the
Group’s accounting policy for impairment of non-financial assets.
31 March 2012
4.5
Investments in Associates
An associate is an entity, including an unincorporated entity, in which the Group has significant influence
but not control or joint control over the financial and operating policies of such an entity.
Investment in associate is accounted for in the consolidated financial statements using the equity method
of accounting (except when the investment is classified as held for sale, in which case it is accounted for
in accordance with FRS 5, Non-current Assets Held for Sale and Discontinued Operations) and are initially
recognised at cost. Under the equity method of accounting, the Group’s share of its associate post-acquisition
profits or losses is recognised in the income statement and its share of post-acquisition movements in other
comprehensive income is recognised in other comprehensive income. The cumulative post-acquisition
changes in net assets of the associate are adjusted against the carrying amount of the investment. Equity
accounting is discontinued when the Group’s share of losses of an associate equals or exceeds its interest
in the associate, unless if the Group has incurred legal or constructive obligations or made payments on
behalf of the associate.
Unrealised gains on transactions between the Group and the associate are eliminated to the extent of the
Group’s interest in the associate. Unrealised losses are eliminated on consolidation and the relevant assets
are assessed for impairment.
Goodwill relating to an associate is included in the carrying amount of the investment and is not amortised.
Any excess of the Group’s share of the net fair value of the associate’s identifiable assets, liabilities and
contingent liabilities over the cost of the investment is excluded from the carrying amount of the investment
and is instead included as income in the determination of the Group’s share of the associate’s profit or loss
in the period in which the investment is acquired.
After the application of the equity method, the Group determines whether it is necessary to recognise any
additional impairment loss with respect to the Group’s net investment in the associate.
In applying the equity method of accounting, the most recent available financial statements of the associate
are used. Where the reporting dates of the Group and the associate are not coterminous, equity accounting
is applied on the management accounts made to the financial year end of the Group. Uniform accounting
policies are adopted for like transactions and events in similar circumstances.
In the Company’s separate financial statements, investment in associate is accounted for at cost less any
accumulated impairment losses.
4.6
Investment in a Jointly Controlled Entity
A jointly controlled entity is a joint venture that involves the establishment of a corporation, partnership or
other entities over which there is contractually agreed sharing of joint control over the economic activity of
the entity. Joint control exists when the strategic financial and operational decisions relating to the activity
require the unanimous consent of all the parties sharing control.
In the Company’s separate financial statements, an investment in jointly controlled entities is stated at cost
less impairment losses, if any.
Annual Report 2012
55
31 March 2012
56
4.6
Investment in a Jointly Controlled Entity (Cont’d)
The investment in jointly controlled entity is accounted for in the consolidated financial statements using
the equity method of accounting. The Group’s share of the profit or loss of the jointly controlled entity
during the financial year is included in the consolidated financial statements, after adjustments to align the
accounting policies with those of the Group, from the date that joint control commences until the date that
joint control ceases. When necessary, in applying the equity method, adjustments are made to the financial
statements of the jointly controlled entity to ensure consistency of accounting policies with those of the
Group.
Unrealised gains on transactions between the Group and its jointly controlled entity are eliminated to the
extent of the Group’s interest in the jointly controlled entity; unrealised losses are also eliminated unless the
transaction provides evidence on impairment of the asset transferred.
Adjustments to the carrying amount may also be necessary for changes in the Group’s proportionate
interest in the jointly controlled entity arising from changes in the jointly controlled entity’s equity that
have not been recognised in the jointly controlled entity’s profit or loss. Such changes include those arising
from the revaluation of property, plant and equipment and from foreign exchange translation differences.
The Group’s share of those changes is recognised directly in equity of the Group.
Upon disposal of such investment, the difference between the net disposal proceeds and its carrying
amount is included in profit or loss.
4.7
Foreign currencies
(a)
Functional and Presentation Currency
Each entity in the Group determines its own functional currency and items included in the financial
statements of each entity are measured using that functional currency. The consolidated financial
statements are presented in Ringgit Malaysia (“RM”), which is also the Company’s functional
currency.
(b)
Foreign Currency Transactions and Balances
In preparing the financial statements of the individual entities, transactions in currencies other
than the entity’s functional currency (foreign currencies) are recorded in the functional currencies
using the exchange rates prevailing at the dates of the transactions. At the end of each reporting
period, foreign currency monetary assets and liabilities are translated into the functional currency at
exchange rates prevailing at the end of the reporting period. Non-monetary items that are measured
in terms of historical cost in a foreign currency are translated using the exchange rates at the date
of the transactions. Non-monetary items that are measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value was determined.
Exchange differences arising from the settlement of foreign currency transactions and from the
translation of foreign currency monetary assets and liabilities are recognised in profit or loss.
31 March 2012
4.7
Foreign currencies (Cont’d)
(b)
Foreign Currency Transactions and Balances (Cont’d)
Exchange differences arising on the translation of foreign currency non-monetary items carried
at fair value are included in profit or loss for the period except for the differences arising on the
translation of non-monetary items in respect of which gains or losses are recognised directly in other
comprehensive income. Exchange differences arising from such non-monetary items are recognised
directly to other comprehensive income.
(c)
Foreign Operations
The results and financial position of foreign operations that have a functional currency different
from the presentation currency of the consolidated financial statements are translated into the
presentation currency as follows:
(i)
Assets and liabilities for each financial position date presented are translated at the closing
rate prevailing at the end of the reporting period;
(ii)
Items of income and expenses are translated at average exchange rates for the financial year,
which approximates the exchange rates at the dates of the transactions; and
(iii)
All resulting exchange differences are recognised in other comprehensive income and are
accumulated in exchange translation reserve within equity.
Exchange differences arising from monetary items that form part of the Company’s net investment
in a foreign operation and that are denominated in the functional currency of the Company or the
foreign operation are recognised in profit or loss of the Company or of the foreign operation, as
appropriate. In the Group’s financial statements, such exchange differences are recognised initially
in other comprehensive income and accumulated in equity under exchange translation reserve. On
disposal of a foreign operation, the cumulative amount recognised in other comprehensive income
and taken to equity under exchange translation reserve will be reclassified to profit or loss.
Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as
assets and liabilities of the foreign operations and are recorded in the functional currency of the
foreign operations and translated at the closing rate at the end of the reporting period.
4.8
Property, Plant and Equipment
Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment
losses. Cost includes expenditure that is directly attributable to the acquisition of the asset.
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount
of the item or recognised as a separate asset, as appropriate, only when it is probable that future economic
benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.
The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged
to profit or loss during the financial period in which they are incurred.
Annual Report 2012
57
31 March 2012
4.8
Property, Plant and Equipment (Cont’d)
Freehold land and capital work-in-progress are not depreciated. All other property, plant and equipment
are depreciated on the straight-line basis so as to write off the cost of the assets to their residual values
over their estimated useful lives. Depreciation on capital work-in-progress commences when the assets
are ready for their intended use. The estimated useful lives and annual depreciation rates of the Group’s
property, plant and equipment are as follows:
Leasehold land
Buildings
Mini hydro power plant
Plant and equipment
Motor vehicles
Furniture and fittings
99 years
2.0% to 4.0%
21 years
10.0% to 33.3%
20.0%
10.0% to 20%
The residual values and useful lives of assets are reviewed at each financial year end with the effect of any
changes in estimate accounted for on a prospective basis. Property, plant and equipment are reviewed for
impairment in accordance with the Group’s accounting policy for impairment of non-financial assets.
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. The difference between the net disposal proceeds, if any, and
the net carrying amount is recognised in profit or loss.
4.9
Investment Properties
Investment properties are land and/or buildings which are held for rental yields or for capital appreciation
or for both or land held for a currently undetermined future use. The investment properties are stated at
cost less accumulated depreciation and impairment losses. The depreciation policy adopted for investment
properties is similar to property assets under property, plant and equipment as disclosed under Note 4.8.
Investment properties are reviewed for impairment in accordance with the Group’s accounting policy for
impairment of non-financial assets.
An investment property is derecognised when either it has been disposed off or when the investment
property is permanently withdrawn from use and no future economic benefits are expected from its disposal.
The difference between the net disposal proceeds, if any, and the net carrying amount is recognised in
profit or loss in the period of retirement or disposal.
4.10 Biological Assets
58
New planting expenditure incurred on planting and upkeep of immature oil palms and interests incurred
during the pre-cropping period are capitalised at cost as biological assets. Upon maturity, all subsequent
maintenance expenditure is charged to profit or loss and the costs of biological assets are amortised to profit
or loss on a straight line basis over the expected useful lives of the oil palm trees. Replanting expenditure is
similarly capitalised and amortised on the afore-mentioned basis.
31 March 2012
4.11 Property Development Activities
(a)
Land held for Property Development
Land held for property development consist 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 are classified as non-current assets and are stated at cost
less accumulated impairment losses. Costs include the cost of land and all related acquisition
costs and costs incurred subsequent to the acquisition on development activities. The recognition
and measurement of impairment losses is in accordance with the Group’s accounting policy for
impairment of non-financial assets.
Land held for property development is transferred to property development costs (under current
assets) when development activities have commenced and are expected to be completed within
the normal operating cycle.
(b)
Property Development Costs
Property development costs comprise cost of land and related acquisition costs and all costs that
are directly attributable to development activities or that can be allocated on a reasonable basis to
such activities. Cost includes interest on borrowings used to finance the purchase or construction
of specific projects and other direct expenditure and related overheads incurred in the process of
development. On completion of development, unsold properties are transferred to inventories and
classified under completed properties held for sale. Property development costs not recognised as
an expense are recognised as an asset, which is measured at the lower of cost and net realisable
value.
(c)
Revenue and Expense Recognition
When the financial outcome of a development activity can be reliably estimated, property
development revenue and expenses are recognised in profit or loss by using the stage of completion
method. The stage of completion is determined by reference to the proportion that property
development costs incurred bear to the estimated total costs for the property development, where
appropriate.
When the financial outcome of a development activity cannot be reliably estimated, property
development revenue is recognised only to the extent of property development costs incurred that
is probable will be recoverable, and property development costs on properties sold are recognised
as an expense in the period in which they are incurred.
Any expected loss on a property development project including costs to be incurred over the defect
liability period is recognised as an expense immediately irrespective of whether the outcome of a
property development activity can be estimated reliably.
(d)
Accrued/Progress Billings
The excess of revenue recognised in profit or loss over billings to purchasers is classified as accrued
billings within current assets and the excess of billings to purchasers over revenue recognised in the
profit or loss is classified as progress billings within current liabilities.
Annual Report 2012
59
31 March 2012
4.12 Construction Contracts
(a)
Revenue and Expense Recognition
When the outcome of a construction contract can be estimated reliably, contract revenue and contract
cost are recognised over the period of the contract as revenue and expenses respectively using the
percentage of completion method, determined by the proportion that contract costs incurred for
work performed to-date bear to the estimated total costs for the contract, where appropriate.
When the outcome of a construction contract cannot be ascertained reliably, contract revenue is
recognised only to the extent of contract costs incurred that are estimated to be recoverable and
contract costs are recognised as an expense in the period in which they are incurred.
When it is estimated that total contract costs will exceed total contract revenue, the expected loss is
recognised as an expense immediately.
(b)
Gross Amount Due from/(to) Customers for Contract Work
Amount due from/(to) customers for contract work is the net amount of cost incurred for
construction and engineering contracts-in-progress plus profit attributable to contract-in-progress
less foreseeable losses, if any, and progress billings. Contract costs incurred to-date include costs
directly related to the contract or attributable to contract activities in general and costs specifically
chargeable to the customers under the terms.
4.13 Impairment of Non-Financial Assets
60
The carrying amounts of non-financial assets (other than investments in subsidiaries, associates and jointly
controlled entity, inventories, assets arising from construction contracts, property development costs
and deferred tax assets) are reviewed for impairment at the end of each reporting period to determine
whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount
is estimated to determine the amount of impairment loss. For goodwill, intangible assets that have an
indefinite useful life and intangible assets that are not yet available for use, the recoverable amount is
estimated annually or more frequently when indicators of impairment are identified.
An impairment loss is recognised if the carrying amount of an asset or a cash generating unit (“CGU”)
exceeds its recoverable amount. A CGU is the smallest identifiable group of assets that generates cash
inflows that are largely independent of the cash inflows from other assets or group of assets. Impairment
losses recognised in respect of CGUs (or groups of CGUs) are allocated first to reduce the carrying amount
of any goodwill allocated to the units (or groups of units) and then to reduce the carrying amount of the
other assets in the units (or groups of units) on a pro rata basis.
The recoverable amount of an asset or CGU is the higher of its fair value less costs to sell and its value in use.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific
to the asset.
31 March 2012
4.13 Impairment of Non-Financial Assets (Cont’d)
An impairment loss is recognised to profit or loss in the period in which it arises, unless the asset is carried
at revalued amount. Any impairment loss of a revalued asset is recognised directly against the revaluation
surplus account for that asset to the extent that the impairment loss does not exceed the amount held in
the revaluation surplus account.
Impairment loss on goodwill is not reversed in a subsequent period. An impairment loss for an asset other
than goodwill is reversed if, and only if, there has been a change in the estimates used to determine the
asset’s recoverable amount since the last impairment loss was recognised. The carrying amount of an asset
other than goodwill is increased to its revised recoverable amount, provided that this amount does not
exceed the carrying amount that would have been determined (net of amortisation or depreciation) had
no impairment loss been recognised for the asset in prior years. A reversal of impairment loss for an asset
other than goodwill is recognised to profit or loss unless the asset is carried at revalued amount, in which
case, such reversal is treated as a revaluation increase.
4.14 Inventories of Completed Properties Held for Sale
Completed properties held for sale are stated at the lower of cost and net realisable value. Cost includes
cost of land and attributable construction cost.
4.15 Financial Assets
The Group recognises all financial assets in its statement of financial position when, and only when, the
Group becomes a party to the contractual provisions of the instruments.
Classification and Measurement
Financial assets are initially measured at fair value plus, in the case of financial assets not at fair value through
profit or loss, directly attributable transaction costs.
The Group determines the classification of its financial assets depending on the nature and purpose of the
financial assets at the time of initial recognition. The categories of financial assets applicable to the Group
are loans and receivables and available-for-sale financial assets. The Group does not have any financial
assets that are to be categorised as at fair value through profit or loss or held-to-maturity investments.
(a)
Loans and Receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. Trade and other receivables, deposits, cash and bank balances
are classified as loans and receivables.
Subsequent to initial recognition, loans and receivables are measured at amortised cost using the
effective interest method. Gains and losses are recognised in profit or loss when loans and receivables
are derecognised or impaired, and through the amortisation process.
Annual Report 2012
61
31 March 2012
4.15 Financial Assets (Cont’d)
62
(b)
Available for Sale Financial Assets
Available-for-sale financial assets are non-derivative financial assets that are designated as available
for sale or are not classified as loans and receivables, held-to-maturity investments or at fair value
through profit or loss. Available-for-sale financial assets include quoted and unquoted equity and
debt instruments.
Subsequent to initial recognition, quoted equity and debt instruments are measured at fair value.
A gain or loss from changes in fair value is recognised in other comprehensive income, except
that impairment losses, foreign exchange gains or losses on monetary instruments and interest
calculated using the effective interest method 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. Dividends on an
equity instrument are recognised in profit or loss when the Group’s right to receive payment is
established.
Investments in unquoted equity and debts instruments where fair value cannot be reliably measured,
are measured at cost less impairment loss.
Regular Way Purchase or Sale of Financial Assets
Regular way purchases or sales of financial assets are recognised and derecognised using trade date
accounting. Trade date accounting refers to:
*
the recognition of an asset to be received and the liability to pay for it on the trade date which is the
date the Group commits itself to purchase or sell an asset; and
*
derecognition of an asset that is sold, the recognition of any gain or loss on disposal and the
recognition of a receivable from the buyer for payment on the trade date.
Impairment of Financial Assets
The Group assesses at the end of each reporting period whether there is any objective evidence that a
financial asset is impaired. Financial assets are considered to be impaired when objective evidence indicates
that a loss event has occurred after the initial recognition of the assets and that the loss event had a negative
effect on the estimated future cash flows of that asset that can be reliably estimated. Losses expected as a
result of future events, no matter how likely, are not recognised. For a quoted equity and debt instrument,
a significant or prolonged decline in the fair value of the investment below its cost is considered to be
objective evidence of impairment.
When loans and receivables are impaired, the carrying amount of the asset is reduced through an allowance
account and the amount of the loss is recognised in profit or loss. Impairment loss is measured as the
difference between the asset’s carrying amount and the present value of estimated future cash flows
(excluding future credit losses that have not been incurred) discounted at the asset’s original effective
interest rate.
31 March 2012
4.15 Financial Assets (Cont’d)
Impairment of Financial Assets (Cont’d)
If, in a subsequent period, the amount of the impairment loss on loans and receivables decreases and the
decrease can be related objectively to an event occurring after the impairment was recognised (such as
an improvement in the debtor’s credit rating), the reversal of the previously recognised impairment loss is
recognised in profit or loss.
When an available-for-sale financial asset is impaired, the cumulative loss in relation to decline in fair
value previously recognised in other comprehensive income, is reclassified from equity and recognised in
profit or loss as a reclassification adjustment even though the financial asset has not been derecognised.
The amount of cumulative loss that is reclassified is the difference between the acquisition cost (less any
principal repayment and amortisation) and current fair value, less any impairment loss on that financial
asset previously recognised in profit or loss.
Impairment losses recognised in profit or loss for an investment in an equity instrument classified as
available-for-sale is not reversed through profit or loss. Increase in fair value, if any, subsequent to the
impairment loss, is recognised in other comprehensive income.
If the fair value of a debt instrument classified as available-for-sale, increases in a subsequent period and
the increase can be objectively related to an event occurring after the impairment loss was recognised
in profit or loss, the impairment loss is reversed with the amount of the reversal is recognised in profit or
loss.
An amount of impairment loss in respect of financial assets carried at cost is measured as the difference
between the carrying amount of the financial asset and the present value of estimated future cash flows
discounted at the current market rate of return for a similar financial asset. Such impairment losses are not
reversed in subsequent periods.
Derecognition of a Financial Asset
A financial asset is derecognised when, and only when, the contractual right to receive cash flows from the
financial asset has expired or the Group transfers the financial asset without retaining control or transfers
substantially all the risks and rewards of ownership of the financial asset to another party. On derecognition
of a financial asset in its entirety, the difference between the carrying amount and the sum of consideration
received (including any new asset obtained less any new liability assumed) and any cumulative gain or loss
that had been recognised directly in other comprehensive income is recognised in profit or loss.
4.16 Cash and Cash Equivalents
Cash and cash equivalents include cash in hand, bank balances, deposits with licensed banks, bank
overdrafts and highly liquid investments which are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value. The statements of cash flows are prepared
using the indirect method. Cash and cash equivalents (other than bank overdrafts) are categorised and
measured as loans and receivables in accordance with Note 4.15.
Annual Report 2012
63
31 March 2012
4.17 Equity Instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group and
the Company after deducting all of its liabilities. Ordinary shares are classified as equity instruments.
Distributions to holders of ordinary shares are debited directly to equity and interim dividends declared on
or before the end of the reporting period are recognised as liabilities. Final dividends are recognised upon
the approval of shareholders in a general meeting. Costs directly attributable to equity transactions are
accounted for as a deduction, net of tax, from equity.
4.18 Treasury Shares
Shares repurchased by the Company are held as treasury shares and are measured and carried at the cost
of purchase. Treasury shares are presented in the financial statements as a set-off against equity.
No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of treasury
shares. Should such shares be re-issued by re-sale in the open market, the difference between the sales
consideration and the carrying amount of the treasury shares is shown as a movement in equity. Where
treasury shares are distributed as share dividends, the cost of the treasury shares is applied in the reduction
of the share premium account or distributable retained profits or both.
4.19 Hire Purchase and Finance Lease Arrangements and Operating Leases
64
A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and rewards
incident to ownership of the leased assets. All other leases are classified as operating leases.
Assets acquired under hire purchase arrangements are recognised and measured in a similar manner as
finance leases.
(a)
Assets Acquired Under Hire Purchase and Finance Lease Arrangements
Assets acquired under hire purchase and finance lease arrangements are stated at the amounts
equal at the inception of the arrangement to the lower of the fair values and the present values of
the minimum hire purchase or lease payments.
The corresponding obligations are taken up as hire purchase or finance lease liabilities. Hire purchase
or lease payments are apportioned between the outstanding liabilities and finance charges which
are charged to profit or loss over the period of the hire purchase/lease term so as to produce a
constant periodic rate of interest on the remaining balance of the liabilities for each period.
The depreciation policy of property, plant and equipment acquired under hire purchase and finance
lease arrangements are consistent with the Group’s depreciation policy as set out in Note 4.8
above.
(b)
Operating Lease
Operating lease payments are recognised as an expense in the profit or loss on a straight line basis
over the period of the relevant leases.
31 March 2012
4.20 Financial Liabilities
The Group recognises all financial liabilities in its financial statements when, and only when, the Group
becomes a party to the contractual provisions of the instruments.
