Complete Annual Report - Tasek Corporation Berhad

Transcription

TASEK CORPORATION BERHAD
(4698-W)
CONTINUE FOR GROWTH
ANNUAL REPORT 2014
Corporate RESPONSIBILITY
Sponsorship of Anderson School’s Hockey Team
In one of its Corporate Responsibility initiatives, TCB sponsored the Sekolah Menengah Anderson hockey team in Ipoh,
Perak. Sekolah Menengah Anderson (Anderson Secondary School), Ipoh is one of the oldest school in Ipoh that has
demonstrated great achievement in the field of hockey both at state and national level.
TCB’s sponsorship of the hockey team began in 2014 and is over a period of three years until 2016. The sponsorship
includes building a gymnasium, team jerseys, training attire, hockey gear and training expenses.
TCB’s Bursary Programme
Sekolah Kebangsaan Tasek
Sekolah Jenis Kebangsaan
(Tamil) Kampung Simee
Sekolah Jenis Kebangsaan
(Cina) Chung Tack
TCB’s Bursary Programme continued for the third consecutive year and in 2014, 58 students from three schools around
Ipoh received financial assistance from TCB. Since the programme’s introduction in 2011, the Bursary Programme has
succeeded in achieving its objective of providing financial assistance to deserving primary school students to ease their
financial burden while pursuing their primary education.
Contents
2
Corporate Profile
3
Financial Highlights
4 Directors’ Profile
6 Chairman’s Statement
8 5-Year Financial Summary
10 Board Audit and Risk Management Committee’s Report
12 Statement on Risk Management and Internal Control
15 Statement on Corporate Governance
21 Financial Statements
91 List of Properties Held
94 Analysis of Shareholdings
99 Notice of 54 th Annual General Meeting
103 Statement Accompanying Notice of the 54 th
Annual General Meeting
Proxy Form
2
(4698-W)
Corporate Profile
BOARD OF DIRECTORS
•
•
•
•
•
Kwek Leng Peck (Chairman)
Ting Sii Tien @ Yao Sik Tien
Dato’ Chong Pah Aung
Lim Eng Khoon
Tan Sri Ir (Dr) Mohamed Al Amin Bin Abdul Majid
BOARD AUDIT AND RISK MANAGEMENT COMMITTEE
CORPORATE OFFICE AND REGISTERED OFFICE
• Lim Eng Khoon (Chairman)
• Dato’ Chong Pah Aung
• Kwek Leng Peck
6 th Floor, Office Block
Grand Millennium Kuala Lumpur
160, Jalan Bukit Bintang
55100 Kuala Lumpur, Malaysia
Tel : 603-2144 6868
Fax : 603-2144 6828
Email : [email protected]
Website : www.tasekcement.com
REMUNERATION AND NOMINATION COMMITTEE
• Kwek Leng Peck (Chairman)
• Dato’ Chong Pah Aung
• Lim Eng Khoon
COMPANY SECRETARIES
• Chow Poh Jin
• Go Hooi Koon
AUDITORS
Ernst & Young
DOMICILE AND LEGAL FORM
Domiciled in Malaysia as a public
limited liability company and
listed on the Main Market of
Bursa Malaysia Securities Berhad
REGISTRAR
Hong Leong Share Registration Services Sdn Bhd
Level 5, Wisma Hong Leong
18, Jalan Perak
50450 Kuala Lumpur, Malaysia
Tel : 603-2164 1818
Fax : 603-2164 3703
PLANT
Persiaran Tasek
Tasek Industrial Estate
31400 Ipoh
Perak, Malaysia
Tel : 605-291 1011
Fax : 605-291 9932
DISTRIBUTION TERMINAL
Lot 1552 Kg Jaya Industrial Area
Off Jalan Hospital
47000 Sungai Buloh
Selangor, Malaysia
Tel : 603-6156 6818
Fax : 603-6156 6828
Annual Report 2014
FINANCIAL HIGHLIGHTS
Year EndedYear Ended
31.12.2014
31.12.2013
%
RM’000RM’000Change
FINANCIAL DATA
Revenue
656,061 577,009 13.7
Profit before Taxation 136,322 121,044 12.6
Net Assets
785,323 898,960 -12.6
Total Assets
925,002 1,015,742 -8.9
Capital Expenditure
34,376 33,187 3.6
Depreciation and Amortisation
45,613 44,533 2.4
Profit before Taxation as a percentage of Revenue
20.8%
21.0%
-0.9
Net Return on Capital Employed
13.4%
10.4%
28.1
Earnings per Share (sen)