Classification and Measurement
Financial liabilities are initially measured at fair value plus, in the case of financial liabilities not at fair value
through profit or loss, directly attributable transaction costs.
Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other
financial liabilities. The Group does not have any financial liabilities at fair value through profit or loss.
Other financial liabilities are subsequently measured at amortised cost using the effective interest method.
Other financial liabilities of the Group include trade and other payables, loans and borrowings.
A gain or loss on other financial liabilities is recognised in profit or loss when the liabilities are derecognised
and through the amortisation process.
Derecognition of a Financial Liability
A financial liability is derecognised when, and only when, it is extinguished, i.e. when the obligation specified
in the contract is discharged or cancelled or expires. An exchange between an existing borrower and
lender of debt instruments with substantially different terms are accounted for as an extinguishment of the
original financial liability and the recognition of a new financial liability. Similarly, a substantial modification
of the terms of an existing financial liability is accounted for as an extinguishment of the original financial
liability and the recognition of a new financial liability. The difference between the carrying amount of a
financial liability extinguished or transferred to another party and the consideration paid, including any
non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
4.21 Financial Guarantee Contracts
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.
Subsequent to initial recognition, financial guarantee contracts are amortised in profit or loss using
the straight-line method over the contractual period or, when there is no specified contractual period,
recognised in profit or loss upon discharge of the guarantee. When settlement of a financial guarantee
contract becomes probable, an estimate of the obligation is made in accordance with FRS 137, Provisions,
Contingent Liabilities and Contingent Assets. If the carrying amount of the financial guarantee is lower than
the obligation estimated, the carrying value is adjusted to the obligation amount and accounted for as a
provision.
Annual Report 2012
65
31 March 2012
4.22 Provisions
Provisions are recognised when the Group has a present legal and constructive obligation as a result of
past events and it is probable that an outflow of resources embodying economic benefits will be required
to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the
effect of the time value of money is material, the amount of provision is measured at the present value of
the expenditure expected to be required to settle the obligation using a pre-tax rate that reflects current
market assessments of the time value of money and the risks specific to the liability. Where discounting is
used, the increase in the amount of a provision due to the passage of time is recognised as finance cost.
4.23 Borrowing Costs
Borrowing costs that are directly attributable to the acquisition, construction, production and preparation
of assets until they are ready for their intended use or sale are capitalised as part of the cost of those assets.
Other borrowing costs are recognised as an expense in the period in which they are incurred.
4.24 Contingent Liabilities and Contingent Assets
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed
by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the
Group or a present obligation that is not recognised because it is not probable that an outflow of resources
will be required to settle the obligation. A contingent liability also arises in extremely rare cases where
there is a liability that cannot be recognised because it cannot be measured reliably. The Group does not
recognise a contingent liability but discloses its existence in the financial statements.
A contingent asset is a possible asset that arises from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group.
The Group does not recognise a contingent asset but discloses its existence where the inflows of economic
benefits are probable, but not virtually certain.
In the acquisition of subsidiaries by the Group under business combinations, contingent liabilities assumed
are measured initially at their fair value at the acquisition date, irrespective of the extent of any noncontrolling interest.
4.25 Employee Benefits
66
(a)
Short Term Employee Benefits
Wages, salaries and social security contributions, paid annual and sick leave, bonuses and nonmonetary benefits are recognised as an expense or included in the costs of assets, where applicable,
in the period in which the associated services are rendered by employees of the Group.
(b)
Post-Employment Benefits
Defined Contribution Plans
The Group provides post-employment benefits by way of contribution to defined contribution plans
operated by the relevant authorities at the prescribed rates.
31 March 2012
4.25 Employee Benefits (Cont’d)
(b)
Post-Employment Benefits (Cont’d)
Defined Contribution Plans (Cont’d)
Defined contribution plans are post-employment benefits plans under which the Group pays fixed
contributions into a separate entity (a fund) and will have no legal or constructive obligation to pay
further contributions if the fund does not hold sufficient assets to pay all employee benefits relating
to employee service in the current and prior periods.
The Group’s contributions to defined contribution plans are recognised as an expense in the income
statement in the period to which the contributions relate or included in the costs of assets, where
applicable.
Termination Benefits
Termination benefits are recognised as a liability and an expense when the Group is committed
to terminate the employment of current employees according to a detailed formal plan without
possibility of withdrawal. Termination benefits falling over more than twelve (12) months after the
end of the reporting period are discounted to present value.
4.26 Income Taxes
Tax expense is the aggregate amount of current and deferred taxation. Current and deferred taxes are
recognised as income or expense in profit or loss except to the extent that the taxes relate to items
recognised outside profit or loss, either in other comprehensive income or directly in equity or a business
combination.
Current tax is the expected tax payable on taxable income for the year, computed using tax rates enacted
or substantively enacted by the end of the reporting period.
Deferred tax is provided using the liability method on temporary differences at the end of the reporting
period between the carrying amounts of assets and liabilities and the amounts attributed to those assets
and liabilities for taxation purposes.
Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are
recognised for all deductible temporary differences and unutilised tax losses and unused tax credits to
the extent that it is probable that future taxable profit will be available against which the assets can be
utilised.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and is reduced
to the extent that it is no longer probable that the related tax benefits will be realised.
Tax rates enacted or substantively enacted by the end of the reporting period are used to determine
deferred tax.
Annual Report 2012
67
31 March 2012
4.26 Income Taxes (Cont’d)
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax
assets against current tax liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and liabilities on a net basis.
4.27 Revenue Recognition
68
Revenue is measured at the fair value of the consideration received or receivable for the sale of goods or
rendering of services in the ordinary course of the Group’s activities. Revenue is recognised when it can
be measured reliably and to the extent that it is probable that the economic benefits associated to the
transactions will flow to the Group. The following specific recognition criteria must also be met before
revenue is recognised.
(a)
Sales of Goods
Revenue from sale of goods is recognised upon the transfer of significant risks and rewards of
ownership to the buyer of the goods, net of discounts and returns. 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.
(b)
Revenue from Services
Revenue from services is recognised upon rendering of the services.
(c)
Revenue from Sale of Properties
Revenue from sale of properties on property development activities is recognised based on the
policy as disclosed in Note 4.11(c).
(d)
Revenue from Construction Contracts
Revenue from construction contracts is recognised based on the policy as disclosed in Note 4.12(a).
(e)
Dividend Income
Dividend income is recognised when the right to receive payment has been established.
(f)
Interest Income
Interest income is recognised on an accrual basis using the effective interest method.
(g)
Rental Income
Revenue from letting of properties is recognised on an accrual basis over the period of tenancy.
All intra-group revenue are eliminated on consolidation.
31 March 2012
5. Adoption of New FRSs, Amendments to FRSs and IC Interpretations
5.1 New FRSs Adopted During the Current Financial Year
During the financial year, the Group and the Company have adopted the following new and revised FRSs,
IC Interpretations and Amendments to FRSs and IC Interpretations that are relevant to their operations and
which are effective from the beginning of the current financial year:
FRS 3
FRS 127
IC Interpretation 4
IC Interpretation 17
Business Combinations (Revised)
Consolidated and Separate Financial Statements (Revised)
Determining Whether an Arrangement Contains a Lease
Distribution of Non-cash Assets to Owners
Transfer of Assets from Customers
Amendments to:
FRS 5
Non-current Assets Held for Sale and Discontinued Operations
FRS 7
Improving Disclosures about Financial Instruments
FRS 138
Intangible Assets
IC Interpretation 9
Reassessment of Embedded Derivatives
Amendments to FRSs classified as “Improvements to FRSs (2010)”
The adoption of the new and revised FRSs, Interpretations and Amendments to FRSs and Interpretations did
not result in any significant effects on the results and financial position of the Group and the Company nor
any significant changes in the presentation and disclosure of amounts in the financial statements other than
those as disclosed below:
(a) FRS 3: Consolidated and Separate Financial Statements
This Standard supersedes the existing FRS 3 and now includes business combinations involving mutual
entities and those achieved by way of contract alone. Any non-controlling interest in an acquiree shall
be measured at fair value or as the non-controlling interest’s proportionate share of the acquiree’s net
identifiable assets.
The time limit on the adjustment to goodwill due to the arrival of new information on the crystallisation
of deferred tax benefits shall be restricted to the measurement period resulting from the arrival of the
new information. Contingent liabilities acquired arising from present obligations shall be recognised,
regardless of the probability of outflow of economic resources.
Acquisition-related costs shall be accounted for as expenses in the periods in which the costs are incurred
and the services are received. Consideration transferred in a business combination, including contingent
consideration, shall be measured and recognised at fair value at acquisition date. Any changes in the
amount of consideration to be paid will no longer be adjusted against goodwill but recognised in profit
or loss.
Annual Report 2012
69
31 March 2012
5. Adoption of New FRSs, Amendments to FRSs and IC Interpretations (Cont’d)
5.1 New FRSs Adopted During the Current Financial Year (Cont’d)
(a) FRS 3: Consolidated and Separate Financial Statements (Cont’d)
In business combinations achieved in stages, the acquirer shall remeasure its previously held equity
interest at its acquisition date fair value and recognise the resulting gain or loss in profit or loss.
The Group applied this standard prospectively in accordance with the transitional provisions of revised
FRS 3. Assets and liabilities that arose from business combinations whose acquisition dates were before
1 July 2010 are not adjusted.
During the financial year, the newly acquired subsidiary was accounted for in accordance with this new
Standard.
(b) FRS 127: Consolidated and Separate Financial Statements
This Standard supersedes the existing FRS 127 and replaces the current term “minority interest” with a
new term “non-controlling interest” which is defined as the equity in a subsidiary that is not attributable,
directly or indirectly, to a parent. Accordingly, total comprehensive income shall be attributed to the
owners of the parent and to the non-controlling interests, even if this results in the non-controlling
interests having a deficit balance.
The Group applied this standard prospectively in accordance with the transitional provisions of FRS
127.
The effects on the adoption of FRS 127 as compared to the previous accounting treatment on the current
financial statements are as follows:
Increase/
(Decrease)
RM’000
70
Consolidated statement of financial position
Reserves
384
(384)
Consolidated statement of comprehensive income
Profit attributable to owners of the parent
Profit attributable to non-controlling interests
Total comprehensive income attributable to owners of the parent
Total comprehensive income attributable to non-controlling interests
384
(384)
384
(384)
31 March 2012
5.1 New FRSs Adopted During the Current Financial Year (Cont’d)
(c) Amendments to FRS 7: Improving Disclosures about Financial Instruments
The Amendments to FRS 7 require enhanced disclosures about fair value measurements. Disclosure of
fair value measurements of financial instruments has been enhanced by classifying them using a threelevel fair value hierarchy. In addition, specific disclosures on significant transfers between Level 1 and
Level 2 of the fair value hierarchy and a detailed reconciliation for fair value measurements in Level 3 of
the fair value hierarchy are now required.
In accordance with the transitional provisions of Amendments to FRS 7, the new disclosures have not been
provided for in the comparative period. The adoption of these Amendments affect only the disclosures
in financial statements and did not have any financial impact on the Group and the Company.
5.2 New and Revised FRSs, IC Interpretations and Amendments to FRSs and IC Interpretations That Are
Not Yet Effective and Have Not Been Early Adopted
Effective for annual
periods beginning
on or after
FRS 124
Amendments to FRS 7
Amendments to FRS 112
Extinguishing Financial Liabilities with Equity
Related Party Disclosures (Revised)
Disclosures - Transfers of Financial Assets
Deferred Tax - Recovery of Underlying Assets
1 July 2011
1 January 2012
1 January 2012
1 January 2012
The Group and the Company will adopt the above FRSs, IC Interpretations and the relevant amendments when
they become effective and they are not expected to have any significant impact on the financial statements
of the Group and the Company upon their initial application.
5.3 New Malaysian Financial Reporting Standards (“MFRS”) Framework
On 19 November 2011, the Malaysian Accounting Standards Board (‘MASB’) announced the issuance of the
new MFRS framework that is applicable to entities other than private entities. However, the Group has elected
for the continued use of FRS for the financial year ending 31 March 2013 as a transitioning entity affected by
the scope of MFRS 141 and/or IC Interpretation 15. The Group would subsequently adopt the MFRS framework
for the financial year ending 31 March 2014.
The subsequent adoption of the MFRS framework would result in the Group preparing an opening MFRS
statement of financial position as at 1 April 2012 which adjusts for differences between the classification and
measurement bases in the existing FRS framework versus that in the new MFRS framework. This would also
result in a restatement of the financial performance for the financial year ending 31 March 2013 in accordance
with MFRS which would form the MFRS comparatives for the financial year ending 31 March 2014.
Annual Report 2012
71
31 March 2012
5.3 New Malaysian Financial Reporting Standards (“MFRS”) Framework (Cont’d)
The MFRSs and IC Interpretations expected to be adopted are as follows:
MFRS 1
MFRS 2
MFRS 3
MFRS 4
MFRS 5
MFRS 6
MFRS 7
MFRS 8
MFRS 9
MFRS 10
MFRS 11
MFRS 12
MFRS 13
MFRS 101
MFRS 102
MFRS 107
MFRS 108
MFRS 110
MFRS 111
MFRS 112
MFRS 116
MFRS 117
MFRS 118
MFRS 119
MFRS 120
MFRS 121
MFRS 123
MFRS 124
MFRS 126
MFRS 127
MFRS 128
MFRS 129
MFRS 132
MFRS 133
MFRS 134
MFRS 136
MFRS 137
MFRS 138
72
First-time Adoption of Malaysian Financial Reporting Standards
Share-based Payment
Business Combinations
Insurance Contracts
Non-current Assets Held for Sale and Discontinued Operations
Exploration for and Evaluation of Mineral Resources
Financial Instruments: Disclosures
Operating Segments
Financial Instruments
Consolidated Financial Statements
Joint Arrangements
Disclosure of Interests in Other Entities
Fair Value Measurement
Presentation of Financial Statements
Inventories
Statement of Cash Flows
Accounting Policies, Changes in Accounting Estimates and Errors
Events After the Reporting Period
Construction Contracts
Income Taxes
Property, Plant and Equipment
Leases
Revenue
Employee Benefits
Accounting for Government Grants and Disclosure of Government Assistance
The Effects of Changes in Foreign Exchange Rates
Borrowing Costs
Related Party Disclosures
Accounting and Reporting by Retirement Benefit Plans
Separate Financial Statements
Investments in Associates and Joint Ventures
Financial Reporting in Hyperinflationary Economies
Financial Instruments: Presentation
Earnings Per Share
Interim Financial Reporting
Impairment of Assets
Provisions, Contingent Liabilities and Contingent Assets
Intangible Assets
31 March 2012
5.3 New Malaysian Financial Reporting Standards (“MFRS”) Framework (Cont’d)
The MFRSs and IC Interpretations expected to be adopted are as follows: (Cont’d)
MFRS 139
Financial Instruments: Recognition and Measurement
MFRS 140
Investment Property
MFRS 141
Agriculture
Improvements to MFRSs (2008)
IC Interpretation 1
Changes in Existing Decommissioning, Restoration and Similar Liabilities
IC Interpretation 2
Members’ Shares in Co-operative Entities and Similar Instruments
IC Interpretation 4
Determining whether an Arrangement contains a Lease
IC Interpretation 5
Rights to Interests arising from Decommissioning, Restoration and Environmental
Rehabilitation Funds
IC Interpretation 6
Liabilities arising from Participating in a Specific Market – Waste Electrical and
Electronic Equipment
IC Interpretation 7
Applying the Restatement Approach under MFRS 129 Financial Reporting in
Hyperinflationary Economies
Interim Financial Reporting
Service Concession Arrangements
Customer Loyalty Programmes
MFRS 119 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements
and their Interaction
Agreements for the Construction of Real Estate
Hedges of a Net Investment in a Foreign Operation
Distributions of Non-cash Assets to Owners
Transfers of Assets from Customers
Extinguishing Financial Liabilities with Equity Instruments
Stripping Costs in the Production Phase of a Surface Mine
IC Interpretation 107 Introduction of the Euro
IC Interpretation 110 Government Assistance – No Specific Relation to Operating Activities
IC Interpretation 115 Operating Leases – Incentives
IC Interpretation 125 Income Taxes – Changes in the Tax Status of an Entity or its Shareholders
IC Interpretation 127 Evaluating the Substance of Transactions Involving the Legal Form of a Lease
IC Interpretation 129 Service Concession Arrangements: Disclosures
IC Interpretation 131 Revenue – Barter Transactions Involving Advertising Services
IC Interpretation 132 Intangible Assets – Web Site Costs
Currently, the Group does not expect any material impact on its financial position and performance arising
from the adoption of the above MFRSs, Amendments to MFRSs and IC Interpretations. However, the financial
impact may change or additional impacts may be identified, prior to the completion of the Group’s first MFRS
based financial statements.
Annual Report 2012
73
31 March 2012
6. Significant Accounting Judgements and Key Sources of Estimation Uncertainty
The preparation of financial statements in conformity with Financial Reporting Standards requires the directors
to exercise their judgements in the process of applying the Group’s accounting policies and which may have
significant effects on the amounts recognised in the financial statements. It also requires the use of accounting
estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets
and liabilities as at the date of the financial statements and the results reported for the reporting period and that
may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within
the next financial year. Although these estimates and assumptions are based on the directors’ best knowledge of
events and actions, actual results may differ.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and future periods.
6.1 Significant Judgements in Applying the Group’s Accounting Policies
In the process of applying the Group’s accounting policies, the directors are of the opinion that any instances
of application of judgement are not expected to have significant effect on the amounts recognised in the
financial statements, apart from those involving estimations which are dealt with below.
6.2 Key Sources of Estimation Uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of
the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year, are discussed below.
(a) Property Development/Construction Contracts
The Group recognises revenue from property development and construction activities and the related
expenses in profit or loss by using the percentage of completion method. The percentage of completion
is determined by the proportion that property development/contract costs incurred for work performed
to-date compares to the estimated total property development/contract costs.
Significant judgement is required in determining the stage of completion, the extent of the property
development/contract costs incurred, the estimated total property development/contract revenue and
costs, as well as the recoverability of the property development/construction contracts. Total property
development/contract revenue also includes an estimation of variation works that are recoverable from
customers. In making the judgement, the Group evaluates by relying on past experience and the work
of specialists.
(b) Impairment of Assets
74
The Group assesses impairment of property, plant and equipment, land held for development and
property development costs when the events or changes in circumstances indicate that the carrying
amounts of the assets may not be recoverable. In assessing such impairment, the recoverable amount
of the assets is estimated using the latest available fair value after taking into account the costs to sell or
expected value in use of the relevant assets.
31 March 2012
6. Significant Accounting Judgements and Key Sources of Estimation Uncertainty (Cont’d)
6.2 Key Sources of Estimation Uncertainty (Cont’d)
(c) Deferred Tax Assets
Deferred tax assets are recognised for unutilised tax losses, unabsorbed capital allowances and other
deductible temporary differences to the extent that it is probable that taxable profit will be available
against which the tax losses, capital allowances and other deductible temporary differences can be
utilised. Management judgement is required to determine the amount of deferred tax assets that can
be recognised, based on the assessment on the probability of the availability of future taxable profits
and likely timing. The total carrying amount of deferred tax assets recognised on unutilised tax losses,
unabsorbed capital allowances and other deductible temporary differences of the Group as at the end
of the reporting period is RM10,380,000 (2011 : RM21,731,000).
The unrecognised unutilised tax losses, unabsorbed capital allowances and other deductible temporary
differences are disclosed under Note 17.
(d) Impairment Test on Investments in Subsidiaries and Impairment of Amounts Due from
Subsidiaries
The Directors review the investments in subsidiaries for impairment when there is an indication of
impairment and assess the impairment of amounts due from subsidiaries when the receivables are
long outstanding. The recoverable amounts of the investments in subsidiaries and amounts due from
subsidiaries are assessed by reference to the fair value of the underlying assets.
7. Property, Plant and Equipment
Group
2012
Cost
Additions
Disposals
Write offs
Effects of changes in exchange rates
Freehold Leasehold
land
land Buildings
RM’000
RM’000
RM’000
544
544
184
184
5,837
10,372
16,209
Mini
Plant,
Hydro equipment Furniture
power and motor
and
plant
vehicles
fittings
RM’000
RM’000
RM’000
27,368
30
27,398
5,633
1,030
(970)
2
5,695
3,962
200
(46)
(8)
2
4,110
Total
RM’000
43,528
11,632
(1,016)
(8)
4
54,140
Annual Report 2012
75
31 March 2012
7. Property, Plant and Equipment (Cont’d)
Group
2012
Accumulated depreciation/ Accumulated
impairment losses
Charge for the year
Disposals
Write offs
Balance as at 31 March 2012 comprised:
- Accumulated depreciation
- Accumulated impairment losses
Net book value as at 31 March 2012
Group
2011
76
Freehold Leasehold
land
land Buildings
RM’000
RM’000
RM’000
Mini
Plant,
power and motor
and
plant
vehicles
fittings
RM’000
RM’000
RM’000
Total
RM’000
94
94
65
3
68
1,719
257
1,976
1,637
1,316
2,953
2,488
526
(667)
1
2,348
2,759
385
(28)
(7)
1
3,110
8,762
2,487
(695)
(7)
2
10,549
94
94
450
68
68
116
1,976
1,976
14,233
2,953
2,953
24,445
2,348
2,348
3,347
3,110
3,110
1,000
10,455
94
10,549
43,591
Mini
Plant,
power and motor
and
plant
vehicles
fittings
RM’000
RM’000
RM’000
Total
RM’000
Freehold Leasehold
land
land Buildings
RM’000
RM’000
RM’000
Cost
- as previously reported
- effects of adopting Amendment to FRS 117
1,109
-
184
6,161
-
27,185
-
6,785
-
5,593
-
46,833
184
Additions
Disposals
Write offs
Reclassification
1,109
(565)
544
184
184
6,161
(324)
5,837
27,185
183
27,368
6,785
1,359
(1,598)
(90)
(24)
(799)
5,633
5,593
301
(69)
(2,642)
(20)
799
3,962
47,017
1,843
(2,556)
(2,732)
(44)
43,528
31 March 2012
Group
2011
Accumulated depreciation/ Accumulated
impairment losses
- effects of adopting Amendment to FRS 117
Charge for the year
Additional impairment during the year
Disposals
Write offs
Reclassification
Balance as at 31 March 2011 comprised:
- Accumulated depreciation
- Accumulated impairment losses
Company
2012
Mini
Plant,
power and motor
and
plant
vehicles
fittings
RM’000
RM’000
RM’000
Freehold Leasehold
land
land Buildings
RM’000
RM’000
RM’000
Total
RM’000
-
62
1,746
-
324
-
3,940
-
4,192
-
10,202
62
94
94
62
3
65
1,746
131
(158)
1,719
324
1,313
1,637
3,940
388
(1,012)
(90)
(7)
(731)
2,488
4,192
479
(31)
(2,594)
(18)
731
2,759
10,264
2,314
94
(1,201)
(2,684)
(25)
8,762
94
94
450
65
65
119
1,719
1,719
4,118
1,637
1,637
25,731
2,488
2,488
3,145
2,759
2,759
1,203
8,668
94
8,762
34,766
Plant,
equipment
and motor
Buildings
vehicles
RM’000
RM’000
Furniture
and
fittings
RM’000
Total
RM’000
Cost
Additions
Disposals
609
609
2,329
582
(369)
2,542
358
10
368
3,296
592
(369)
3,519
Accumulated depreciation
Charge for the year
Disposals
585
24
609
611
304
(233)
682
222
76
298
1,418
404
(233)
1,589
-
1,860
70
1,930
Annual Report 2012
77
31 March 2012
Company
2011
Plant,
equipment
and motor
Buildings
vehicles
RM’000
RM’000
Furniture
and
fittings
RM’000
Total
RM’000
Cost
Additions
Disposals
Write offs
609
609
1,859
1,024
(554)
2,329
426
10
(78)
358
2,894
1,034
(554)
(78)
3,296
Charge for the year
Disposals
Write offs
561
24
585
676
188
(253)
611
229
69
(76)
222
1,466
281
(253)
(76)
1,418
24
1,718
136
1,878
7.1 Property, plant and equipment include the following assets acquired under hire purchase:
Group
Cost
RM’000
Accumulated
depreciation
RM’000
Net book
value
RM’000
Depreciation
charge
RM’000
4,318
1,164
3,154
469
3,925
1,169
2,756
351
2,538
681
1,857
304
2,328
610
1,718
343
2012
Motor vehicles
2011
Motor vehicles
Company
2012
Motor vehicles
2011
Motor vehicles
78
31 March 2012
7.2 There are no encumbrances on the Property, Plant and Equipment of the Group and of the Company other
than the assets stated under Note 7.1 and the following assets of subsidiaries which have been charged to
financial institutions in consideration for term loans facilities granted as disclosed in Note 27.1 and Note
27.4:
Group
Net book value
Buildings
Mini hydro power plant
2012
RM’000
2011
RM’000
10,304
24,445
25,731
8. Investment Properties
Group
2012
RM’000
2011
RM’000
Cost
Balance at beginning of year
Additions
Disposal of a subsidiary (Note 9.3.1(a))
Balance as at end of year
298,068
164,251
(262,656)
187
199,850
263,347
38,372
(3,651)
298,068
Balance as at beginning of year
Depreciation charge for the year
Disposal of a subsidiary (Note 9.3.1(a))
Balance at end of year
4,984
2,869
(6,454)
58
1,457
1,454
3,562
(32)
4,984
Net carrying amount at 31 March
198,393
293,084
Fair value
254,391
371,810
8.1 On 30 September 2011, a wholly-owned subsidiary of the Company, Living Development Sdn. Bhd. (“LDSB”),
acquired 30 retail lots of Amcorp Mall, 10 office lots located within Amcorp Mall, PJ Tower and Amcorp
Tower, 7 business suites of Menara Melawangi and 1,454 car park bays, all located within the commercial
mixed development known as Amcorp Trade Centre (“the Property”) from Melawangi Sdn. Bhd. for a cash
consideration of RM75,000,000.
Part of the Property amounting to RM10,372,000 is classified under property, plant and equipment as it
is occupied by the Group. Subsequent thereto, LDSB acquired further units within the Property for a cash
consideration of RM9,900,000. The total cash consideration on the acquisition of the units within the Property
is amounted to RM84,900,000.
Annual Report 2012
79
31 March 2012
8. Investment Properties (Cont’d)
8.2 On 13 October 2010, the Company announced that the Company had entered into an Agreement For Sale
(“Agreement”) with British Land Offices (Non-City) Limited to purchase a freehold property known as 95-99
Baker Street, 405 Durweston Mews, London W1, United Kingdom (“the Property”) for a cash consideration of
GBP16,250,000, equivalent to approximately RM79,576,000 (“Proposed Acquisition”).
The Company nominated its subsidiary, Country Realty Limited to complete the Agreement and to take
transfer of the Property on 29 March 2012.
The Property comprise of 19 high-end residential apartments arranged over 6 upper floors with 2 lettable
commercial units across the ground and lower ground floors.
At the end of the reporting period, the investment properties of the Group consist of two (2) parcels of
freehold land with buildings thereon which are located in London, United Kingdom and one (1) leasehold
land and buildings thereon which is located in Petaling Jaya, Malaysia.
The investment properties with a carrying amount of RM188,199,000 (2011: RM255,120,000) have been
pledged to financial institutions for term loan facilities granted to the Group as disclosed in Note 27.1 and
Note 27.2.
The fair values of the investment properties are arrived at based on the directors’ estimates by reference to
independent valuations and comparisons with latest transacted prices.
The amounts of rental income and operating expenses recognised in the profit or loss during the financial
year in relation to the investment properties, all of which are revenue generating, are as follows:
Group
Rental income
Direct operating expenses
Depreciation
2012
RM’000
2011
RM’000
17,675
3,518
2,869
26,377
4,047
3,562
9. Investments in Subsidiaries
Company
2012
2011
RM’000
RM’000
Unquoted shares, at cost
Deemed capital contribution to a subsidiary
80
499,896
199,168
699,064
492,296
199,168
691,464
31 March 2012
9. Investments in Subsidiaries (Cont’d)
Company
2012
2011
RM’000
RM’000
Accumulated impairment losses:
- at beginning of year
- addition
- transferred from impairment loss on amount due from subsidiaries upon:
- capitalisation of debts as cost of investment in a subsidiary (Note 21.1(b))
- classification of debts as deemed capital contribution to a subsidiary
- written off
(294,772)
(13,670)
(145,937)
-
(308,442)
390,622
(99,229)
(55,056)
5,450
(294,772)
396,692
Loan to a subsidiary is unsecured, interest free and no repayment term is stipulated. The loan is deemed by the
Company as a capital contribution to the subsidiary.
9.1 Group’s and Company’s Equity Interest in Subsidiaries
The Group’s equity interest in the subsidiaries and their respective principal activities are as set out in Note
49.
9.2 Acquisition of Subsidiaries/Addition Interests and Subscription of Shares in Subsidiaries
9.2.1 Acquisition/Incorporation of Subsidiaries in the Current Financial Year
On 30 November 2011, the Group incorporated Neo Elements Limited, a wholly-owned subsidiary of
the Group. Neo Elements Limited is incorporated in the British Virgin Islands with an issued and paidup share capital of GBP1.00 comprising 1 ordinary share of GBP1.00 each or equivalent to RM5 each.
The acquisition has no material financial effect to the Group.
9.2.2 Acquisition of Subsidiaries in the Previous Financial Year
On 10 December 2010, the Company acquired the following two (2) wholly-owned subsidiaries for a
cash consideration of GBP1.00 or equivalent to RM5 for each company:
(a)
(b)
Riverich Limited; and
Country Realty Limited.
The above acquisitions have no material financial effect to the Group in the previous financial year.
Annual Report 2012
81
31 March 2012
9.2 Acquisition of subsidiaries/Addition interests and subscription of shares in subsidiaries (Cont’d)
9.2.3 Subscription to Additional Shares Issued by Subsidiaries During the Financial Year
During the financial year, the Company subscribed to the following additional shares issued by the
following wholly-owned subsidiaries:
(a)
600,000 new ordinary shares of RM1.00 each issued by Distrepark Sdn. Bhd. at an issue price of
RM8.33 per ordinary shares for cash consideration; and
(b)
2,599,998 new ordinary shares of RM1.00 each issued by Regal Genius Sdn. Bhd. at an issue
price of RM1.00 per ordinary shares for cash consideration.
The subscription of new shares has no financial impact to the consolidated financial results for the
current financial year.
9.2.4 Subscription to Additional Shares Issued by Subsidiaries in the Previous Financial Year
In the previous financial year, the Company subscribed to the following additional shares issued by
the following wholly-owned subsidiaries:
(a)
25,000 new ordinary shares of RM1.00 each issued by Amcorp Management Services Sdn. Bhd.
at an issue price of approximately RM7,038 per ordinary shares and 25,000 new redeemable
convertible preference shares of RM1.00 each at par by way of capitalisation of inter-company
advances of RM175,982,000;
(b)
100 new ordinary shares of RM1.00 each issued by Walleng Enterprises Sdn. Bhd. at an issue
price of RM288,101 per ordinary share for cash consideration; and
(c)
4,999,998 new ordinary shares of RM1.00 each issued by Amcorp Power Sdn. Bhd. at par
settled by way of capitalisation of inter-company advances of RM1,021,000 and the remaining
consideration by way of cash.
The subscription of new shares had no financial impact to the consolidated financial results in the
previous financial year.
9.3 Disposal of Subsidiaries
9.3.1 Subsidiaries Disposed/Struck Off During the Financial Year
(a)
82
On 17 June 2011, a wholly-owned subsidiary of the Company, Walleng Enterprises Sdn. Bhd.
(“WESB”), entered into a conditional Share Sale and Purchase Agreement (“SSPA”) with Golden
Spectre Limited (“GSL”) (WESB and GSL hereinafter collectively referred to as “the Sellers”) and
Britel Fund Trustees Limited (“the Purchaser”) to dispose off the 60% equity interest in Westlink
Global Investments Limited (“WGIL”) held by WESB. The remaining 40% equity interest in WGIL
is held by GSL. WGIL is a property investment company whose principal asset is a commercial
property located at 40/50 Eastbourne Terrace, Paddington, London W2 6LG (“the Property”).
31 March 2012
9.3 Disposal of Subsidiaries (Cont’d)
9.3.1 Subsidiaries Disposed/Struck Off During the Financial Year (Cont’d)
(a)
The Sellers disposed off their respective equity interest in WGIL including advances to WGIL to
the Purchaser for a sale consideration net of bank loans of GBP45,509,000.
The disposal was completed on 6 September 2011 with a net cash consideration of
RM132,213,000 to WESB and resulted in a gain of RM70,038,000 to the Group and WGIL ceased
to be a subsidiary of the Group.
The effects of disposal to the Group were as follows:
As at the
date of
disposal
RM’000
Net assets disposed:
Investment property
Trade and other receivables
Cash and bank balances
Trade and other payables
Provision for taxation
Borrowings
Shareholder’s loan
Gain on disposal to the Group
Consideration from disposal
Cash and bank balances of subsidiary disposed
Net cash inflow on disposal
256,202
1,761
3,050
(2,653)
(1,856)
(157,172)
(36,564)
(593)
62,175
70,038
132,213
(3,050)
129,163
Annual Report 2012
83
31 March 2012
9.3.1 Subsidiaries Disposed/Struck Off During the Financial Year (Cont’d)
(a)
The effects of the disposals on the financial results of the Group up to the date of disposal are
as follows:
Management
account up
to the date
of disposal
RM’000
Revenue
Other operating income
Depreciation and amortisation
Other operating expenses
Profit from operations
Finance costs
Loss before taxation
Taxation
Net profit for the period
(b)
12,164
7
(1,502)
(1,446)
9,223
(6,881)
2,342
349
2,691
On 28 December 2011, the Company entered into Sale and Purchase Agreements to dispose
the entire equity interest in the following two (2) wholly-owned subsidiary companies for a
cash consideration of RM2.00 each (“Disposals”):
i.
ii.
Cemara Angkasa Sdn. Bhd. (formerly known as AMDB Engineering Services Sdn. Bhd.)
(“CASB”); and
Cemara Sejati Sdn. Bhd. (formerly known as AMDB Technics Sdn. Bhd.) (“CSSB”).
The Disposals have been completed on even date. CASB & CSSB were dormant and the
Disposals have no material effect to the Company and the Group.
(c)
An indirect subsidiary of the Company, Netcoin Sdn. Bhd. had been struck off from the register
of Companies Commission of Malaysia upon the application by the Company.
9.3.2 Subsidiaries Struck Off/Wound Up in the Previous Financial Year
(a)
The following direct and indirect subsidiaries of the Company have been struck off from the
register of Companies Commission of Malaysia and the Companies Registry of Hong Kong
respectively upon the application by the Company:
(i)
(ii)
(iii)
(iv)
84
Beringin Indah Sdn. Bhd.
Kaktus Permai Sdn. Bhd.
Kaktus Ceria Sdn. Bhd.
Taifab Hongkong Limited
(v)
(vi)
(vii)
(viii)
Jelas Warna Sdn. Bhd.
AMCE Builders Sdn. Bhd.
Taifab Trading (M) Sdn. Bhd.
Gerak Rasmi Sdn. Bhd.
31 March 2012
9.3.2 Subsidiaries Struck Off/Wound Up in the Previous Financial Year (Cont’d)
(b)
Ideal Resort Sdn. Bhd. (“IRSB”), a direct subsidiary of the Company had held its Final Meeting
to conclude the members’ voluntary winding-up. The Liquidator has lodged a Return relating
to Final Meeting with the Companies Commission of Malaysia and the Official Receiver on 28
September 2010. IRSB had since been dissolved on 28 December 2010.
The above striking-offs and winding up have no material financial effect to the Group.
10. Investments in Associates
Group
Unquoted shares, at cost
Allowance for impairment losses
Group’s share of post- acquisition results net of dividend
received
2012
RM’000
2011
RM’000
Company
2012
2011
RM’000
RM’000
122,111
(4,648)
154,555
(10,628)
113,546
(3,000)
132,007
(5,879)
8,111
125,574
(16,960)
126,967
110,546
126,128
10.1 The Group’s effective interest in the associates and their respective principal activities are as set out in Note
50.
10.2 During the financial year, Prisma Tulin Sdn. Bhd. redeemed 9,800,000 preference shares of RM1.00 each held
by the Company at RM1.00 per share. The Group and the Company also received cumulative dividend on
preference shares of RM5,744,000 in accordance with the terms of the preference shares.
10.3 The movements of allowance for impairment losses are as follows:
Group
At beginning of year
Addition
Disposal
At end of year
2012
RM’000
2011
RM’000
10,628
(5,980)
4,648
27,820
(17,192)
10,628
Company
2012
2011
RM’000
RM’000
5,879
3,000
(5,879)
3,000
23,071
(17,192)
5,879
Annual Report 2012
85
31 March 2012
10. Investments in Associates (Cont’d)
10.4 The summarised financial information of the associates are as follows:
Group
Assets and liabilities
Total assets
Total liabilities
Net assets
Results
Revenue
2012
RM’000
2011
RM’000
1,449,521
(854,113)
595,408
1,588,666
(1,022,836)
565,830
335,105
144,836
602,032
74,098
10.5 In the current financial year 2012, the Company disposed off 2,086,800 ordinary shares of RM1.00 each in
Lafarge Concrete (Malaysia) Sdn. Bhd. (“LCM”), representing 30% of equity interest in LCM for a total cash
consideration of RM10,216,000. The disposal resulted in a gain of RM712,000 and RM7,434,000 to the Group
and the Company respectively.
10.6 In the previous financial year 2011, the Company disposed off 2,000,000 ordinary shares of RM1.00 each
in Selaman Sdn. Bhd. (“SSB”), representing 40% of equity interest in SSB for a total cash consideration
of RM20,000,000. The disposal has resulted in a net loss of RM10,324,000 to the Group and a net gain of
RM6,650,000 to the Company.
10.7 The financial year end of the direct and indirect associates are coterminous with the Company except for
the following:
Companies
86
Financial year end
Prisma Tulin Sdn. Bhd.
)
30 June
Augustland Hotel Sdn. Bhd.,
Bangi Hotel Sdn. Bhd.,
Planergo (Pte) Limited.
)
)
)
31 December
31 March 2012
11. Investment in a Jointly Controlled Entity
Group
Investment in a jointly controlled entity
2012
RM’000
2011
RM’000
27,546
-
Company
2012
2011
RM’000
RM’000
-
-
11.1 The Group’s effective interest in the jointly controlled entity are as follows:
Jointly controlled entity
NEOd Investments LLP
Country of
incorporation
Group’s effective
equity interest Principal activities
2012
2011
United
Kingdom
75
-
Property investment
United
Kingdom
75
-
Property trading
Subsidiary of NEOd Investments LLP
NEOd Trade Limited
11.2 On 19 March 2012, Neo Elements Limited (“Neo Elements”), a wholly-owned subsidiary of the Company
had entered into a joint venture with Native Land Limited (“Native Land”), Bankside 4 Limited (“Bankside4”)
and Clan PavD LLP (“Clan”) (“Joint Venture”) via a members’ agreement (“Members’ Agreement”) in relation
to the jointly controlled entity, NEOd Investments LLP (“NEOd Investments” or “JV Entity”), which is a limited
liability partnership incorporated under the laws of England and Wales.
(Neo Elements, Native Land, Bankside4 and Clan shall collectively be referred to as “Members”)
The Members had agreed to set up NEOd Investments for the acquisition of Pavilion D of the prime
residential development known as NEO Bankside, 5 Sumner Street, London, SE1 9RE (“the Property”) for
a total purchase consideration of GBP49.6 million (“Acquisition”). The Property comprised of 53 residential
units with a total area of 49,854 square feet, one (1) retail unit with a total area of 2,959 square feet and four
(4) car park spaces. 15 residential units will be targeted for sale before the actual completion date.
NEOd Investments has obtained a bank loan up to GBP27.5 million to finance the acquisition with Neo
Elements taking an equity stake of between 69% to 75% equivalent to GBP16.5 million to GBP20.0 million
depending on the number of pre-sale units.
On execution of the Members’ Agreement, the Neo Elements had made a contribution of GBP5.625 million
with the balance on completion of the Acquisition, expected in July 2012.
Annual Report 2012
87
31 March 2012
12. Other Investments
Group
Available-for-sale financial assets
Quoted in Malaysia:
- shares
Unquoted
- bonds
Other investments
Golf club membership
Less: Allowance for diminution in value
Company
2012
2011
RM’000
RM’000
2012
RM’000
2011
RM’000
2,309
1,906
1,360
933
5,464
7,773
5,160
7,066
5,464
6,824
933
398
(185)
213
7,986
474
(204)
270
7,336
76
(37)
39
6,863
933
The investment in unquoted bonds represents an investment in medium term notes which is secured, bears a fixed
rate coupon at 9.00% (2011: 9.00%) per annum payable semi-annually in arrears and has a remaining maturity
period of 4 years as at 31 March 2012 (2011: 5 years).
13. Prepaid Lease Payments
Group
2012
RM’000
2011
RM’000
-
184
(184)
-
-
62
(62)
-
Long leasehold land
Cost/Valuation
Balance at beginning of year:
- effects of the adoption of Amendment to FRS 117
Accumulated amortisation
Balance at beginning of year:
- effects of the adoption of Amendment to FRS 117
Net carrying amount
88
Following the adoption of the Amendment to FRS 117 in the previous financial year, leasehold land of the Group
is regarded as a finance lease and has been reclassified to property, plant and equipment. This Amendment is
applied retrospectively.
31 March 2012
14. Biological Assets
Group
Oil palm plantation development expenditure
Balance at beginning of year
Additions during the year
Disposal
Balance at end of year
2012
RM’000
2011
RM’000
3,846
280
(4,126)
-
2,818
1,028
3,846
The oil palm plantation development expenditure was not amortised during the previous financial year as the
plantation had not reached maturity.