86.46
77.29
11.9
Total Dividends (incl. Preference Dividend)
218,680 147,718 48.0
Dividend Rate (excl. Preference Dividend)
180.0%
152.0%
18.4
Net Asset per ShareRM6.34RM7.25
-12.6
FINANCIAL CALENDAR
Financial Year End 31 December
Announcement of 1st Quarter Results 29 April 2014
Announcement of 2nd Quarter Results 5 August 2014
Announcement of 3rd Quarter Results
4 November 2014
Announcement of 4th Quarter Results
17 February 2015
Issue of Annual Report for the Year Ended 31.12.2014
6 April 2015
Annual General Meeting 28 April 2015
Closing of Record of Depositors for Final and Special Dividend 15 May 2015
Date Payable of Final and Special Dividend 29 May 2015
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Directors’ Profile
for Tasek’s Annual Report 2014
KWEK LENG PECK
(Age 58, Singaporean)
Chairman, Non-Executive
Mr. Kwek joined the Board on 4 June 1984 and is
Chairman of the Board of Directors since 28 April
2009. He is also Chairman of the Remuneration and
Nomination Committee and was recently appointed as
a member of the Board Audit and Risk Management
Committee.
Mr. Kwek holds directorships in City Developments
Ltd, Hong Leong Asia Ltd, Hong Leong Finance
Ltd, Millennium & Copthorne Hotels plc, and China
Yuchai International Ltd, which are all listed in other
jurisdictions.
Mr. Kwek attended all the four Board Meetings held
during the financial year.
TING SII TIEN @ YAO SIK TIEN
(Age 60, Malaysian)
Executive Director / Group Chief Executive Officer
DATO’ CHONG PAH AUNG
(Age 60, Malaysian)
Director, Independent
Mr. Ting joined the Board as a non-executive director
of the Company on 10 June 2005. He was redesignated as Executive Director on 18 November
2010 and later assumed the position of Acting Group
Chief Executive Officer of Tasek Corporation Berhad
on 7 January 2011. Subsequently on 28 July 2011, he
was re-designated as Executive Director/Group Chief
Executive Officer.
Dato’ Chong joined the Board as an independent
director on 28 April 2009. He is a member of the
Board Audit and Risk Management Committee and
a member of the Remuneration and Nomination
Committee.
A Chartered Accountant by profession and training, he
is an associate member of the Institute of Chartered
Accountants in England and Wales. He is also Director
and Chief Executive Officer of Hong Leong Asia Ltd
and the Group General Manager of Hong Leong
Corporation Holdings Pte Ltd. He was previously the
Group Chief Financial Officer of Hong Leong Asia Ltd.
Mr. Ting has more than 30 years of experience as a
financial controller in various companies including
Deutsche Bank AG (Singapore) and Bank of Montreal,
Singapore.
Mr. Ting has direct interest of 0.04% or 51,200 ordinary
shares in the Company.
Mr. Ting holds directorships in several companies
within the Singapore Exchange listed Hong Leong
Asia Ltd Group.
Mr. Ting attended all the four Board Meetings held
He holds a Bachelor of Science degree in Estate
Management and is a Fellow of The Royal Institution
of Chartered Surveyors (FRICS) and The Royal
Institution of Surveyors Malaysia (FRISM). He is also
a Registered Valuer and Estate Agent.
Dato’ Chong joined C H Williams Talhar & Wong in
1981 and was appointed as Partner and Director
in June 1989. He was subsequently appointed as
Senior Executive Director in January 2004 until his
retirement in April 2009 but remained as Consultant
for C H Williams Talhar & Wong Sdn Bhd until 2
May 2012. Currently, he is the Managing Director of
Compass Real Estate Sdn Bhd and Compass Property
Management Sdn Bhd.