15. Land Held for Property Development
Group
Cost
At beginning of year:
- freehold land/leasehold land
- land related/development expenditure
Additions:
Reclass to property development costs:
Disposal:
At end of year:
2012
RM’000
2011
RM’000
222,695
31,894
254,589
222,695
31,482
254,177
449
412
(513)
(1,533)
(2,046)
-
(116,935)
-
105,247
30,810
136,057
222,695
31,894
254,589
Annual Report 2012
89
31 March 2012
15. Land Held for Property Development (Cont’d)
Group
Accumulated impairment losses
Write back of impairment loss
Reclass to property development costs
At end of year
Net carrying amount
2012
RM’000
2011
RM’000
(66,507)
1,219
(65,288)
70,769
(112,184)
45,677
(66,507)
188,082
On 9 January 2012, the Company’s wholly-owned indirect subsidiary, Amcorp Industrial City Sdn. Bhd., disposed
off a parcel of leasehold agriculture land together with the biological assets as disclosed in Note 14 held under PN
89668, Lot 8590, Mukim of Labu, District of Sepang, State of Selangor measuring approximately 1,287.67 acres to
Premier Land Resources Sdn. Bhd. for a total cash consideration of RM122,329,000.
The disposal did not result in any gain or loss to the Group.
16. Long Term Receivables
Group
2012
RM’000
2011
RM’000
24,097
38,363
(18,366)
5,731
(23,246)
15,117
Long term receivables comprised:
Retention sums receivables from engineering and construction contracts
Less: Retention sums receivable within 12 months (included under current
assets - trade receivables Note 20)
16.1 The long term receivables are receivable as follows:
Group
Within 2 years
Between 3 to 5 years
More than 5 years
90
2012
RM’000
2011
RM’000
1,728
4,003
5,731
12,387
2,730
15,117
31 March 2012
16. Long Term Receivables (Cont’d)
16.2 The currency exposure profile of long term receivables are as follows:
Group
Ringgit Malaysia
United Arab Emirates Dirham
2012
RM’000
2011
RM’000
5,731
5,731
3,711
11,406
15,117
17. Deferred Tax
The deferred tax (assets)/liabilities are made up of the following:
Group
Recognised in profit or loss
At end of year
Company
2012
2011
RM’000
RM’000
2012
RM’000
2011
RM’000
(3,600)
(1,894)
3
(5,491)
(5,861)
2,266
(5)
(3,600)
-
-
(10,380)
4,661
(5,719)
(21,731)
15,668
(6,063)
-
-
4,889
(4,661)
228
18,131
(15,668)
2,463
-
-
Presented after appropriate offsetting as follows:
Deferred tax assets
Offset against deferred tax liabilities
Net deferred tax assets
Offset against deferred tax assets
Net deferred tax liabilities
Annual Report 2012
91
31 March 2012
17. Deferred Tax (Cont’d)
The components and movements of deferred tax liabilities and assets during the financial year prior to offsetting
are as follows:
2012 - Group
Balance
as at
1.4.2011
RM’000
Excess of capital allowances over depreciation
Land held for development, at fair value
Other taxable temporary differences
Deferred tax assets
Unutilised tax losses
Investment tax allowance
Unabsorbed capital allowances
Balance
as at
31.3.2012
RM’000
3,685
14,105
341
18,131
1,042
(13,943)
(344)
(13,245)
3
3
4,727
162
4,889
(12,049)
(6,522)
(3,160)
(21,731)
(3,600)
12,049
(698)
11,351
(1,894)
3
(6,522)
(3,858)
(10,380)
(5,491)
Effects of
Recognised changes in
in profit exchange
or loss
rates
RM’000
RM’000
Balance
as at
31.3.2011
RM’000
2011 – Group
Balance
as at
1.4.2010
RM’000
Excess of capital allowances over depreciation
Land held for development, at fair value
Other taxable temporary differences
Deferred tax assets
Investment tax allowance
92
Effects of
Recognised changes in
in profit exchange
or loss
rates
RM’000
RM’000
2,019
4,186
443
6,648
1,666
9,919
(97)
11,488
(5)
(5)
3,685
14,105
341
18,131
(4,201)
(6,259)
(2,049)
(12,509)
(5,861)
(7,848)
(263)
(1,111)
(9,222)
2,266
(5)
(12,049)
(6,522)
(3,160)
(21,731)
(3,600)
31 March 2012
17. Deferred Tax (Cont’d)
The amount of temporary differences for which no deferred tax assets have been recognised in the statement of
financial position are as follows:
Group
Other deductible temporary differences
2012
RM’000
2011
RM’000
303,234
64,809
61,212
429,255
318,851
64,811
61,231
444,893
Company
2012
2011
RM’000
RM’000
1,376
59,459
60,835
1,376
59,459
60,835
18. Property Development Costs
Group
Property development costs at beginning of year:
- freehold land/leasehold
- development costs
- accumulated impairment losses
- accumulated costs recognised in profit or loss
Costs incurred during the year:
- development costs
Reclass from land held for property development:
- development costs
- impairment loss
Cost recognised in profit or loss during the year
Elimination/Transfer of completed projects:
- development costs
2012
RM’000
2011
RM’000
(Restated)
111,285
70,176
(2,422)
(10,676)
168,363
111,945
81,233
(2,057)
(26,494)
164,627
1,860
50,708
52,568
842
16,949
17,791
513
1,533
(1,219)
827
(39,116)
(12,729)
(3,984)
3,984
-
(25,095)
24,630
(465)
Annual Report 2012
93
31 March 2012
18. Property Development Costs (Cont’d)
Group
Disposal:
- development costs
Additional impairment loss
Property development costs at end of year:
- development costs
2012
RM’000
2011
RM’000
(Restated)
(1,775)
(825)
365
(2,235)
-
(1,502)
(2,911)
3,917
(496)
(365)
107,899
121,592
(3,276)
(45,808)
180,407
111,285
70,176
(2,422)
(10,676)
168,363
18.1 Included in the property development costs incurred during the financial year is interest expense of
RM651,000 (2011: RM220,000) capitalised at rate of 5.8% (2011: 5.8%) per annum.
18.2 Certain parcels of leasehold land of a subsidiary with a total carrying amount of RM20,575,000 (2011:
RM20,368,000) have been pledged to a licensed bank as security in consideration for a term loan facility
granted to the subsidiary as disclosed in Note 27.3.
19. Inventories
Group
Inventories of completed properties
Raw materials and consumable stores
Impairment of inventories
94
2012
RM’000
2011
RM’000
(Restated)
11,127
137
11,264
(1,804)
9,460
12,826
142
12,968
(2,330)
10,638
The carrying amount of inventories of the Group as at 31 March 2012 which are carried at net realisable value is
RM4,980,000 (2011 : RM5,566,000).
31 March 2012
20. Trade Receivables
Group
Trade receivables
Retention sums receivable within 12 months
2012
RM’000
2011
RM’000
23,061
18,366
41,427
15,898
23,246
39,144
Company
2012
2011
RM’000
RM’000
-
-
20.1 The trade receivables of the Group and of the Company are stated after deducting allowance for impairment
loss of RM8,496,000 (2011: RM8,672,000) and RM283,000 (2011: RM284,000) respectively. The movements
of allowance for impairment loss during the financial year are as follows:
Group
Addition
Write back
Write off
2012
RM’000
2011
RM’000
8,672
546
(722)
8,496
9,606
222
(176)
(979)
(1)
8,672
Company
2012
2011
RM’000
RM’000
283
283
261
25
(2)
284
20.2 The Group’s normal trade credit periods range from 14 to 90 days (2011: 14 to 90 days). The Group’s and the
Company’s historical experience in collection of trade receivables falls within the recorded allowances and
management believes that no additional credit risk beyond the amounts provided for collection losses is
inherent in the Group’s and the Company’s trade receivables.
20.3 As at 31 March 2012, the Group has significant concentration of credit risk in respect of its trade receivables
arising from exposure to debts due from one (1) (2011: one (1)) major customer amounting to RM17,026,000
(2011: RM33,052,000) representing 36% (2011: 61%) of the total net trade receivables, including retention
sums receivable after twelve (12) months as disclosed in Note 16.
20.4 The currency exposure profile of trade receivables is as follows:
Group
Ringgit Malaysia
Pound Sterling
2012
RM’000
2011
RM’000
24,301
4
17,122
41,427
15,412
2,077
21,655
39,144
Company
2012
2011
RM’000
RM’000
-
-
Annual Report 2012
95
31 March 2012
20. Trade Receivables (Cont’d)
20.5 The ageing analyses of the trade receivables of the Group and of the Company are set out below:
Group
2012
Neither past due nor impaired
0 to 60 days past due
More than 120 days past due
Gross
RM’000
Individual
impairment
RM’000
Net
RM’000
21,707
11,772
3,459
12,985
49,923
(8,496)
(8,496)
21,707
11,772
3,459
4,489
41,427
283
(283)
-
29,972
4,013
2,376
11,455
47,816
(8,672)
(8,672)
29,972
4,013
2,376
2,783
39,144
284
(284)
-
Company
2012
Group
2011
Neither past due nor impaired
Company
2011
96
Trade receivables that are individually impaired comprised those debtors who are in significant financial difficulties
and have defaulted on their payments. These receivables are not secured by any collateral.
Receivables That are Neither Past Due Nor Impaired
Trade receivables that are neither past due nor impaired are credit worthy debtors with good payment records with
the Group. None of the Group’s trade receivables that are neither past due nor impaired have been renegotiated
during the financial year.
Receivables That are Past Due but Not Impaired
As at 31 March 2012, the Group has trade receivables amounting to RM19,720,000 that are past due but not
impaired. Trade receivables that are past due but not impaired relate to customers that have existing continuous
business relationship and track records with the Group. Based on past experience of credit assessments and
communication with the customers, the directors of the Group are of the opinion that the balances are still
considered to be fully recoverable.
31 March 2012
21. Other Receivables
Group
Other receivables
Amounts due from subsidiaries
Amount due from an associate
2012
RM’000
2011
RM’000
11,766
59
11,825
17,029
17,029
Company
2012
2011
RM’000
RM’000
358
78,470
78,828
130
168,888
169,018
21.1 The above amounts are stated after deducting the following:
(a)
Allowance for impairment loss on other receivables
Group
Addition
Write back
Write off
(b)
2012
RM’000
2011
RM’000
33
307
340
184
(1)
(150)
33
Company
2012
2011
RM’000
RM’000
-
-
Allowance for impairment loss in relation to amounts due from subsidiaries
Company
2012
2011
RM’000
RM’000
Write off
Transfer to impairment loss on investments in subsidiaries upon:
- capitalisation of debts as cost of investment in a subsidiary
- classification of debts as deemed capital contribution to a subsidiary
Write back
At end of year
85,382
-
324,125
(44,458)
85,382
(99,229)
(55,056)
(40,000)
85,382
21.2 The amounts due from subsidiaries are unsecured and are repayable on demand. The amounts due
are interest free except for a balance (before allowance for impairment loss) of RM81,522,000 (2011 :
RM192,618,000), for which interests are charged at a rate of 3.50% (2011: 3.50%) per annum.
Annual Report 2012
97
31 March 2012
21. Other Receivables (Cont’d)
21.3 The currency exposure profile of other receivables is as follows:
Group
Ringgit Malaysia
Pound Sterling
2012
RM’000
2011
RM’000
9,467
2,106
252
11,825
2,189
14,485
355
17,029
Company
2012
2011
RM’000
RM’000
78,748
80
78,828
169,018
169,018
22. Amounts Due from/(to) Contract Customers
Group
Contract costs
Profit attributable to work performed to-date
Allowance for foreseeable losses
Less: Progress billings
Amounts due to customers for contract work
Amounts due from customers for contract work
2012
RM’000
2011
RM’000
380,635
9,750
(647)
389,738
(399,776)
(10,038)
10,501
463
364,789
10,625
(710)
374,704
(377,613)
(2,909)
5,090
2,181
23. Deposits, Cash and Bank Balances
Group
Deposits with licensed banks
Cash and bank balances
As reported in the statements of financial position
Less: Deposits pledged with licensed banks
As reported in statements of cash flows
2012
RM’000
2011
RM’000
128,100
26,923
155,023
(1,853)
153,170
8,442
32,289
40,731
(1,797)
38,934
Company
2012
2011
RM’000
RM’000
10,000
267
10,267
10,267
845
845
845
23.1 Cash and bank balances of the Group include balances amounting to RM9,946,000 (2011: RM9,600,000)
which are maintained in designated Housing Development Accounts (“HDA”) pursuant to the Housing
Development (Control and Licensing) Act 1966 and Housing Developers Regulations 1991 in connection
with property development projects undertaken by certain subsidiaries.
98
31 March 2012
23. Deposits, Cash and Bank Balances (Cont’d)
23.2 As at 31 March 2012, deposits with licensed banks of the Group amounting to RM1,853,000 (2011:
RM1,797,000) have been pledged to licensed banks in consideration for banking facilities granted to the
Group and hence, not available for general use.
23.3 The currency exposure profile of deposits, cash and bank balances is as follows:
Group
Ringgit Malaysia
Pound Sterling
2012
RM’000
2011
RM’000
32,653
117,678
4,692
155,023
27,768
8,745
4,218
40,731
Company
2012
2011
RM’000
RM’000
10,267
10,267
845
845
23.4 The effective interest rates of cash designated under the Housing Development Accounts and deposits
with licensed banks as at the end of the reporting period are as follows:
Group
2012
%
Cash at banks under HDA
Deposits with licensed banks
- RM
- GBP
Company
2012
2011
%
%
2011
%
1.25 to 2.20 1.25 to 2.00
-
-
1.90 to 3.00 1.90 to 2.55
0.25
-
2.90
-
-
24. Share Capital
Group and Company
2012
2011
Number
Number
of shares
of shares
(’000)
RM’000
(’000)
RM’000
Ordinary shares of RM0.50 each:
Authorised
Issued and fully paid
1,000,000
500,000
1,000,000
500,000
575,461
287,731
575,461
287,731
24.1 All the ordinary shares rank pari passu with regard to the Company’s residual assets.
Annual Report 2012
99
31 March 2012
24. Share Capital (Cont’d)
24.2 Employees’ Shares Option Scheme (“ESOS”)
The Company implemented an ESOS on September 28, 2011 (effective date), which enables the granting
of options to eligible directors and employees of the Group to subscribe up to 15% of the issued and paidup ordinary share capital of the Company. The ESOS is governed by the by-laws which were approved by
the shareholders on August 29, 2011 and is administered by an Options Committee, members who are
appointed by the Board. The ESOS shall be in force for a period of 5 years to September 27, 2016 and may
be renewed for another 5 years.
The salient features of the scheme are as follows:
(a)
eligible persons are Directors and Employees who have been appointed or confirmed in service in
any company within the Group (except dormant subsidiaries), subject to any minimum period as
may be determined by the Options Committee, and has not tendered his/her resignation or subject
to any disciplinary proceeding;
(b) not more than 50% of the new Shares available under the ESOS shall be allocated, in aggregate, to
Directors and senior management staff. In addition, not more than 10% of the new Shares available
under the ESOS shall be allocated to any individual director or employee who, either singly or
collectively through persons connected with the director or employee, holds 20% or more of the
issued and paid-up capital of the Company;
(c)
the options allocated is subject to the maximum allowable allocation based on the respective
category of that eligible person as per By-Law 7.1 of the ESOS and is based on the performance,
seniority and number of years of service;
(d) the option is personal and is non-assignable and may be exercised in respect of such lesser number
of new shares provided that the number shall be in multiples of and not less than 1000 new shares;
(e) (f ) (g)
100
the option price shall be at a discount of not more than 10% of the 5 Day-weighted average market
price of the Company’s ordinary shares on Bursa Malaysia preceding the respective dates of the
offer in writing to the grantee or at the par value of the ordinary shares of the Company, whichever
is higher;
subject to the discretion of the Option Committee, the eligible persons to whom the options have
been granted have no right to participate by virtue of the options in any share issue of any other
company within the Group; and
the share options, by virtue of By-Law 12.1 of the ESOS, may be exercised at any time during the
Option Period subject to the following limits:
(i)
For option holders who has served within the Group for less than 5 continuous years:
Cumulative % of maximum allowable allocation of ESOS options commencing from the
effective date
Year 1
Year 2
Year 3
Year 4
Year 5
20%
40%
60%
80%
100%
31 March 2012
24. Share Capital (Cont’d)
24.2 Employees’ Shares Option Scheme (“ESOS”) (Cont’d)
(g)
the share options, by virtue of By-Law 12.1 of the ESOS, may be exercised at any time during the
Option Period subject to the following limits: (Cont’d)
(ii)
For option holders who has served within the Group for at least 5 continuous years:
Cumulative % of maximum allowable allocation of ESOS options commencing from the
effective date
Year 1
Year 2
Year 3
Year 4
Year 5
20%+
[5 x Years]%
40%+
[5 x Years]%
60%+
[5 x Years]%
100%
100%
‘Years’ is the total number of years:
(a) from the date of appointment or confirmation, to the date of first offer; and
(b) from the date of first offer to the next anniversary of the date of first offer.
All unexercised options shall be exercisable in the last year of the Option Period. Any
options that remain unexercised at the expiry of the Option Period shall be automatically
terminated.
There were no options granted during the financial year.
25. Treasury Shares
The shareholders of the Company, by a resolution passed at an annual general meeting held on 3 September 2010,
had granted an approval to the Company to buy back its own shares of up to 10% of the issued and paid-up share
capital of the Company.
During the financial year, the Company repurchased its issued ordinary shares of RM0.50 each from the open
market as summarised below:
Balance at 1 April 2011
Share repurchased during the financial year:
April 2011
June 2011
Number
of shares
(’000)
Total
consideration
RM’000
Highest
RM
Number
Lowest
RM
Average
RM
2,351
957
0.455
0.375
0.404
20
10
2,381
9
6
972
0.440
0.605
0.605
0.440
0.605
0.375
0.440
0.605
0.405
Annual Report 2012
101
31 March 2012
25. Treasury Shares (Cont’d)
The total consideration paid, including transaction costs, of RM972,000 was financed by internally generated
funds. The shares repurchased were held as treasury shares in accordance with Section 67A of the Companies Act,
1965.
The Company has the right to cancel, resell and/or distribute the treasury shares as dividends at a later date. As
treasury shares, the rights attached to voting, dividends and participation in other distribution is suspended. None
of the treasury shares repurchased had been sold or cancelled during the financial year.
As at the end of the reporting period, the number of ordinary shares in issue after the share buy-back is 573,080,837
ordinary shares of RM0.50 each.
26. Reserves
Group
Non-distributable:
Share premium
Other reserves:
- capital reserves
- fair value reserves
- exchange translation reserve (Note 26.1)
Distributable:
Retained profits (Note 26.2)
2012
RM’000
2011
RM’000
Company
2012
2011
RM’000
RM’000
103,842
103,842
103,842
103,842
881
1,852
(8,657)
(5,924)
881
1,008
(9,638)
(7,749)
1,014
1,014
282
282
276,567
374,485
187,566
283,659
100,171
205,027
91,454
195,578
26.1 Exchange translation reserve
Group
Currency translation gain/(loss)
Realisation of reserve upon disposal of a subsidiary (Note 26.2)
102
2012
RM’000
2011
RM’000
(9,638)
900
81
(8,657)
(6,829)
(2,809)
(9,638)
31 March 2012
26. Reserves (Cont’d)
26.2 Retained profits
Group
Realisation of reserve upon disposal of a
subsidiary (Note 26.1)
Dividend paid
Effect of the adoption of FRS 139
Profit for the year
At end of year
Company
2012
2011
RM’000
RM’000
2012
RM’000
2011
RM’000
187,566
139,583
91,454
15,718
(81)
(12,894)
101,976
276,567
(698)
48,681
187,566
(12,894)
21,611
100,171
75,736
91,454
26.3 The Company has an estimated tax credit balance under Section 108 of the Income Tax Act, 1967 of
RM15,982,000 (2011: RM20,280,000) which, subject to agreement with the tax authorities, is available to
frank dividends out of future reserves. In addition, the Company has an estimated tax exempt profit of
RM43,260,000 (2011: RM43,260,000) which, subject to agreement with the tax authorities, is available for
distribution as tax exempt dividends.
26.4 The Finance Act 2007 introduced a single tier company income tax system with effect from the year of
assessment 2008. Under the single tier tax system, tax on a company’s profit is a final tax and dividends
distributed to shareholders will be exempted from tax. With the implementation of the new system,
companies with credit balance in Section 108 account are allowed either to elect for an irrevocable option
to disregard the available tax credit balance as at 31 December 2007 or to continue using such credit
balance for the purpose of dividend distribution.
The Company did not elect for an irrevocable option to disregard the available Section 108 as disclosed in
Note 26.3 above and is therefore allowed to utilise the tax credit until such time the credit is fully utilised or
upon expiry of the six years transitional period on 31 December 2013, whichever is earlier.
27. Bank Borrowings
Group
Secured
Term loans
Bai Istisna’
2012
RM’000
2011
RM’000
139,898
24,327
164,225
160,993
24,987
185,980
Company
2012
2011
RM’000
RM’000
-
-
Annual Report 2012
103
31 March 2012
27. Bank Borrowings (Cont’d)
Group
Unsecured
Overdrafts
Other borrowings
Total borrowings
Less: Amount due within one year
Current portion of term loans and Bai Istisna’
Overdrafts
Other borrowings
Non-current portion
Company
2012
2011
RM’000
RM’000
2012
RM’000
2011
RM’000
1,145
1,145
165,370
10,077
72,782
82,859
268,839
1,145
1,145
1,145
7,680
72,782
80,462
80,462
(13,585)
(1,145)
(14,730)
150,640
(6,311)
(10,077)
(72,782)
(89,170)
179,669
(1,145)
(1,145)
-
(7,680)
(72,782)
(80,462)
-
The term loans and Bai Istisna’ borrowings are repayable as follows:
Group
Within 1 year
More than 5 years
2012
RM’000
2011
RM’000
13,585
104,610
46,030
164,225
6,311
161,545
18,124
185,980
27.1 A secured term loan with a carrying amount of RM45,000,000 as at 31 March 2012 (2011: Nil) is granted by
a licensed bank to a subsidiary, Living Development Sdn. Bhd. to part finance the acquisition of Amcorp
Trade Center (‘ATC’) units.
104
The term loan is repayable in one hundred and twenty (120) monthly installments commencing from 30
April 2012 to 30 March 2022.
The term loan is secured by way of a first legal charge over the ATC units which are included in property,
plant and equipment and investment properties as disclosed in Note 7 and Note 8, assignment of the rental
income from ATC units and a corporate guarantee provided by the Company.
31 March 2012
27.2 Secured term loans with a carrying amount of RM80,147,567 as at 31 March 2012 represents two (2) term
loan facilities granted during the financial year by a financial institution to two (2) subsidiaries, Riverich
Limited and Country Realty Limited to part finance the acquisition of two (2) investment properties in
London (hereinafter referred to as “the Properties”).
The term loan of Riverich Limited is repayable by a bullet payment of GBP5,000,000 when the term loan
matures on 2 August 2013 while the term loan of Country Realty Limited is repayable by a bullet payment
of GBP11,375,000 when the term loan matures on 29 March 2014.
The term loans are secured by way of a first party first legal charge over the Properties (Note 8), a charge
over Debt Service Reserve account with minimum deposit of at least three (3) months interest payment,
assignment of the rental income and a corporate guarantee provided by the Company.
27.3 A secured term loan with a carrying amount of RM14,750,000 as at 31 March 2012 (2011: RM5,000,000) is
granted by a licensed bank to a subsidiary, Amcorp Prima Realty Sdn. Bhd. to part finance a development
project undertaken by the subsidiary as disclosed in Note 18.
The term loan is repayable in seven (7) quarterly instalments commencing from 31 March 2012 to 30
September 2013.
The term loan is secured by way of a fixed charge over certain titles of the leasehold land which are
included in property development costs as disclosed in Note 18 and a corporate guarantee provided by
the Company.
Significant loan convenants of the term loan include debt to equity ratio of the subsidiary shall not exceed
75:25 times.
27.4 The outstanding borrowings under the Bai Istisna’ facility is granted by a licensed bank to a subsidiary,
Amcorp Perting Hydro Sdn. Bhd. (“AMPH”) to finance the construction of a 4 MW Mini Hydro Power Plant in
Sungai Perting, Bentong, Pahang as disclosed in Note 7.2.
The Bai Istisna’ borrowings are repayable in thirty (30) half-yearly instalments commencing from 2011.
The Bai Istisna’ borrowings are secured by a debenture incorporating first fixed and floating charges over all
present and future assets of AMPH and a corporate guarantee from the Company.
27.5 A secured term loan with a carrying amount of RM155,993,000 as at 31 March 2011 represents a term loan
facility granted by a foreign financial institution to a subsidiary, Westlink Global Investments Limited (“WGIL”)
to finance the acquisition of a commercial property located at 40/50 Eastbourne Terrace in London.
The term loan was repaid on 6 September 2011 upon the disposal of Westlink Global Investments Limited.
Annual Report 2012
105
31 March 2012
27.6 The currency exposure profile of bank borrowings is as follows:
Group
Ringgit Malaysia
Pound Sterling
2012
RM’000
2011
RM’000
85,222
80,148
165,370
112,846
155,993
268,839
Company
2012
2011
RM’000
RM’000
1,145
1,145
80,462
80,462
27.7 The effective interest rates of bank borrowings as at the end of reporting period are as follows:
Group
Fixed rate
Term loan
- GBP
Bai Istisna’
Floating rate
Term loan
- RM
- GBP
Overdrafts
Other borrowings
2012
%
2011
%
7.25
5.50
7.25
Company
2012
2011
%
%
-
-
5.80
5.80
2.00
8.10 to 9.60 7.80 to 9.30 8.10 to 9.60 7.80 to 9.30
- 4.77 to 7.30
- 4.77 to 7.30
28. Hire Purchase Creditors
Group
Future minimum payments:
Payable within 1 year
Payable between 2 to 5 years
Future finance charges
Present value
Payable:
Within 1 year (shown under current liabilities)
Between 2 to 5 years (shown under non-current liabilities)
106
Company
2012
2011
RM’000
RM’000
2012
RM’000
2011
RM’000
788
1,545
2,333
(202)
2,131
622
1,416
2,038
(206)
1,832
496
984
1,480
(135)
1,345
374
988
1,362
(150)
1,212
698
1,433
2,131
542
1,290
1,832
438
907
1,345
319
893
1,212
31 March 2012
28. Hire Purchase Creditors (Cont’d)
The effective interest rates of hire purchase liabilities as at the end of the reporting period are as follows:
2012
2011
Group
%
Company
%
4.18 to 6.14
4.27 to 7.49
4.18 to 5.54
4.27 to 6.17
29. Long Term Payables
Group
Retention sums and progress claims payable after 1 year (Note 30)
2012
RM’000
2011
RM’000
1,852
2,648
29.1 The long term payables are repayable as follows:
Group
Within 2 years
More than 5 years
2012
RM’000
2011
RM’000
628
1,224
1,852
1,724
924
2,648
29.2 The long term payables are payable in Ringgit Malaysia.
30. Trade Payables
Group
Trade payables
Less: Amount payable after 12 months classified as long term payables (Note 29)
Accrued property development costs
2012
RM’000
2011
RM’000
30,951
(1,852)
29,099
8,590
37,689
38,483
(2,648)
35,835
7,302
43,137
Annual Report 2012
107
31 March 2012
30. Trade Payables (Cont’d)
30.1 Amount payable after twelve (12) months relates to retention sums and progress claims in relation to
construction contracts.
30.2 The Group’s normal trade credit periods range from 30 to 90 days (2011: 30 to 90 days).
30.3 The currency exposure profile of trade payables is as follows:
Group
Ringgit Malaysia
Pound Sterling
United States Dollar
Euro
2012
RM’000
2011
RM’000
29,591
1,360
30,951
28,599
5,706
3,050
921
207
38,483
31. Other Payables
Group
Deposit received and other payables
Shareholder’s loan
Amounts owing to subsidiaries
2012
RM’000
2011
RM’000
14,053
14,053
13,907
36,182
50,089
Company
2012
2011
RM’000
RM’000
932
109,107
110,039
834
137,573
138,407
31.1 The amounts owing to subsidiaries are unsecured and repayable on demand. The amounts owing are
interest free except for a balance of RM7,359,000 (2011: RM3,736,000) which attracts interest at rates
ranging from 1.90% to 2.25% (2011: 1.65% to 2.25%) per annum.
31.2 Included in other payables of the Group is an amount owing to a minority shareholder amounting
to RM3,771,000 (2011: RM3,600,000). The amount owing is unsecured, interest free and repayable on
demand.
31.3 The shareholder’s loan in the previous financial year represents advances from a minority shareholder
and is unsecured, interest free and repayable within 12 months. The shareholder’s loan as at 31 March
2011 represents advances of GBP8,566,000 from a minority shareholder of Westlink Global Investments
Limited (“WGIL”) provided for the purpose of funding part of the consideration payable for the acquisition
of an investment property as disclosed in Note 8. No interest was payable on the advances provided. The
shareholder’s loan was by WGIL on the date of disposal.
108
31 March 2012
31. Other Payables (Cont’d)
31.4 The currency exposure profile of other payables is as follows:
Group
Ringgit Malaysia
Pound Sterling
2012
RM’000
2011
RM’000
13,147
445
461
14,053
11,309
38,024
756
50,089
Company
2012
2011
RM’000
RM’000
105,459
4,580
110,039
138,407
138,407
32. Revenue/Cost of Sales
32.1 Revenue is derived from the following sources:
Group
Sales of completed properties
Development properties
Construction and engineering contracts
Rental of properties
Sales of services
Dividend income:
Unquoted shares:
- subsidiaries
- associates
Quoted shares
Others
Company
2012
2011
RM’000
RM’000
2012
RM’000
2011
RM’000
126,958
50,789
52,960
19,100
5,364
13,153
16,905
45,032
27,817
4,807
-
-
70
1,590
256,831
99
2,298
110,111
21,227
21,141
40
42,408
8,524
8,514
47
17,085
32.2 Cost of sales comprised:
Group
Cost of completed properties sold
Cost of property development units sold
Contract costs recognised as an expense
Cost of property management
Cost of services
Others
2012
RM’000
2011
RM’000
(124,476)
(39,149)
(46,480)
(4,016)
(371)
(883)
(215,375)
(7,695)
(13,558)
(42,087)
(4,580)
(582)
(35)
(68,537)
Company
2012
2011
RM’000
RM’000
-
-
-
-
Annual Report 2012
109
31 March 2012
33. Operating Profit
Group
Company
2012
2011
RM’000
RM’000
2012
RM’000
2011
RM’000
4
1,146
794
226
2
731
690
122
7,999
17
6,744
17
51
70,038
712
17
1,991
(10,324)
-
7,434
-
6,650
-
482
469
42
45
148
-
722
1
45,677
177
8,833
243
13,180
1
2
40,000
31,642
216
Operating profit includes:
Dividend income/(gross):
Available-for-sale financial assets:
- quoted in Malaysia
Interest income
Accretion of interest implicit in long term receivables
Rental income
Gain/(Loss) on disposal of:
- property, plant and equipment and leasehold land
- a subsidiary
- associates
- quoted investment
Gain on foreign exchange:
- realised
- unrealised
Write back of impairment loss on:
- land held for property development
- trade and other receivables
- advances to subsidiaries
Write back of accrued development costs
Bad debts recovered
110
31 March 2012
33. Operating Profit (Cont’d)
Group
Company
2012
2011
RM’000
RM’000
2012
RM’000
2011
RM’000
220
(39)
12
232
4
8
73
12
65
8
2,487
2,869
1
2,314
3,562
48
404
-
281
2
853
92
57
719
-
94
365
222
702
81
-
13,670
3,000
298
-
25
610
30
-
315
-
3,011
1,502
710
430
54
1,282
-
-
157
-
186
9
73
20
-
81
-
-
-
12,000
12,000
After charging:
Auditors’ remuneration:
- current
- under-provision in prior year
- others
Depreciation of:
- property, plant and equipment
- investment properties
Property, plant and equipment written off
Impairment loss on:
- property development costs
- investments in subsidiaries
- investments in associates
- trade and other receivables
- quoted investments
Rental of land and buildings
Hire of equipment and motor vehicles
Investments in subsidiaries written off
Bad debts written off:
- others
Loss on foreign exchange:
- realised
- unrealised
Loss on disposal of:
Write-down in value of inventories
Related company transactions:
- Administrative fee charged
Annual Report 2012
111
31 March 2012
34. Employee Information
Group
Staff costs including directors’ emoluments comprised:
Salaries, wages, allowances and leave pay
Amount contributed under defined contribution plan:
- EPF
Payment made under Voluntary Separation Scheme
Others
Company
2012
2011
RM’000
RM’000
2012
RM’000
2011
RM’000
17,395
15,040
5,061
3,930
2,225
2,305
21,925
1,681
121
1,694
18,536
1,036
1,267
7,364
693
730
5,353
35. Directors’ Remuneration
Group
Directors of the Company:
- Fees
- Other emoluments
Directors of subsidiaries :
- Other emoluments
Estimated value of benefits-in-kind of directors:
- The Company
- Subsidiaries
Company
2012
2011
RM’000
RM’000
2012
RM’000
2011
RM’000
192
5,266
192
3,804
192
5,266
192
3,804
1,579
7,037
1,107
5,103
5,458
3,996
507
78
7,622
418
79
5,600
507
5,965
418
4,414
36. Finance Costs
Group
Interest on term loans and other borrowings
Accretion of interest implicit in long term payables
Related company interests
112
2012
RM’000
2011
RM’000
13,526
309
13,835
17,515
305
17,820
Company
2012
2011
RM’000
RM’000
4,423
201
4,624
5,127
117
5,244
31 March 2012
37. Taxation
Group
Current year income tax
Deferred tax (income)/ expense resulting from origination
and reversal of temporary differences
Taxation (over)/under provided in prior years:
- current income tax
- deferred tax
Total tax (income)/ expense
Company
2012
2011
RM’000
RM’000
2012
RM’000
2011
RM’000
(453)
(1,321)
3,672
396
(1,894)
(2,347)
2,242
921
3,672
396
(260)
(2,607)
415
8
1,344
(284)
3,388
(118)
278
The general income tax rate in Malaysia for the year under review is 25% (2011: 25%) of taxable income.
A reconciliation of tax (income)/expense applicable to profit before taxation at the applicable statutory tax rate to
the tax (income)/expense at the effective tax rate of the Group and Company is as follows:
Group
Taxation at the rate of 25% (2011: 25%)
Tax effect in respect of:
Different tax rates in foreign jurisdiction
Expenses not deductible for taxation purposes
Income not subject to tax
Tax savings arising from utilisation of previously
unrecognised:
- unabsorbed capital allowances
- unutilised tax losses
Deferred tax assets recognised on unutilised tax losses
and investment tax allowance
Deferred tax assets not recognised
Taxation (over)/under provided in prior years:
- current income tax
- deferred tax
Total tax (income)/ expense
Company
2012
2011
RM’000
RM’000
2012
RM’000
2011
RM’000
101,061
(38,819)
62,242
52,331
(15,198)
37,133
24,999
24,999
76,014
76,014
15,561
9,283
6,250
19,004
53
5,923
(19,975)
(276)
6,745
(3,738)
8,158
(10,736)
25,737
(44,345)
(31)
(4,526)
(24)
(3,955)
-
-
648
(7,848)
734
-
-
(260)
(2,607)
415
8
1,344
(284)
3,388
(118)
278
Annual Report 2012
113
31 March 2012
38. Earnings Per Share
38.1 Basic
The basic earnings per share is calculated based on the profit for the year attributable to owners of the
Company and is based on the weighted average number of ordinary shares in issue during the financial
year.
2012
RM’000
2011
RM’000
Profit attributable to owners of the Company (RM’000)
101,976
48,681
Weighted average number of ordinary shares in issue during the financial
year (‘000)
573,082
574,861
17.79
8.47
Basic earnings per share (sen):
Profit for the year
38.2 Diluted
The diluted earnings per share for the current and previous financial year is equal to the basic earnings per
share for the respective financial years as there were no outstanding dilutive potential ordinary shares at
year-end.
39. Dividend
Group and Company
2012
Gross Amount of
dividend
dividend
per share net of tax
sen
RM’000
Special dividend paid
114
3
12,894
The Directors are proposing a final dividend of 3 sen per ordinary share, less tax of 25%, amounting to RM12,894,319
in respect of the financial year ended 31 March 2012, subject to approval of members at the forthcoming Annual
General Meeting. The financial statements for the current financial year do not reflect this proposed dividend.
This dividend, if approved by shareholders, will be accounted for as an appropriation of retained profit in next the
financial year.
31 March 2012
40. Note to the Statements of Cash Flows
Purchase of Property, Plant and Equipment
Property, plant and equipment were acquired by the following means:
Group
2012
RM’000
2011
RM’000
10,736
896
11,632
725
1,118
1,843
Cash purchase
Hire purchase and lease financing
Aggregate cost
Company
2012
2011
RM’000
RM’000
92
500
592
136
898
1,034
The principal amount of instalment payments for property, plant and equipment acquired by hire purchase and
lease financing are reflected in cash outflows from financing activities.
41. Capital and Other Commitment
(a) Capital commitments
Group
2012
RM’000
2011
RM’000
70,394
5,187
71,268
-
Approved and contracted for
Capital and other expenditure relating to the purchase of:
- investment properties
- investment in a jointly controlled entity
- leasehold land for development
(b) Other commitments
Group
2012
RM’000
2011
RM’000
-
398
687
-
367
367
1,819
Non-cancellable operating lease commitments
Future minimum IT maintenance fee payable:
- Not later than 1 year
- Later than 1 year and not more than 5 years
Future minimum rental payable:
Annual Report 2012
115
31 March 2012
41. Capital and Other Commitment (Cont’d)
(b) Other commitments (Cont’d)
2012
RM’000
Company
2011
RM’000
549
824
1,373
-
Non-cancellable operating lease commitments
Future minimum rental payable:
(c) The Group as lessor
The Group has entered into non-cancellable lease arrangements on an investment property for terms ranging
from one (1) to three (3) years.
The Group has aggregate future minimum lease receivables as at the end of the reporting period as follows:
2012
RM’000
2011
RM’000
4,840
4,235
9,075
-
42. Contingent Liabilities
Group
Unsecured corporate guarantees given to licensed banks
for facilities granted to subsidiaries - Limit of guarantee
Amount utilised
Letter of credit
Bank guarantees and performance bonds:
- secured
- unsecured
116
Company
2012
2011
RM’000
RM’000
2012
RM’000
2011
RM’000
-
-
416,027
314,336
120
-
192,146
-
55,259
-
13,952
17,987
32,059
12,745
15,130
27,875
2,439
194,585
2,352
57,611
31 March 2012
43. Segment Reporting
The Group has three operating segments that are organised and managed separately according to the nature
of products and services, specific expertise and technology requirements, which require different business and
marketing strategies. The Group’s operations comprise the following business segments:
(i) Property
Property development, property investment and property management
services.
(ii) Engineering and Infrastructure
Electrical and power engineering contractors and fabrication of electrical
equipment, manufacture of power and oil transformers, management of
toll operations and maintenance of highway.
(iii) Others
Investment holding activities and Group level corporate services and
treasury function.
All inter-segment transactions have been entered into in the ordinary course of business and have been established
under negotiated terms and conditions.
43.1 Operating Segments
2012
Segment revenue
Total revenue
Inter-segment revenue
External revenue
Segment results
Segment results
Interest income
Operating profit
Finance costs
Taxation
Profit for the year
Property
RM’000
Engineering and
infrastructure
RM’000
Others
RM’000
Consolidated
RM’000
202,680
(4,335)
198,345
60,998
(2,600)
58,398
71,495
(71,407)
88
335,173
(78,342)
256,831
84,370
469
84,839
(7,130)
77,709
89
77,798
3,262
631
3,893
(2,272)
18,404
20,025
(1,089)
18,936
(13,495)
840
(12,655)
(4,433)
20,415
3,327
3,607
6,934
74,137
1,940
76,077
(13,835)
38,819
101,061
2,607
103,668
Annual Report 2012
117
31 March 2012
43. Segment Reporting (Cont’d)
43.1 Operating Segments (Cont’d)
2012 (Cont’d)
Segment assets
Segment assets
Segment liabilities
Additions to non-current assets
consist of:
- Investment properties
- Biological assets
Other material items of (income)/
expense included in the Group’s
profit or loss:
- Gain on disposal of a subsidiary
Non-cash expenses other than
depreciation and amortisation
118
Property
RM’000
Engineering and
infrastructure
RM’000
Others
RM’000
Consolidated
RM’000
535,159
535,159
78,204
98,138
176,342
170,713
27,436
198,149
784,076
125,574
909,650
178,184
50,671
4,135
232,990
10,460
164,251
280
449
175,440
286
286
886
886
11,632
164,251
280
449
176,612
3,352
1,456
548
5,356
(70,038)
-
-
(70,038)
447
820
353
1,620
31 March 2012
2011
Property
RM’000
Engineering and
infrastructure
RM’000
Others
RM’000
Consolidated
RM’000
Segment revenue
Total revenue
Inter-segment revenue
External revenue
67,240
(9,175)
58,065
51,947
51,947
41,439
(41,340)
99
160,626
(50,515)
110,111
Segment results
Segment results
Interest income
73,898
297
387
769
(20,753)
355
53,532
1,421
Operating profit
Finance costs
74,195
(13,593)
2,371
1,156
(2,625)
11,673
(20,398)
(1,602)
1,154
54,953
(17,820)
15,198
Taxation
Profit for the year
62,973
(3,459)
59,514
10,204
(1,370)
8,834
(20,846)
3,485
(17,361)
52,331
(1,344)
50,987
722,378
722,378
92,956
98,771
191,727
23,985
28,196
52,181
839,319
126,967
966,286
244,290
50,980
83,389
378,659
Segment assets
Segment assets
Segment liabilities
Annual Report 2012
119
31 March 2012
2011 (Cont’d)
Additions to non- current assets
consist of:
- Investment properties
- Biological assets
Other material items of (income)/
expense included in the Group’s
profit or loss:
- Write back of allowance for
impairment in value in respect of
land held for property development
- Write back of accrued development
costs
- Loss on disposal of an associate
Non-cash expenses other than
depreciation and amortisation
120
Property
RM’000
Engineering and
infrastructure
RM’000
Others
RM’000
Consolidated
RM’000
595
38,372
1,028
412
40,407
205
205
1,043
1,043
1,843
38,372
1,028
412
41,655
3,937
1,460
479
5,876
(45,677)
-
-
(45,677)
(7,983)
-
-
(850)
10,324
(8,833)
10,324
580
1,564
255
2,399
31 March 2012
43.2 Geographical Information
For the purpose of disclosing geographical information, revenue is based on the geographical location of
customers and non-current assets are based on the geographical location of the assets. Non-current assets
do not include deferred tax assets and financial instruments.