Dato’ Chong also sits on the Board as an independent
director of Malaysian Resources Corporation Berhad
which is listed on Bursa Malaysia.
Dato’ Chong attended all the four Board Meetings held
Annual Report 2014
Directors’ Profile
for Tasek’s Annual Report 2014
(cont’d)
LIM ENG KHOON
(Age 72, Malaysian)
Mr. Lim joined the Board as an independent director
on 13 December 2010. He is Chairman of the Board
Audit and Risk Management Committee and a member
of the Remuneration and Nomination Committee.
Mr. Lim is a Fellow of The Institute of Chartered
Accountants in Australia with many years’ experience
in the public accounting sector and in commerce and
industry, including managerial positions in KPMG
Peat Marwick, Cycle & Carriage Bintang Berhad and
Executive Director of Tasek Corporation Berhad.
He also served as Council Member of The Malaysian
Institute of Certified Public Accountants from 1979 to
1982.
Mr. Lim does not hold any directorship in public listed
companies.
Mr. Lim attended all the four Board Meetings held
TAN SRI IR (DR)
MOHAMED AL AMIN BIN ABDUL MAJID, JP
(Age 59, Malaysian)
Tan Sri Ir (Dr) Mohamed Al Amin joined the Board as
an independent director on 17 February 2015. He is a
professional engineer and a Corporate Member of the
Institute of Engineers Malaysia. He qualified with a
Diploma in Technology from Oxford College of Further
Education and holds a degree in Bachelor of Science
in Civil Engineering from the University of Aston,
Birmingham, United Kingdom from which he was also
conferred an honorary Degree of Doctor of Science
Honoris Causa.
He is Chairman of SME Corporation Malaysia, an
important government agency in the development
and enhancement of small and medium enterprises in
Malaysia under the Ministry of International Trade and
Industry since October 2006. Tan Sri Al Amin has been
appointed by the Prime Minister as Council Member of
National Information Technology Council of Malaysia,
an organization that strategically manages ICT in the
interest of the nation since October 2010. He sits
as Council Member on The Outward Bound Trust
of Malaysia, the Malaysia China Business Council
(ASLI) and is the Deputy President of Badminton
Association of Malaysia (BAM) and President of the
Perak Badminton Association. Tan Sri Al Amin is also
Chairman of MCIS Insurance Berhad.
He is Executive Chairman of Country View Berhad
and Nylex (Malaysia) Berhad and is a non-executive
director of Ancom Berhad, all of which are listed on
Bursa Malaysia.
Note:
Except as otherwise stated in the individual Directors’ Profile, none of the Directors have interest in the
securities of Tasek Corporation Berhad or its subsidiaries nor have any family relationship with any
director and/or major shareholder of the Company and have no conflict of interest with the Company and
no convictions for offences (excluding traffic offences) the past 10 years.
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CHAIRMAN’S STATEMENT
On behalf of the Board of Directors, I am pleased to present
the Annual Report and Audited Financial Statements of Tasek
Corporation Berhad and its Group for the financial year ended
31 December 2014.
OVERVIEW OF THE INDUSTRY
Domestic consumption of cement in Peninsular
Malaysia is predominantly dependent on activities
in the construction sector, in particular the public
infrastructural sector whose growth is correlated to
development expenditure by the government. The
financial year of 2014 was challenging despite increase
in demand for cement in the domestic market arising
from the continued progress from the implementation
of major infrastructure and development projects
by the government, such as the MY Rapid Transit
(MRT) system and Light Rail Transit (LRT) line
extensions, and partly due to the increased pace of
construction activities in the private sector ahead
of the implementation of the goods and services
tax in April 2015. Although the demand for cement
was favourable, the increase in transport costs and
in electricity tariffs over the years, the last increase
in January 2014 when the tariff was raised by up to
16%, has significantly added to higher production and
operational costs of cement. Intense price competition
was also prevalent during the third and fourth quarters
of the year which affected margins.