Total
Segment revenue
Malaysia
United Kingdom
United Arab Emirates
Segment non-current assets
Malaysia
United Kingdom
United Arab Emirates
2012
RM’000
2011
RM’000
243,227
13,604
256,831
81,905
26,377
1,829
110,111
316,808
149,167
111
466,086
353,798
293,084
133
647,015
43.3 Information About Major Customers
Revenue from transactions with major customers who individually accounted for 10% or more of the
Group’s revenue are as follows:
Customer A
Customer B
Customer C
2012
RM’000
2011
RM’000
122,328
10,946
8,646
141,920
16,958
14,191
31,149
Segment
Properties
Engineering and infrastructure
Properties
Annual Report 2012
121
31 March 2012
44. Related Party Transactions
Parties are considered to be related if one party has the ability to control the other party or exercise significant
influence over the other party or when both parties are under the common control of another party.
Related party relationships exist between the Company and its subsidiaries and between the Company and its
immediate and ultimate holding companies. The details of the subsidiaries are disclosed in Note 49. The Group’s
immediate holding company is Amcorp Group Berhad which holds 73% equity interest in the Company. The
ultimate holding company of the Group is Clear Goal Sdn. Bhd..
In addition to the related party transactions and balances disclosed elsewhere in the financial statements, the
other significant related party transactions and balances are set out below.
44.1 Transactions and year-end outstanding balances between the Company and subsidiaries
(a)
Transactions between the Company and the subsidiaries are as follows:
Company
2012
2011
RM’000
RM’000
Rental charged by subsidiary
Interest charged to subsidiaries
Rental of land and buildings charged to subsidiaries
Interest charged by subsidiaries
Administrative fees charged by subsidiaries
275
7,323
17
201
12,000
13,180
3,011
6,741
17
117
12,000
31,642
1,502
(b)
The year-end outstanding balances with subsidiaries together with their terms and conditions
thereon are disclosed in Notes 21 and 31 to the financial statements.
The amounts receivable from and payable to subsidiaries are expected to be settled in cash.
44.2 Transactions and year-end outstanding balances with associates
Detail of associates are disclosed in Note 50. The transactions and outstanding balance with associates are
as follows:
Group
Internal audit service to Kesas Holdings Berhad
122
2012
RM’000
2011
RM’000
59
-
31 March 2012
44. Related Party Transactions (Cont’d)
44.3 Key management personnel compensation
Key management personnel are those persons having authority and responsibility for planning, directing
and controlling the activities of the Group and Company either directly or indirectly. The key management
personnel of the Group and Company are the directors of the Company and their remuneration for the
financial year are as follows:
Group and Company
2012
2011
RM’000
RM’000
Short-term employee benefits
Defined contribution plans
4,578
880
5,458
507
5,965
Benefits-in-kind
3,379
617
3,996
418
4,414
44.4 Transactions and year end outstanding balances with other related parties
(a)
The transactions entered into by the Group and the Company with companies in which a substantial
shareholder of the Company namely, Tan Sri Dato’ Azman Hashim (“TSDAH”) has substantial financial
interests and other related companies
Name of related parties
Relationship
AMMB Holdings Berhad Group
(“AMMB Holdings Group”)
Group of companies related to TSDAH, a director and a deemed
substantial shareholder of the group and an associate of Clear
Goal Sdn. Bhd. Group
Clear Goal Sdn. Bhd. Group
(“Clear Goal Group”)
Group of companies related to TSDAH, a director and a
deemed substantial shareholder of the group, the ultimate
holding company and its subsidiaries
RCE Capital Berhad Group
(“RCE Capital Group”)
Group of companies related to TSDAH, a director and a deemed
substantial shareholder of the group and an associate of Clear
Goal Sdn. Bhd. Group
Dato’ Azhar Bin Hashim
A person connected to TSDAH
Michael Chen & Co.
A company in which Tan Sri Dato’ Chen Wing Sum, a director
is a Consultant
CH Williams Talhar & Wong
A company in which P’ng Soo Theng, a director is a
Consultant
Blue Star Limited
Shareholder of Blue Star M&E Engineering Sdn. Bhd.
Annual Report 2012
123
31 March 2012
44.4 Transactions and year end outstanding balances with other related parties (Cont’d)
(a)
interests and other related companies (Cont’d)
Name of related parties
Relationship
Fizam Auto Service Sdn. Bhd.
A company in which TSDAH and Azian Hashim are substantial
shareholders and Azmi Hashim is a director. Azian Hashim is
a person connected to TSDAH and Azmi Hashim, a director of
the Company
The Singing Shop Sdn. Bhd.
A company in which Shalina Azman is a shareholder. Shalina
Azman is a person connected to TSDAH and a director of the
Company
Liberty Premier Sdn. Bhd.
A company in which Shalina Azman is a shareholder and a
director. Shalina Azman is a person connected to TSDAH and a
director of the Company
Details of transactions entered into during the financial year are as follows:
Group
Purchase of Amcorp Trade Center from Clear Goal Group (Note 8.1)
Purchase of air tickets and related travel services from Clear Goal Group
Rental income received from:
- AMMB Holdings Group
- Clear Goal Group
- Liberty Premier Sdn. Bhd.
- The Singing Shop Sdn. Bhd.
Rental charged by:
- AMMB Holdings Group
- Clear Goal Group
Purchase and upkeep of motor vehicle from Clear Goal Group
Interest paid to Clear Goal Group
Rental of IT equipment from Clear Goal Group
Consultancy services charged by Clear Goal Group
Restaurant service provided by Clear Goal Group
Singing lesson fee paid to The Singing Shop Sdn. Bhd.
Purchase of gift voucher from Clear Goal Group
Bank balances placed with AMMB Holdings Group
124
2012
RM’000
2011
RM’000
75,000
721
380
626
512
10
30
530
-
95
543
447
189
2
46
19
7
80
7,128
87
819
491
450
13
6,006
31 March 2012
44.4 Transactions and year end outstanding balances with other related parties (Cont’d)
(a)
interests and other related companies (Cont’d)
Details of transactions entered into during the financial year are as follows: (Cont’d)
Company
Purchase of air tickets and related travel services from Clear Goal Group
Rental charged by Clear Goal Group
Management fee charged by Clear Goal Group
Restaurant service provided by Clear Goal Group
Rental of IT equipment from Clear Goal Group
Purchase and upkeep of motor vehicle from Clear Goal Group
2012
RM’000
2011
RM’000
505
51
42
13
2
6
158
101
12
246
(b) The transactions entered into with companies or persons connected to Tan Sri Dato’ Azman Hashim
Details of transactions entered into during the financial year are as follows:
Group
Upkeep of motor vehicles charged by Fizam Auto Service Sdn. Bhd.
(c)
Professional fee paid to Michael Chen & Co.
Professional fee paid to CH Williams Talhar & Wong
-
10
2012
RM’000
2011
RM’000
71
23
153
23
2012
RM’000
2011
RM’000
2,492
2,239
The transactions entered into with minority shareholders of subsidiaries
Group
Technical fees paid to Blue Star Limited
2011
RM’000
The transactions entered into with companies related to a Director. Details of transactions entered
into during the financial year are as follows:
Group
(d)
2012
RM’000
The related party transactions described above were carried out based on negotiated terms and
conditions and mutually agreed with the related parties.
Annual Report 2012
125
31 March 2012
45. Subsequent Events to the end of the Reporting Period
45.1 On 15 May 2012, Country Realty Limited (“CRL”), a wholly-owned subsidiary of the Company, had sold 5
apartments and 3 car park spaces in the property located at 95-99 Baker Street and 4-6 Durweston Mews,
London W1U 6RN, United Kingdom for a cash consideration of GBP5.80 million.
Following the disposal, CRL still owns 14 apartments, 2 commercial units and 5 car park spaces.
Based on the current exchange rates, the estimated net gain on disposal is approximately RM8.56 million.
45.2 On 20 May 2012, the Company signed a Share Sale Agreement (“SSA”) with International Trading Group
(Holding) SAL (“ITGH”) and Universal Distributors (UNIDIST) Holding SAL (“UDH”) (ITGH and UDH hereinafter
collectively referred to as “Purchasers”) to dispose off the 100% equity interest in the issued and paid-up
share capital of Riverich Limited (“Riverich”) held by the Company.
Riverich is a property investment company whose principal asset is a residential property located at 101
Lexham Gardens, London W8 6JN (“the Property”).
AMPROP is disposing Riverich to the Purchasers for a sale consideration of GBP9,327,500, to be adjusted (if
any) by any changes in the Net Assets of Riverich on completion date (“Consideration”).
The Consideration will be fully satisfied in cash and the estimated net gain on disposal for the Group is
approximately RM4,922,000. The disposal was completed on 21 June 2012 and Riverich ceased to be a
subsidiary of the Company.
45.3 On 12 June 2012, the Group acquired Trans Crest Projects Sdn. Bhd., a wholly-owned subsidiary of the
Group for a cash consideration of RM2. Trans Crest was incorporated in Malaysia under the Companies Act,
1965 on 21 May 2012 with an authorised share capital of RM100,000 comprising 100,000 ordinary shares
of RM1.00 each and its issued and paid-up share capital is RM2.00. Trans Crest Projects Sdn Bhd is currently
dormant.
The acquisition has no material financial effect to the Group.
45.4 On 14 June 2012, an indirect subsidiary of the Company, Hornbeam Sdn. Bhd., had received notification
from Companies Commission of Malaysia (“CCM”) that the company had been struck off from the register
of CCM upon the application by the company.
The strike off has no material financial effect to the Group and the Company.
46. Financial Instruments
126
A financial instrument is any contract that gives rise to both a financial asset of one enterprise and a financial
liability or equity instrument of another enterprise.
Financial assets of the Group include deposits with licensed banks, cash and bank balances, trade and other
receivables and available-for-sale financial assets.
Financial liabilities of the Group include trade and other payables and bank borrowings.
31 March 2012
46. Financial Instruments (Cont’d)
In respect of the company, financial assets and financial liabilities also include amount due from and amount
owing to subsidiaries respectively.
46.1 Financial Risk Management Objectives and Policies
The Group’s operations are subject to a variety of financial risks including currency risk, interest rate risk,
credit risk, market risk and liquidity and cash flow risks. Risk is defined as uncertain future events which
could influence the achievement of the Group’s objectives.
The Group’s overall financial risk management objective is to seek to address and control the risks to which
the Group is exposed and to minimise potential adverse effects on its financial performance that may result
from its exposure to such risks and to enhance shareholder value where appropriate.
The Board is primarily responsible for the management of these risks and to formulate policies and
procedures for the management thereof. The risks are managed by regular risk reviews, internal control
systems, on-going formulation and adherence to financial risk policies and mitigated by insurance coverage
where appropriate. Various risk management actions are taken depending on the assessment of the impact
and likelihood of the risk.
(a)
Credit Risk
Credit risk is the risk of financial loss attributable to default on obligations by parties contracting
with the Group. The Group’s main exposure to credit risk is in respect of its trade receivables.
The Group seeks to control credit risk by spelling out the guidelines and procedures on extending
credit terms to customers. Customers’ risk profile are reviewed regularly with a view to setting
appropriate terms of trade and credit limits. Where appropriate, customers may be required to
provide security and advance payment before goods or services are rendered. The Group has
endeavoured to avoid concentration of risk in one customer or a group of customers.
The Group avoids, where possible, any significant exposure to a single customer. However, in the
ordinary course of business, certain subsidiaries in the Group’s Engineering and Infrastructure
Segment, namely AMBC Transmission Sdn. Bhd. and Amcorp Perting Hydro Sdn. Bhd., have trade
receivables that are solely from their offtakers, the national electricity utility companies. As such, the
counter party risk is considered to be minimal.
The maximum exposure to credit risk without taking into consideration any collateral held or
other credit enhancement is represented by the carrying amount of ﬁnancial assets in the financial
statements, net of impairment allowance. None of the Group’s financial assets are secured by
collateral or other credit enhancements.
The Group’s management considers that the financial assets that are neither past due nor impaired
and past due but not impaired as at the end of the reporting period are of good credit quality.
The credit risk for cash and cash equivalents is considered negligible, since the counterparties are
reputable banks with high quality external credit ratings.
Annual Report 2012
127
31 March 2012
46.1 Financial Risk Management Objectives and Policies (Cont’d)
(a)
Credit Risk (Cont’d)
As at the end of the reporting period, other than the amounts due from subsidiaries, constituting
99.5% (2011: 99.9%) of total receivables, there were no significant concentrations of credit risk. The
maximum exposure to credit risk for the Company are represented by the carrying amount of each
financial asset recognised in the statement of financial position.
(b)
Liquidity and Cash Flow Risks
Liquidity or funding risk is the risk of the inability to meet commitments associated with financial
instruments while cash flow risk is the risk of uncertainty of future cash flow amount associated with
a monetary financial instrument.
The Group practices prudent liquidity risk management to minimise the mismatch of financial assets
and liabilities. The Group’s cash flow is reviewed regularly to ensure that the Group is able to settle its
commitments when they fall due.
The Group manages its liquidity risk with the view to maintaining a healthy level of cash and cash
equivalents approriate to the operating environment and expected cash flows of the Group. Liquidity
requirements are maintained within its undrawn committed borrowing facilities at all times and are
sufficient and available to the Group to meet its obligations. The Group maintains a mix of shortterm money market borrowings and medium/long term loans to fund working capital requirements,
capital expenditure and long term projects.
Maturity Analysis
The table below summarises the maturity profile of the Group’s and of the Company’s financial
liabilities based on contractual undiscounted repayment obligations.
2012
Group
Trade payables
Other payables
Bank borrowings
128
On demand
or within
one year
RM’000
Between
2 to 5
years
RM’000
More than
5 years
RM’000
Total
RM’000
37,689
14,053
15,228
788
67,758
2,048
110,070
1,545
113,663
49,813
49,813
39,737
14,053
175,111
2,333
231,234
31 March 2012
(b)
Liquidity and Cash Flow Risks (Cont’d)
2012
Company
Other payables
Amount owing to subsidiaries
Bank borrowings
2011
Group
Trade payables
Other payables
Bank borrowings
On demand
or within
one year
RM’000
Between
2 to 5
years
RM’000
More than
5 years
RM’000
Total
RM’000
932
109,107
1,145
496
111,680
984
984
-
932
109,107
1,145
1,480
112,664
On demand
or within
one year
RM’000
Between
2 to 5
years
RM’000
More than
5 years
RM’000
Total
RM’000
43,137
50,089
90,913
622
184,761
2,940
167,470
1,416
171,826
23,084
23,084
46,077
50,089
281,467
2,038
379,671
834
137,573
80,462
374
219,243
988
988
-
834
137,573
80,462
1,362
220,231
Company
Other payables
Amount owing to subsidiaries
Bank borrowings
(c)
Foreign Currency Risk
The Group is exposed to foreign currency risk when the Company or its subsidiaries enter into
transactions that are not denominated in their functional currencies.
The Group’s principal foreign currency exposure as at the end of the reporting period related mainly
to receivables, cash and bank balances and payables denominated in Pound Sterling (“GBP”) and
United Arab Emirates Dirham (“AED”). The Group’s and the Company’s foreign currency exposure
profiles in respect of their financial assets and financial liabilities are disclosed in the following
notes.
Annual Report 2012
129
31 March 2012
(c)
Foreign Currency Risk (Cont’d)
The Group minimises foreign currency risk which it does not wish to be exposed to by closely
monitoring the movements in the exchange rates and where appropriate, measures are implemented
with a view to limit risks due to exposures and fluctuations by entering into forward foreign currency
exchange contracts within the constraints of market and government regulations.
As at the end of the reporting period, no forward foreign currency exchange contracts were entered
into as the timing of the receivables are uncertain or are intended to settle obligations or further
investments in the same currency.
The Group does not speculate in foreign currency derivatives and in line with FRS 7, does not regard
its investments in foreign operations/subsidiaries as subject to foreign exchange risk.
The Group’s and Company’s exposure to foreign currencies in respect of its financial assets and
financial liabilities which are not denominated in the functional currency of the Company or its
subsidiaries are as follows:
2012
Group
GBP
RM’000
AED
RM’000
Total
RM’000
570
24,768
25,338
4,737
3,335
8,072
5,307
28,103
33,410
Financial liabilities
(4,915)
(170)
(5,085)
Net currency exposure
20,423
7,902
28,325
GBP
RM’000
AED
RM’000
Others
RM’000
Total
RM’000
16,045
516
16,561
9,951
1,822
11,773
-
25,996
2,338
28,334
(144)
(357)
(1,128)
(1,629)
16,417
11,416
(1,128)
26,705
Financial assets
Deposits, cash and balances
2011
Group
Financial assets
Deposits, cash and balances
130
31 March 2012
(c)
Foreign Currency Risk (Cont’d)
Included in trade and other receivables as at 31 March 2011 was a loan of RM16,019,000 receivable
from subsidiaries whose functional currency is denominated in Pound Sterling (“GBP”). As such, any
strengthening in GBP will give rise to a gain in foreign exchange in the profit or loss of the subsidiaries
which are consolidated in the Group.
2012
Company
GBP
RM’000
Financial assets
80
(4,580)
(4,500)
In the previous financial year, the Company was not exposed to any foreign exchange risk.
Foreign Currency Risk Sensitivity Analysis
The following demonstrates the sensitivity of the Group’s and Company’s profit after tax to a 5%
strengthening in the GBP and AED against the RM, with all other variables, in particular interest rates,
held constant and based on the financial liabilities that are exposed to foreign currency risk as at the
end of the reporting period :Increase/(Decrease)
Group
Company
2012
2011
2012
2011
RM’000
RM’000
RM’000
RM’000
Against RM
GBP
AED
1,021
395
821
571
(225)
-
-
A 5% weakening of the above currencies against the respective functional currencies would have the
equal but opposite effect to the amount shown above, on the basis that all other variables remain
constant.
Annual Report 2012
131
31 March 2012
(d)
Interest Rate Risk
The Group is exposed to interest rate risk for changes in interest rates primarily for floating rate
debt obligations and placements in money market. The Group finances its operations by a mixture
of internal funds and bank borrowings. The interest rate profile of borrowings is regularly reviewed
against prevailing and anticipated market interest rates. The interest, repayment and maturity
profiles of borrowings are structured after taking into account on whether the funds used are for
short-term or long-term purposes and the interest rate outlook, the matching cashflows that are
used to service the interest and the economic life of the assets or operations being financed. Where
necessary, the Group would manage its cashflow interest rate risk by using floating-to-fixed interest
rate swaps.
Approximately, 14% of the Group’s borrowings are at fixed rates which were entered into in respect
of the Group’s investments in a mini hydro power plant.
Interest Rate Risk Sensitivity Analysis
If annual interest rates have been 50 basis points higher/lower respectively, with all other variables
being held constant and based on borrowings with floating rates as at the end of the reporting
period, the profit of the Group for the current financial year will be lower/higher by RM49,000 (2011:
RM298,000) while the profit for the Company for the current financial year will be higher/lower by
RM33,000 (2011: lower/higher by RM302,000) respectively as a result of increase/decrease in interest
expense on those borrowings. The sensitivity analysis for the Group has been prepared on the basis
of the Group’s net exposure to interest rate risk after setting off its floating rate borrowings with fixed
deposits available as at the end of the reporting period.
(e)
Other Price Risk
The Group is exposed to equity price risk fluctuations arising from its investments in quoted shares
and bonds, which are classified as available-for-sale financial assets. These investments are carried in
the books at their quoted or observable market prices which is more adequately disclosed in the fair
value Note 12.
Equity Price Sensitivity Analysis
The Group has considered the sensitivity of these financial instruments to market risk and are of the
view that its impact is insignificant.
46.2 Financial Instruments by Category
132
The carrying amounts of financial assets and financial liabilities presented in the statements of financial
position are based on the measurement categories as defined in FRS 139. All financial assets are categorised
as loans and receivables except for quoted shares, unquoted shares and bonds which are categorised as
available-for-sale financial assets as disclosed in Note 12. All financial liabilities are categorised as financial
liabilities measured at amortised cost.
31 March 2012
46.3 Fair Values of Financial Instruments
The fair value of a financial instrument is the amount at which the instruments could be exchanged or
settled in an orderly manner between knowledgeable and willing parties in an arm’s length transaction.
The information presented herein represents estimates of fair values as at the end of the reporting period.
Quoted market prices, when available, are used as the measure of fair values. For unquoted financial
instruments and long term receivables, fair values are estimated using net present value or other valuation
techniques which involve a certain degree of uncertainty depending on the assumption used and
judgements made regarding risk characteristics, discount rates, estimates of future cash flows and other
factors. Changes in these assumptions could materially affect these estimates and the resulting fair value.
Fair value information for property, plant and equipment and investments in subsidiaries and associates are
excluded as they do not fall within the scope of FRS 132 which requires fair values to be disclosed.
The fair values of the financial assets and financial liabilities reported in the statements of financial position
approximate the carrying amounts of those assets and liabilities because of the limited terms to maturity
of these financial instruments, except for the following:
Group
2012
Company
Carrying
Fair
amount
value
RM’000
RM’000
Carrying
amount
RM’000
Fair
value
RM’000
2,131
2,167
1,345
1,372
1,832
1,851
1,212
1,224
2011
The Company provides guarantees to lenders for financing facilities extended to certain subsidiaries which
are disclosed in Note 42. The fair value of such financial guarantees is negligible as the probability of the
subsidiaries defaulting on the financing facilities is remote.
The fair value estimates were determined by application of the methods and assumptions described
below:
Investments
For quoted investments, the estimated fair values are generally based on quoted market prices or dealer
quotes. For unquoted investments, fair values has been assessed by reference to market indicative interest
yields or net tangible assets where applicable.
Annual Report 2012
133
31 March 2012
46.3 Fair Values of Financial Instruments (Cont’d)
Receivables, Payables and Borrowings
The fair values of receivables, payables and term loans are estimated using the discounted cash flow analysis
based on current lending/borrowing rates for similar types of lending/borrowing arrangements.
46.4 Fair Value Hierarchy
As at 31 March 2012, the Company and Group Available-for-sale assets of RM6,824,000 (2011: RM933,000)
and RM7,773,000 (2011: RM7,066,000) respectively, are carried at fair value and measured based on Level
1 fair value measurement which are those derived from quoted prices (unadjusted) in active markets for
identical assets except for unquoted bonds. Unquoted bonds are carried at fair value and measured based
on Level 2 fair value measurement which are those derived from inputs for the asset that are based on
observable market data.
47. Capital Management Policy
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern
and to maintain an optimal capital structure so as to provide returns for shareholders and benefits for other
stakeholders.
In order to optimise the capital structure, or the capital allocation amongst the Group’s various businesses, the
Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares,
buy back issued shares, take on new debts or sell assets to reduce debt.
The Group monitors capital utilisation on the basis of the gearing ratio. This ratio is calculated as total debts divided
by total capital. Total debt is calculated as total borrowings (including ‘short term and long term borrowings’ as
shown in the statement of financial position). Total capital is calculated as the sum of total equity and total debt.
The gearing ratio are as follows:
Total debts
Total equity
Gearing ratio
134
2012
RM’000
2011
RM’000
167,501
661,244
828,745
270,671
570,433
841,104
20%
32%
31 March 2012
48. Comparative Figures
The following comparative figures have been reclassified to conform with current year’s presentation:
As previously
reported Reclassifications
RM’000
RM’000
Group
As restated
RM’000
Statements of financial position
Current assets
Property development costs
Inventories
165,961
13,040
2,402
(2,402)
168,363
10,638
Statements of cash flows
Cash flows from operating activities
Decrease in trade and other payables
Interest paid
(18,228)
(17,730)
(215)
215
(18,443)
(17,515)
49. List of Subsidiary Companies
Subsidiaries
Country of
incorporation
Group’s effective
equity interest
2012
2011
Principal activities
AMBC Transmission Sdn. Bhd. *
Malaysia
85
85
Electrical and power
engineering construction
AMBC Controls Sdn. Bhd. *
Malaysia
100
100
Fabrication of electrical
equipment
Amcorp Prima Realty Sdn. Bhd.
Malaysia
100
100
Property development
Amcorp Equipment Trading Sdn. Bhd. *
Malaysia
100
100
Investment in securities
Amcorp Leisure Holding Sdn. Bhd. *
Malaysia
100
100
Investment holding
Amcorp Management Services Sdn. Bhd. *
Malaysia
100
100
Financial, property and
management services
*
Subsidiaries not audited by BDO
Annual Report 2012
135
31 March 2012
49. List of Subsidiary Companies (Cont’d)
Subsidiaries
Group’s effective
equity interest
2012
2011
Amcorp Power Sdn. Bhd. *
Malaysia
100
100
Investment holding
Amcorp Property Holdings Sdn. Bhd. *
Malaysia
100
100
Investment holding
Amcorp Property Management Co.
Sdn. Bhd. *
Malaysia
100
100
Property management
services
Amcorp Realty Sdn. Bhd. *
Malaysia
100
100
Property investment
Arab-Malaysian-Toda Construction
Sdn. Bhd. * (Company in liquidation)
Malaysia
-
51
Construction
Blue Star M & E Engineering Sdn. Bhd. *
Malaysia
51
51
Engineering services
Cemara Angkasa Sdn. Bhd. *
Malaysia
-
100
Dormant
Cemara Harapan Sdn. Bhd. *
Malaysia
100
100
Property investment and
investment holding
Cemara Sejati Sdn. Bhd. *
Malaysia
-
100
Investment holding
Country Realty Limited *
British Virgin
Islands
100
100
Property investments
Distrepark Sdn. Bhd.
Malaysia
100
100
HDCam Sdn. Bhd.
Malaysia
60
60
Hornbeam Sdn. Bhd. *
Malaysia
100
100
Dormant
Living Development Sdn. Bhd. *
Malaysia
100
100
Property investment
Mawar Delima (M) Sdn. Bhd. *
Malaysia
100
100
Medan Delima Sdn. Bhd.
Malaysia
100
100
Property development and
management
Mekar Angkasa Sdn. Bhd. *
Malaysia
100
100
Investment holding
*
136
Country of
incorporation
31 March 2012
Subsidiaries
Neo Elements Limited * @
Country of
incorporation
Group’s effective
equity interest
2012
2011
British Virgin
Islands
100
-
Perumahan Taman Pinji Sdn. Bhd.
Malaysia
100
100
Pulau Indah Marina Resort Sdn. Bhd. *
Malaysia
60
60
Dormant
Regal Genius Sdn. Bhd.
Malaysia
100
100
British Virgin
Islands
100
100
Sejati Pelita Sdn. Bhd.
Malaysia
100
100
Selaju Sdn. Bhd. *
Malaysia
100
100
Investment holding
Seng Hock Realty Development Sdn. Bhd.
Malaysia
100
100
Property development and
property investment
Syarikat Kompleks Damai Sdn. Bhd. *
Malaysia
100
100
Dormant
Taifab Properties Sdn. Bhd. *
Malaysia
100
100
Property development,
property management and
property investment
Walleng Enterprises Sdn. Bhd. *
Malaysia
100
100
Investment holding and
provision of treasury services
Zaklan Sdn. Bhd. *
Malaysia
100
100
Investment holding
Riverich Limited *
*
@
Subsidiary is consolidated based on unaudited management financial statements for the financial year
ended 31 March 2012. The financial statements of this subsidiary is not required to be audited in its country
of incorporation and it is not material to the Group for the financial year ended 31 March 2012.
Annual Report 2012
137
31 March 2012
Indirect subsidiaries
Group’s effective
equity interest
2012
2011
AMDB Commercial Services Sdn. Bhd. *
Malaysia
100
100
Management services
Amcorp Industrial City Sdn. Bhd. *
Malaysia
100
100
Amcorp Perting Hydro Sdn. Bhd. *
Malaysia
100
100
Own, operate and maintain
a renewable energy power
plant
Amcorp Services Sdn. Bhd. *
Malaysia
100
100
Management services
Arnica Corporation Sdn. Bhd.
Malaysia
100
100
Cemara Angsana Sdn. Bhd. *
Malaysia
100
100
Dormant
Exotic Enterprise Sdn. Bhd. *
Malaysia
100
100
Investment holding
Gubahan Ceria Sdn. Bhd. *
Malaysia
100
100
Dormant
Mayang Zaman Sdn. Bhd. *
Malaysia
100
100
Netcoin Sdn. Bhd. *
(Struck off during the financial year)
Malaysia
-
97
Investment holding
Nikmat Segar (M) Sdn. Bhd. *
Malaysia
100
100
Dormant
Rich Avenue Sdn. Bhd.
Malaysia
100
100
British Virgin
Islands
-
60
Westlink Global Investments Limited *
*
138
Country of
incorporation
31 March 2012
50. List of Associated Companies
Associates
Country of
incorporation
Group’s effective
equity interest
2012
2011
Kesas Holdings Berhad *
Malaysia
20
20
Investment holding
Planergo (Pte) Limited *
Republic of
Singapore
20
20
Hotel operation
Prisma Tulin Sdn. Bhd. *
Malaysia
41
41
Hotel operation
Lafarge Concrete (Malaysia) Sdn. Bhd. *
Malaysia
-
30
Manufacture of ready mixed
concrete
Augustland Hotel Sdn. Bhd. *
Malaysia
40
40
Hotel and apartment
development and operation
AmTrustee Berhad *
Malaysia
20
20
Trustee service
Bangi Hotel Sdn. Bhd. *
Malaysia
20
20
Development, construction,
management and
maintenance of hotel
Kesas Sdn. Bhd. *
Malaysia
20
20
Management of toll
operations and maintenance
of highway
Lafarge Concrete Industries Sdn. Bhd. *
Malaysia
-
30
Producer and seller of readymixed concrete
Lafarge Concrete (East Malaysia) Sdn. Bhd. *
Malaysia
-
30
Manufacture and sale of
ready-mixed concrete
Indirect associates
*
Associates not audited by BDO
Annual Report 2012
139
31 March 2012
51. Supplementary Information Disclosed Pursuant to Bursa Malaysia Securities Berhad’s Listing
Requirements
Realised and Unrealised Profit or Losses
The breakdown of retained profits of the Group and of the Company into realised and unrealised profits or losses
pursuant to the directive issued by Bursa Malaysia Securities Berhad dated 25 March 2010 is as follows:
Group
Total retained profits of the Company and its subsidiaries:
- realised
- unrealised
Total share of retained profits from associates:
- realised
- unrealised
Retained profits as per financial statements
140
2012
RM’000
2011
RM’000
Company
2012
2011
RM’000
RM’000
278,639
5,492
284,131
205,141
844
205,985
100,171
100,171
91,454
91,454
(3,366)
(4,198)
276,567
(19,608)
1,189
187,566
100,171
91,454
as at 25 July 2012
Authorised Capital
:
Issued and Paid-Up Capital :
Class of Shares
:
Voting Rights
:
RM500,000,000.00
RM287,730,718.50
Ordinary shares of RM0.50 each
One (1) vote per shareholder on show of hands or
one (1) vote per ordinary share on a poll
DISTRIBUTION OF SHAREHOLDINGS
No. of
Shareholders
% of
Shareholders
No. of
Shares
% of
Shares
Less than 100
100 to 1,000
1,001 to 10,000
10,001 to 100,000
100,001 to less than 5% of issued shares
5% and above of issued shares
3,532
18,720
11,540
1,391
132
3
10.00
53.00
32.68
3.94
0.37
0.01
100,825
9,877,663
35,572,262
37,350,501
97,806,841
392,372,745
0.02
1.72
6.21
6.52
17.06
68.47
Total
35,318
100.00
573,080,837
100.00
No. of Shares
%
290,372,745
50.67
Size of Shareholdings
THIRTY LARGEST REGISTERED SHAREHOLDERS
No.
Name of Shareholders
1.
Amcorp Group Berhad
2.
BBL Nominees (Tempatan) Sdn Bhd
- Pledged Securities Account for Amcorp Group Berhad
55,000,000
9.60
3.
EB Nominees (Tempatan) Sendirian Berhad
47,000,000
8.20
4.
Maybank Nominees (Tempatan) Sdn Bhd
25,000,000
4.36
5.
Blue Ribbon International Limited
7,279,834
1.27
6.
Azlan bin Hashim
5,900,000
1.03
7.
CIMB Group Nominees (Tempatan) Sdn Bhd
- Exempt AN for Libra Invest Berhad
4,444,445
0.78
8.
Soo Ngik Gee @ Soo Yeh Joo
4,034,100
0.70
9.
Raja Karib Shah bin Shahrudin
3,347,267
0.58
10.
Chow Soi Wah
2,951,800
0.52
Annual Report 2012
141
as at 25 July 2012
THIRTY LARGEST REGISTERED SHAREHOLDERS (Cont’d)
142
No. of Shares
%
Citigroup Nominees (Asing) Sdn Bhd
- Exempt AN for OCBC Securities Private Limited (Client A/C-NR)
2,643,906
0.46
12.
Infotech Mark Sdn Bhd
1,968,400
0.34
13.
JF Apex Nominees (Tempatan) Sdn Bhd
- Pledged Securities Account for Teo Siew Lai
1,503,000
0.26
14.
Low Pek Kok
1,346,000
0.23
15.
CIMSEC Nominees (Asing) Sdn Bhd
- Exempt AN for CIMB Securities (Singapore) Pte Ltd (Retail Clients)
1,337,004
0.23
16.
Nor Azrini binti Azlan
1,306,500
0.23
17.
Toh Ean Hai
1,175,000
0.21
18.
Tan Yu Wei
1,125,067
0.20
19.
Adam Shah bin Azlan
1,100,000
0.19
20.
HLG Nominee (Asing) Sdn Bhd
- Exempt AN for UOB Kay Hian Pte Ltd (A/C Clients)
1,030,742
0.18
21.
Alfa Erat Sdn Bhd
1,000,000
0.17
22.
Neo Soon Chong
900,000
0.16
23.
Public Invest Nominees (Asing) Sdn Bhd
- Exempt AN for Phillip Securities Pte Ltd (Clients)
884,506
0.15
24.
Kenanga Nominees (Tempatan) Sdn Bhd
- Pledged Securities Account for Mary Ting Siew Ding
779,667
0.14
25.
Low Mei Lan
733,333
0.13
26.
Gan Kai San
700,000
0.12
27.
Low Pek Lay
670,900
0.12
28.
Maybank Nominees (Tempatan) Sdn Bhd
- Pledged Securities Account for Ch’ng Meng Kwee
611,000
0.11
29.
Chan Tin Wai
600,000
0.10
30.
HDM Nominees (Asing) Sdn Bhd
- UOB Kay Hian Pte Ltd for Pax Realty & Development Pte Ltd
572,333
0.10
467,317,549
81.54
No.
Name of Shareholders
11.
as at 25 July 2012
SUBSTANTIAL SHAREHOLDERS
Name of Substantial Shareholders
Tan Sri Azman Hashim
Amcorp Group Berhad
Clear Goal Sdn Bhd
Direct Interest
No. of Shares
%
158,359
417,372,745
-
0.03
72.83
-
Indirect Interest
No. of Shares
%
417,372,745 (1)
(1)
417,372,745
72.83
72.83
Note:
(1)
Deemed interested by virtue of Section 6A of the Companies Act, 1965 through shareholdings in Amcorp Group Berhad.
DIRECTORS’ SHAREHOLDINGS
Name of Directors
Azmi Hashim
Direct Interest
No. of Shares
%
17,667
-#
Indirect Interest
No. of Shares
%
-
-
Note:
#
Negligible
Note:
The analysis of shareholdings is based on the Record of Depositors as at 25 July 2012, net of 2,380,600 treasury shares.
Annual Report 2012
143
List of Properties
held as at 31 March 2012
Approximate
Area
Properties
Kayangan Heights, Shah Alam
Daerah Petaling, Mukim Bukit Raja
Net Book
Date of
Expiry
Description/
Age of
Value Acquisition/
Date
Existing Use
Buildings
RM'000 Revaluation
N/A
163,879
05.08.2009
15 years
87,040
30.09.2011
84,006
29.03.2012
(m2)
Tenure
681,754
Leasehold
99 years
25.05.2092 Land held under
development
67,037
Leasehold
11.09.2088
1,917
Freehold
N/A
Selangor Darul Ehsan
Amcorp Trade Centre
Commercial
Daerah Petaling
95-99 Baker Street & 4-6
Commercial
Newly
and Residential
refurbished
2,821,399 Freehold &
17.09.2056 Land held under
N/A
45,372
05.08.2009
Leasehold
development
Durweston Mews, London W1U 6RN
United Kingdom
Block 1, Menyan Land District and
Block 17, Seduan Land District
Sibu, Sarawak
101, Lexham Gardens
99 years
772
Freehold
N/A
Residential
7 years
37,615
20.12.2010
Pajam
Mukim of Setul
Negeri Sembilan Darul Khusus
674,459
Freehold
N/A
Land held
under future
development
N/A
25,987
20.06.2002
Sebana Cove, Daerah Kota Tinggi
Mukim Pengerang
Johor Darul Takzim
269,513
Freehold
N/A
Land held
under future
development
N/A
7,009
23.12.1992
9,722
Freehold
N/A
Property under
N/A
5,705
01.04.2007
13 Years
4,010
28.03.1994
N/A
3,271
20.06.2002
London W8 6JN
United Kingdom
Salak South
Daerah Kuala Lumpur
development
Mukim Petaling, Kuala Lumpur
Seremban City Centre
3,293
Freehold
N/A
Jalan Pasar, 70000 Seremban
Commercial
buildings
Negeri Sembilan Darul Khusus
Mukim of Labu
Dearah Sepang
144
209,930
Leasehold
99 years
14.09.2080
Agricultural
land
NOTICE IS HEREBY GIVEN THAT the Forty-Sixth Annual General Meeting of
Amcorp Properties Berhad will be held at Dewan AmBank Group, 7th Floor,
Bangunan AmBank Group, 55 Jalan Raja Chulan, 50200 Kuala Lumpur on
Thursday, 6 September 2012 at 10.30 a.m. for the following purposes:
AGENDA
AS ORDINARY BUSINESS
1.
To receive the Audited Financial Statements for the financial year ended 31 March 2012
together with the Reports of the Directors and Auditors thereon.
2.
To declare a final dividend of 6% less 25% income tax for the financial year ended 31 March
2012.
Resolution 1
3.
To approve the payment of Directors’ fees of RM192,000 for the financial year ended 31 March
2012.
Resolution 2
4.
To re-elect the following Directors who retire pursuant to Article 136 of the Company’s Articles of
Association:
(i)
Encik Azmi Hashim
Resolution 3
(ii)
Y. Bhg. Dato’ Che Md Nawawi bin Ismail
Resolution 4
(iii)
Mr. Soo Kim Wai
Resolution 5
Resolution 6
5.
To re-elect Y. Bhg. Dato’ Ab. Halim bin Mohyiddin who retires pursuant to Article 119 of the
Company’s Articles of Association.
6.
To consider and if thought fit, to pass the following resolution:
“THAT Y. Bhg. Tan Sri Dato’ Chen Wing Sum retiring pursuant to Section 129(6) of the Companies
Act, 1965 be and is hereby re-appointed as Director of the Company to hold office until the next
Annual General Meeting.”
Resolution 7
7.
To re-appoint Messrs BDO as Auditors of the Company and to authorise the Directors to fix their
remuneration.
Resolution 8
Annual Report 2012
145
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions, with or without modifications:
Ordinary Resolutions
8.
Authority to Issue Shares Pursuant to Section 132D of the Companies Act, 1965
“THAT subject always to the Companies Act, 1965, provisions of the Company’s Memorandum
and Articles of Association and the approval from the relevant authorities, where such approval
is necessary, full authority be and is hereby given to the Directors pursuant to Section 132D of the
Companies Act, 1965 to issue and allot shares in the Company at any 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 ten percent (10%) of the issued capital of the Company for the time being and that the
Directors be and are also empowered to obtain the approval for the listing of and quotation for
the additional shares so issued on Bursa Malaysia Securities Berhad and that such authority shall
continue in force until the conclusion of the next Annual General Meeting of the Company.”
9.
Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or
Trading Nature
“THAT subject to Bursa Malaysia Securities Berhad Main Market Listing Requirements, approval Resolution 10
be and is hereby given for the Company and its subsidiaries to enter into the recurrent related
party transactions of a revenue or trading nature with the related parties as specified in Section
2.2 of the Circular to Shareholders dated 15 August 2012, provided that the transactions are in
the ordinary course of business which are necessary for day-to-day operations and on normal
commercial terms which are not more favourable to the related parties than those generally
available to the public and are not detrimental to the interest of the minority shareholders
of the Company and that the aggregate value of such transactions conducted pursuant to
the shareholders’ mandate during the financial year be disclosed in the annual report of the
Company;
AND THAT such authority conferred shall continue to be in force until:
(i) the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which time
it will lapse, unless by a resolution passed at the AGM, the authority is renewed;
(ii) the expiration of the period within which the next AGM of the Company is required to be
held pursuant to Section 143(1) of the Companies Act, 1965 (“Act”) (but must not extend to
such extension as may be allowed pursuant to Section 143(2) of the Act); or
(iii) revoked or varied by resolution passed by the shareholders of the Company in general
meeting,
146
whichever is the earlier;
AND THAT the Directors of the Company be and are hereby authorised to complete and do all
such acts and things (including executing such documents as may be required) to give effect to
the transactions contemplated and/or authorised by this resolution.”