Since 2012, construction growth has outperformed the
overall gross domestic product and such growth trend
is expected to continue for 2015. The catalysts for
the growth would come in the form of the unveiling of
the 11th Malaysia Plan (11MP 2016 to 2020) expected
in May 2015, the expected rolled out of key mega
projects such as the MRT Line 2, the LRT Line 3 and
the Warisan Merdeka Tower project, and the tendered
portion of the West Coast Expressway, the Sungai BesiUlu Kelang Elevated Expressway and the DamansaraShah Alam Highway. However, the concerns are
the drop in oil prices and its weakening effect on
the Malaysian Ringgit which will have a bearing on
development expenditure by the government. If oil
prices continue to fall further, the government may
cut its expenditure on development which will affect
economic growth, in particular the construction sector.
In the private sector, the property market is expected
to moderate for 2015 as construction activities may be
affected against a backdrop of the cooling residential
and property market due to the tight fiscal policies on
mortgage lending and the soon-to-be implemented
goods and services tax. The risks the industry may
face in 2015 would be delays in the implementation
of the key mega projects by the government that
may affect the demand for consumption of cement,
increases in energy costs, in particular coal and
electricity, and intense price competition among
manufacturers.
FINANCIAL PERFORMANCE
The financial year ended 31 December 2014
(Financial Year) marked an improved performance in
both revenue and profit attributable to shareholders
in spite of the challenging environment of cost
increases and intense price competition. For the
Financial Year, revenue rose 13.7% to RM656.061
million with an 11.9% increase in profit attributable
to shareholders to RM105.043 million in comparison
with the previous year’s revenue of RM577.009 million
and profit attributable to shareholders of RM93.903
million. Improved production volume, increase in
sales volume and continued cost-reduction efforts
resulted in the improved performance in both sales
revenue and profit. Earnings per share continue to
increase to 86.46 sen from 77.29 sen the previous
year. Net operating cash flow for the Financial Year
was RM141.066 million compared with RM103.605
million previously. The improved performance was
mainly due to strong demand for cement in the
domestic market for the first half of the Financial Year,
higher sales revenue and better pricing. However,
during the third and fourth quarters, despite higher
net revenues, profit was lower than the corresponding
quarters of previous year due to lower margins arising
from intense price competition in the domestic market
for cement. The concrete segment recorded higher
operating profit of RM673,000 for the Financial Year
compared with a loss of RM361,000 the previous year.
The improvement in the concrete segment was mainly
due to improved contribution in margins from better
pricing. Share of profit from the associated company
declined to RM13.9 million from the previous year of
RM15.2 million arising from higher production costs
experienced by the associated company.
Annual Report 2014
CHAIRMAN’S STATEMENT
(cont’d)
DIVIDENDS
During the Financial Year, the Company paid a final
dividend of 30 sen per share and a special dividend
of 60 sen per share for the financial year ended 31
December 2013 to holders of ordinary shares and
to holders of preference shares that were approved
by shareholders. In addition, the Company paid an
interim dividend of 40 sen per share in the third quarter
of the Financial Year and another interim dividend of
50 sen per share in the fourth quarter commemorating
the Company’s 50 th anniversary.
For the financial year ended 31 December 2014,
the Board has recommended a final dividend of 30
sen per share and a special dividend of 50 sen per
share to holders of ordinary shares and to holders of
preference shares. Subject to shareholders’ approval
at the forthcoming Annual General Meeting of the
Company, such dividend will be payable on 29 May
2015.
CHALLENGES AND PROSPECTS
The Board is cautiously conservative of its outlook
for the year 2015.