Resolution 9
10. Proposed Renewal of Share Buy-Back Authority
“THAT subject to the Companies Act, 1965 (“Act”), rules, regulations and orders made pursuant Resolution 11
to the Act, provisions of the Memorandum and Articles of Association of the Company, Bursa
Malaysia Securities Berhad (“Bursa Securities”) Main Market Listing Requirements and any other
relevant authorities, approval be and is hereby given for the Company to purchase ordinary
shares of RM0.50 each in the Company as may be determined by the Directors from time to time
through Bursa Securities upon such terms and conditions as the Directors of the Company may
in their absolute discretion deem fit and expedient in the interest of the Company (“Share
Buy-Back Mandate”) provided that:
(i) the aggregate number of ordinary shares of RM0.50 each in the Company which may be
purchased and/or held by the Company at any point of time pursuant to the Share Buy-Back
Mandate shall not exceed ten percent (10%) of the issued and paid-up share capital of the
Company for the time being;
(ii) the maximum funds to be allocated by the Company for the purpose of purchasing its own
shares shall not exceed the aggregate of the retained profits and the share premium account
of the Company based on the audited financial statements for the financial year ended
31 March 2012 of RM100,171,704 and RM103,842,246 respectively;
(iii) the authority conferred by this resolution will be effective immediately upon the passing of
this ordinary resolution and will continue to be in force until:
(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which
time the said authority will lapse unless by an ordinary resolution passed at the general
meeting of the Company, the authority is renewed, either unconditionally or subject to
conditions;
(b) the expiration of the period within which the next AGM of the Company is required by
law to be held; or
(c) revoked or varied by an ordinary resolution passed by the shareholders in general
meeting,
whichever is the earlier;
(iv) the shares so purchased by the Company pursuant to the Share Buy-Back Mandate to be
retained as treasury shares which may be distributed as dividends and/or resold on Bursa
Securities and/or cancelled;
AND THAT the Directors of the Company be and are hereby authorised to take all such steps as
they may consider expedient or necessary to implement and give effect to the Share Buy-Back
Mandate.”
Special Resolution
11. Proposed Amendments to the Articles of Association of the Company
“THAT the proposed alterations, modifications, deletions and/or additions to the Articles of Resolution 12
Association of the Company as set out in Appendix I of the Annual Report 2012 be and are hereby
approved.”
Annual Report 2012
147
Ordinary Resolutions
12. Proposed Termination of the Company’s Existing Employees’ Share Option Scheme
(“ESOS”) (“Proposed ESOS Termination”)
“THAT, subject to the approval of the option holders (if any) of the Company’s existing ESOS, Resolution 13
the passing of Resolution 14 below and the implementation of proposed establishment of a new
employees’ share scheme, the Company be and is hereby authorised to terminate the Company’s
existing ESOS which was implemented on 28 September 2011;
AND THAT the Directors of the Company be and is hereby authorised to do all such acts as they
may consider necessary or expedient to give effect to the Proposed ESOS Termination with full
power to consent to and to adopt such conditions, modifications, variations and/or amendments
as may be required by the relevant regulatory authorities.”
13. Proposed Establishment of a New Employees’ Share Scheme (“Proposed ESS”)
“THAT, subject to the passing of Resolution 13 above and the approvals of all relevant authorities Resolution 14
for the Proposed ESS being obtained, the Company be and is hereby authorised:
(a) to establish, implement and administer the Proposed ESS for the benefit of the eligible
executive directors and employees of the Company and its subsidiary companies which are
not dormant (“Group”) who meets the criteria of eligibility for participation in the Proposed
ESS (“Eligible Persons”) in accordance with the By-Laws which is set out in Appendix II of the
Circular to Shareholders dated 15 August 2012 (“Circular”);
(b) to appoint a trustee to facilitate the implementation of the Proposed ESS (if required);
(c) to provide money or other assistance (financial or otherwise), and/or to authorise and/or
procure any one or more of the subsidiaries of the Company, to provide money or other
assistance (financial or otherwise) from time to time if required to enable the trustee to
subscribe for and/or acquire new or existing ordinary shares of RM0.50 each in the Company
(or any other par value of the Company, as may be determined and/or amended from
time to time) (“Shares”) and/or payment of equivalent cash value to the Eligible Persons
provided that the Company or any subsidiaries of the Group shall not provide such money
or assistance (financial or otherwise) if it would be in breach of any laws of Malaysia and
where the lending subsidiary is a foreign corporation, the relevant laws of the place of
incorporation of the lending subsidiary;
(d) to make the necessary applications to Bursa Malaysia Securities Berhad (“Bursa Securities”)
and do all things necessary at the appropriate time or times for permission to deal in and
for the listing of and quotation for the new Shares that may hereafter from time to time be
allotted and issued pursuant to the Proposed ESS;
148
(e) to modify and/or amend the By-Laws of the Proposed ESS from time to time as may be
required/permitted by the authorities or deemed necessary by the authorities or the
Board of Directors of the Company or any committee of the Proposed ESS established or
appointed by it provided that such modifications and/or amendments are effected and
permitted in accordance with the provisions of the By-Laws relating to modifications and/or
amendments;
(f ) to do all such acts, execute all such documents and to enter into all such transactions,
arrangements and agreements, deeds or undertakings and to make such rules or
regulations, or impose such terms and conditions or delegate part of its power as may
be necessary or expedient in order to give full effect to the Proposed ESS and terms of the
By-Laws; and
(g)
to allot and issue and/or procure for delivery from time to time such number of Shares
which may be made available under the Proposed ESS including new Shares which may
be made available under the Proposed ESS including the new Shares which may be issued
and allotted pursuant to any other schemes involving new issuance of Shares to be
implemented by the Company shall not at any point in time in aggregate exceed fifteen
percent (15%) of the issued and paid-up share capital of the Company or such other
percentage of the issued and paid-up share capital of the Company (excluding treasury
shares) that may be permitted by Bursa Securities or any other relevant authorities from
time to time during the duration of the Proposed ESS;
AND THAT the Directors of the Company be and is hereby authorised to give effect to the
Proposed ESS with full power to consent to and to adopt such conditions, modifications,
variations and/or amendments as it may deem fit and/or as may be required by the relevant
regulatory authorities;
AND THAT the proposed By-Laws of the Proposed ESS, as set out in Appendix II of the Circular, be
and is hereby approved.”
14. Proposed Allocation of ESOS Award and Restricted Share Grant (“RSG”) Award to Azmi
Hashim, Executive Chairman of the Company
“THAT, subject to the passing of the Resolutions 13 and 14 above, the Directors of the Company be Resolution 15
and are hereby authorised at any time and from time to time to grant to Azmi Hashim, Executive
Chairman of the Company, such number of Shares in the Company which will be vested in him
at a specified future date and to allot and issue and/or deliver such number of ESOS options,
Shares and/or the equivalent cash value or combinations thereof comprised in the Proposed
ESS granted and/or awarded to him from time to time, provided always that not more than ten
percent (10%) (or such percentage as allowable by the relevant authorities) of the Shares available
under the Proposed ESS shall be allocated to any eligible Director or employee who, either singly
or collectively through persons connected with the eligible Director or employee, holds twenty
percent (20%) or more of the issued and paid-up share capital of the Company, subject always to
such terms and conditions and/or any adjustment which may be made in accordance with the
By-Laws governing and constituting the Proposed ESS as set out in Appendix II of the Circular.”
Annual Report 2012
149
15. Proposed Allocation of ESOS Award and RSG Award to Lee Keen Pong, Managing Director
of the Company
“THAT, subject to the passing of the Resolutions 13 and 14 above, the Directors of the Company Resolution 16
be and are hereby authorised at any time and from time to time to grant to Lee Keen Pong,
Managing Director of the Company, such number of Shares in the Company which will be vested
in him at a specified future date and to allot and issue and/or deliver such number of ESOS options,
Shares and/or the equivalent cash value or combinations thereof comprised in the Proposed
ESS granted and/or awarded to him from time to time, provided always that not more than ten
percent (10%) (or such percentage as allowable by the relevant authorities) of the Shares available
under the Proposed ESS shall be allocated to any eligible Director or employee who, either singly
or collectively through persons connected with the eligible Director or employee, holds twenty
percent (20%) or more of the issued and paid-up share capital of the Company, subject always to
such terms and conditions and/or any adjustment which may be made in accordance with the
By-Laws governing and constituting the Proposed ESS as set out in Appendix II of the Circular.”
16. Proposed Allocation of ESOS Award and RSG Award to Shahman Azman, Deputy Managing
Director of the Company
“THAT, subject to the passing of the Resolutions 13 and 14 above, the Directors of the Company Resolution 17
be and are hereby authorised at any time and from time to time to grant to Shahman Azman,
Deputy Managing Director of the Company, such number of Shares in the Company which will
be vested in him at a specified future date and to allot and issue and/or deliver such number
of ESOS options, Shares and/or the equivalent cash value or combinations thereof comprised
in the Proposed ESS granted and/or awarded to him from time to time, provided always that
not more than ten percent (10%) (or such percentage as allowable by the relevant authorities)
of the Shares available under the Proposed ESS shall be allocated to any eligible Director or
employee who, either singly or collectively through persons connected with the eligible Director
or employee, holds twenty percent (20%) or more of the issued and paid-up share capital of the
Company, subject always to such terms and conditions and/or any adjustment which may be
made in accordance with the By-Laws governing and constituting the Proposed ESS as set out in
Appendix II of the Circular.”
17. To transact any other business of which due notice shall have been received.
150
NOTICE OF DIVIDEND ENTITLEMENT
NOTICE IS ALSO HEREBY GIVEN THAT the final dividend of 6% less 25% income tax for the financial year ended
31 March 2012, if approved by the shareholders, will be paid on 25 September 2012 to depositors who are registered
in the Record of Depositors at the close of business on 12 September 2012.
A Depositor shall qualify for entitlement only in respect of:
(a) shares transferred into the Depositor’s Securities Account before 4.00 p.m. on 12 September 2012 in respect of
transfers; and
(b) shares bought on Bursa Malaysia Securities Berhad (“Bursa Securities”) on a cum entitlement basis according to
the Rules of Bursa Securities.
By Order of the Board
JOHNSON YAP CHOON SENG (MIA 20766)
CHUA SIEW CHUAN (MAICSA 0777689)
Secretaries
Petaling Jaya
15 August 2012
Notes :
1. In respect of deposited securities, only members whose names appear in the Record of Depositors as at 29 August 2012 shall be
eligible to attend, speak and vote at the Forty-Sixth Annual General Meeting.
2. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy/proxies to attend, speak and
vote in his stead. A proxy may but need not be a member of the Company and there shall be no restriction as to the qualification
of the proxy.
3. A member shall not be entitled to appoint more than two (2) proxies to attend and vote at the Meeting and a member who
appoints two (2) proxies shall specify the proportion of his shareholdings to be represented by each proxy.
4. Where a member is an authorised nominee as defined in the Securities Industry (Central Depositories) Act 1991, it may appoint
at least one (1) proxy but not more than two (2) proxies in respect of each Securities Account it holds with ordinary shares of the
Company standing to the credit of the said account.
5. A member who is an exempt authorised nominee is entitled to appoint multiple proxies for each omnibus account it holds.
6. The instrument appointing a proxy in the case of an individual, shall be in writing under the hand of the appointer or his attorney
duly authorised in writing or if the appointer is a corporation either under its common seal or under the hand of an officer or
attorney duly authorised.
7. The instrument appointing a proxy must be completed, signed and deposited at the Registered Office of the Company at Level
7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Malaysia not less than
forty-eight (48) hours before the time appointed for holding the Meeting or any adjournment thereof.
Annual Report 2012
151
Explanatory Notes on Special Business:
(i)
Resolution 9 - Authority to Issue Shares Pursuant to Section 132D of the Companies Act, 1965
The Ordinary Resolution proposed under item 8 is for the purpose of seeking a renewal of the general mandate (“General
Mandate”) and if passed, will empower the Directors of the Company pursuant to Section 132D of the Companies Act, 1965, to
issue and allot new shares in the Company from time to time provided that the aggregate number of shares issued pursuant
to the General Mandate does not exceed 10% of the total issued share capital of the Company for the time being. The General
Mandate, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the next Annual General
Meeting (“AGM”) of the Company.
As at the date of this Notice, no new share in the Company was issued pursuant to the mandate granted to the Directors at the
Forty-Fifth AGM of the Company held on 21 September 2011.
The General Mandate will provide flexibility to the Company for any possible fund raising activities, including but not limited
to funding future investment, working capital, acquisitions or such other purposes as the Directors consider would be in the
interest of the Company.
(ii) Resolution 10 - Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading
Nature
The Ordinary Resolution proposed under item 9, if passed, will allow the Company and its subsidiaries to enter into recurrent
related party transactions of a revenue or trading nature pursuant to paragraph 10.09 of Bursa Malaysia Securities Berhad
(‘Bursa Securities “) Main Market Listing Requirements. This authority, unless revoked or varied at a general meeting, will expire
at the conclusion of the next AGM of the Company.
(iii) Resolution 11 - Proposed Renewal of Share Buy-Back Authority
The Ordinary Resolution proposed under item 10, if passed, will allow the Company to purchase up to 10% of the issued
and paid-up share capital of the Company. This authority, unless revoked or varied at a general meeting, will expire at the
conclusion of the next AGM of the Company.
(iv) Resolution 12 - Proposed Amendments to the Articles of Association of the Company
The Special Resolution proposed under item 11 is to amend the Company’s Articles of Association in line with the amendments
to the Bursa Securities Main Market Listing Requirements.
(v) Resolution 13 - Proposed Termination of the Company’s Existing Employees’ Share Option Scheme (“ESOS”)
The Ordinary Resolution proposed under item 12, if passed, will allow the Company to terminate the Company’s existing ESOS
prior to its expiry.
(vi) Resolution 14 - Proposed Establishment of a New Employees’ Share Scheme (“Proposed ESS”)
The Ordinary Resolution proposed under item 13, if passed, will allow the Company to establish a new employees’ share scheme
which comprises:
(a) a new ESOS which will entitle the eligible Executive Directors and employees, upon exercise, to subscribe or acquire the
Company’s ordinary shares at a specified future date at a pre-determined price; and
(b) a restricted share grant (“RSG”) which entitles the eligible Executive Directors and employees to receive fully paid-up
ordinary shares in the Company.
(vii) Resolutions 15, 16 and 17 - Proposed Allocation of ESOS Award and RSG Award to Azmi Hashim, Lee Keen Pong and
Shahman Azman
152
The Ordinary Resolutions proposed under items 14, 15 and 16, if passed, will allow the Company to offer and grant to Azmi
Hashim, Lee Keen Pong and Shahman Azman, options to subscribe or acquire the Company’s shares at a specified future date
at a pre-determined price and to receive fully paid-up ordinary shares in the Company under the Company’s employees’ share
scheme.
Further information on the Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading
Nature, Proposed Renewal of Share Buy-Back Authority, Proposed Termination of the Company’s Existing ESOS and Proposed
ESS are set out in the Circular/Statement to Shareholders dated 15 August 2012 which is despatched together with the
Company’s Annual Report 2012.
Appendix I
Proposed Amendments to the Articles of Association of the Company
The proposed alterations, modifications, deletions and/or additions to the Articles of Association of the Company are
as follows:
Article
No.
1.
Existing Articles
Proposed Amendments
Interpretation
Interpretation
No Provision
“Exempt
Authorised
Nominee”
means
an
authorised
nominee
defined
under
the
Central
Depositories
Act which is exempted from compliance with the
provisions of subsection 25A(1) of the Central
Depositories Act.
No Provision
“Share Issuance Scheme” means a scheme
involving a new issuance of shares to employees
and/or Directors.
5(c)
no Director shall participate in a share scheme for
employees unless shareholders in general meeting
have approved the specific allotment to be made to
such Director.
no Director shall participate in a Share Issuance
Scheme unless shareholders in general meeting
have approved the specific allotment to be made
to such Director.
110(a)
Proxy. A proxy may but need not be a member
of the Company and a member may appoint
any person to be his proxy and the provisions of
sections 149(1)(a) and (b) of the Act shall not apply
to the Company.
Proxy. A proxy may but need not be a member
of the Company and a member may appoint any
person to be his proxy and the provisions of sections
149(1)(a) and (b) of the Act shall not apply to the
Company. There shall be no restriction as to the
qualification of the proxy and a proxy appointed
to attend and vote at a meeting of the Company
shall have the same rights as the member to
speak at the meeting.
110(e)
No Provision
Exempt Authorised Nominee. Where a member
of the Company is an Exempt Authorised
Nominee which holds ordinary shares in the
Company for multiple beneficial owners in one
securities account (“omnibus account”), there
is no limit to the number of proxies which the
Exempt Authorised Nominee may appoint in
respect of each omnibus account it holds.
Annual Report 2012
153
This page has been intentionally left blank
Form of Proxy
Amcorp
Properties Berhad
Amcorp
Properties
Berhad (6386-K)
(6386-K)
I/We
NRIC No./Company No.:
of
being a member/members of AMCORP PROPERTIES BERHAD, hereby appoint
of
or failing him/her,
of
or failing him/her, the Chairman of the Meeting as my/our proxy to vote for me/us and on my/our behalf at the
Forty-Sixth Annual General Meeting of the Company to be held at Dewan AmBank Group, 7th Floor, Bangunan AmBank
Group, 55 Jalan Raja Chulan, 50200 Kuala Lumpur on Thursday, 6 September 2012 at 10.30 a.m. and at any adjournment
thereof, in the manner as indicated below:
NO.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
RESOLUTIONS
To declare a final dividend of 6% less 25% income tax for the financial year ended
31 March 2012.
To approve the payment of Directors’ fees.
To re-elect Encik Azmi Hashim as Director.
To re-elect Y. Bhg. Dato’ Che Md Nawawi bin Ismail as Director.
To re-elect Mr. Soo Kim Wai as Director.
To re-elect Y. Bhg. Dato’ Ab. Halim bin Mohyiddin as Director.
To re-appoint Y. Bhg. Tan Sri Dato’ Chen Wing Sum as Director.
To re-appoint Messrs BDO as Auditors of the Company and to authorise the
Directors to fix their remuneration.
Authority to issue shares pursuant to Section 132D of the Companies Act, 1965.
Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a
Revenue or Trading Nature.
Proposed Renewal of Share Buy-Back Authority.
Proposed Amendments to the Articles of Association of the Company.
Proposed Termination of the Company’s Existing ESOS.
Proposed Establishment of a New Employees’ Share Scheme.
Proposed Allocation of ESOS Award and RSG Award to Azmi Hashim.
Proposed Allocation of ESOS Award and RSG Award to Lee Keen Pong.
Proposed Allocation of ESOS Award and RSG Award to Shahman Azman.
FOR
AGAINST
Please indicate with an “X” in the spaces provided above as to how you wish your votes to be cast. In the absence of specific directions,
your proxy will vote or abstain at his/her discretion.
Signed this
day of
2012.
Signature of Shareholder/Common Seal No. of Shares Held
CDS Account No.
Tel no. (During office hours):
Notes:
1. In respect of deposited securities, only members whose names appear in the Record of Depositors as at 29 August 2012 shall be eligible to attend, speak and vote at
the Forty-Sixth Annual General Meeting.
2. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy/proxies to attend, speak and vote in his stead. A proxy may but
need not be a member of the Company and there shall be no restriction as to the qualification of the proxy.
3. A member shall not be entitled to appoint more than two (2) proxies to attend and vote at the Meeting and a member who appoints two (2) proxies shall specify the
proportion of his shareholdings to be represented by each proxy.
4. Where a member is an authorised nominee as defined in the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy but not more
than two (2) proxies in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said account.
5. A member who is an exempt authorised nominee is entitled to appoint multiple proxies for each omnibus account it holds.
6. The instrument appointing a proxy in the case of an individual, shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if the
appointer is a corporation either under its common seal or under the hand of an officer or attorney duly authorised.
7. The instrument appointing a proxy must be completed, signed and deposited at the Registered Office of the Company at Level 7, Menara Milenium, Jalan Damanlela,
Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Malaysia not less than forty-eight (48) hours before the time appointed for holding the Meeting
or any adjournment thereof.
Please fold here
Stamp
The Company Secretary
Jalan Damanlela
Damansara Heights
50490 Kuala Lumpur
Malaysia
Please fold here
www.amcorpproperties.com
Amcorp Propert ies Berhad
(6386-K)
2.01 PJ Tower, 18 Persiaran Barat, 46050 Petaling Jaya, Selangor, Malaysia.
T : +603-7966 2628 F : +603-7966 2629

Annual Report 2012 - Amcorp Properties Berhad

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