Bank Negara Malaysia’s
announcement of 6% GDP growth achieved for 2014
augurs well for the nation. The government has
projected a GDP growth rate of 4.5% to 5.5% for 2015
despite the uncertainties faced by the international
economy. Moving forward, the Company and its
Group will find 2015 another challenging year. We
expect to see continued growth in the construction
sector and consumption of cement fuelled by remnant
mega projects under the 10 th Malaysia Plan and
Economic Transformation Programme, and the key
mega projects of MRT Line 2, LRT Line 3, the Warisan
Merdeka Tower project and the tendered portions of
the various expressways and highways. Although the
demand prospects for cement consumption remains
favourable for 2015, the Board and Management are
constantly focused on cost-reduction measures to
improve margins in the arena of price competition,
increasing costs of raw materials, transportation and
energy. The Group will continue with its programme
of cost effectiveness to further improve processes and
cost of production. However, these improvements
reflect our focus on the variables we actually control,
as opposed to macro developments that we cannot
influence or control. Nonetheless, the Group’s strong
balance sheet and financial strength, both of which
are critical to the Group’s future, will see the Group
through any unforeseen crisis. The Board has set
ambitious goals for Management for 2015, but the
Board is confident that the work to be done to intensify
customer focus and improve the quality of our products
and services will ensure profitability for the Company
and Group. The 14th Collective Agreement with
the Cement Industry Employees Union (Peninsula
Malaysia) has been concluded and signed in the third
quarter of the Financial Year. Relationship between
the Union and the Management are good and cordial
with shared understanding and cooperation towards
achieving the Company’s goals and objectives.
SUSTAINABILITY
The Company’s commitment to sustainability remains
a significant part of its corporate responsibility.
Sustainability also means reinforcing our commitment
to employee safety and health, and expanding
engagement with the surrounding community.
Continuing company-wide effort to improve workplace
and community safety is a core commitment and an
ongoing challenge and Management is tasked with
identifying and reducing any safety risks associated
with operations by reinforcing safe behaviour and
health among the employees and strengthening
accountability for safe behaviour. As part of community
investment and sustainability, we continue to sponsor
the Bursary Programme, now in its third year for
primary school students in selected schools within
Ipoh, Perak for deserving students and the sponsorship
of the school hockey team of Sekolah Menengah
Anderson in Ipoh, Perak. The Company has in place
an undergraduate scholarship programme providing
financial aid to students enrolled in undergraduate
engineering courses. It continues to maintain its
various certifications for environmental management
system, occupational health and safety management
system, testing and calibration laboratories system.
CHANGES IN BOARD OF DIRECTORS
The Board of Directors noted with sadness the
passing of our Non-executive Director, Mr. Kwek Kon
Chun on 9 November 2014 and extends our deepest
condolences to his family.
The Board also welcome the appointment of Tan
Sri Ir (Dr) Mohamed Al Amin bin Abdul Majid as an
independent director on 17 February 2015 and look
forward to his contributions to the Board and to the
Company.
ACKNOWLEDGEMENT
We will endeavour to continue to deliver significant,
positive results for our shareholders, our employees,
Union members, distributors, customers, suppliers,
transporters and other stakeholders and on behalf of
the Board of Directors and Management, I thank all of
you for your continuing support to the Company and
the Group.
KWEK LENG PECK
Chairman
17 February 2015.
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5 - YEAR FINANCIAL SUMMARY
Year endedYear endedYear endedYear endedYear ended
31.12.2014
31.12.2013
31.12.2012
31.12.2011
31.12.2010
RM’000RM’000RM’000RM’000RM’000
Share Capital
123,956 123,956 123,956 123,956 123,956
Reserves 661,367 775,004 828,819 857,896 847,809
Shareholders’ Funds
Provision for restoration costs
Deferred Taxation Liabilities
Property, Plant & Equipment
Intangibles
Prepaid Lease Payments
Investments in Associates Investments in Joint Venture
Other Receivables
Total Non-Current Assets
785,323 898,960 952,775 981,852 971,765
874 29,595 534 32,443 1,044 34,085 998 34,940 908
28,516
815,792 931,937 987,904 1,017,790 1,001,189
306,688
1,181
12
110,390
1
3,266
319,251
1,156
17
105,457
2,879
334,481
1,352
22
95,489
-
348,886
1,254
27
90,793
55
1,072
350,861
898
32
78,097
6
-
421,538 428,760 431,344 442,087 429,894
Current Assets
Current Liabilities
503,464 (109,210)
586,982 (83,805)
632,780 (76,220)
669,218 (93,515)
639,361
(68,066)
Net Current Assets
394,254 503,177 556,560 575,703 571,295
Total Net Assets
815,792 931,937 987,904 1,017,790 Revenue
656,061 577,009 564,540 566,185
Profit before Tax 136,322 121,044 119,319 132,291
Retained Profits 432,309 545,946 599,761 608,205
1,001,189
Total Dividends
218,680 147,718 100,331 93,071
553,038
178,053
586,919
41,695
Annual Report 2014
5 - YEAR FINANCIAL SUMMARY
(cont’d)
REVENUE & PROFIT BEFORE TAX
(RM MILLION)
EARNINGS & DIVIDEND PER SHARE
(SEN)
700
656
600
566
553
180.0
170.0
577
565
200.0
152.0
500
150.0
400
120.0
300
90.0
96.6
110.0
100.0
86.5
83.2
75.5
200
60.0
178
132
2010
2011
136
121
119
100
0
77.3
2012
Profit Before Tax
2013
30.0
30.0
0
2014
Revenue
2010
2011
2012
Dividend Per Share
TOTAL ASSETS & SHAREHOLDERS’ FUND
(RM MILLION)
2013
2014
Earnings Per Share
CAPITAL EXPENDITURE,
DEPRECIATION & AMORTISATION
(RM MILLION)
50.0
1,200
1,000
45.0
972
1,069
982
1,111
1,064
953
1,016
925
890
800
40.0
35.0
785
42.7
43.5
30.6
25.0
400
20.0
45.6
44.5
43.0
35.4
30.0
600
33.2
34.4
15.0
200
0
43.2
10.0
2010
2011
2012
Shareholders’ Fund
2013
2014
Total Assets
5.0
0
2010
2011
Capital Expenditure
2012
2013
2014
Depreciation & Amortisation
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BOARD AUDIT AND
RISK MANAGEMENT COMMITTEE’S REPORT
The Board Audit and Risk Management Committee of Tasek Corporation Berhad (“Committee”) comprises two
Independent Directors as at 31 December 2014. The members of the Committee during the financial year are as
follows:
1)
Mr. Lim Eng Khoon
(Chairman, Independent Director)
2)
(Independent Director)
3)
Mr. Kwek Kon Chun
(Non Independent, Non-Executive Director)
(Demised, 9 November 2014)
The Terms of Reference of the Committee are:
I.The Committee shall consist of at least three Directors, the majority of whom shall be independent. The
Chairman of the Committee shall be an independent Director. No alternate director shall be appointed
as a member of the Committee. All members shall be non-executive Directors. The composition of the
Committee shall fulfil the requirements of the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad as from time to time amended. The Committee shall meet at least four times a year
and any two independent Directors present at a meeting shall form a quorum. The Company Secretary
shall be the Secretary to the Committee.
II.The duties of the Committee shall include the following:
(a)To nominate and recommend for the approval of the Board, a person or persons as independent
external auditor(s) and to review the audit fees and any question of resignation or dismissal.
(b)To review and monitor the suitability and independence of external auditors, in particular the
provision of non-audit services by the external auditors to the Company.
(c)To discuss with the independent external auditor before the audit commences, the nature and scope
of the audit and audit plan.
(d)To review the quarterly and year-end financial statements of the Company, focusing particularly on:•Any change in or implementation of major accounting policies and practices;
•
Significant adjustments arising from the audit, changes and unusual events;
•The going concern assumption; and
•
Compliance with accounting standards and other legal requirements.
(e)To review, with the independent external auditors, the audit report and audit findings, the evaluation
of the system of risk management and internal controls, management letter and management’s
response thereto.
(f)To review the assistance given by the employees of the Company to the independent external
auditors.
(g)To do the following in respect of the Company’s internal audit function:•Review the functions and resources of the internal audit function, and that it has the necessary
authority to carry out its work;
•Review the annual audit plan to ensure adequacy of the scope, taking into consideration the
assessment of the key internal control risk areas;
•Review the internal audit programme and results of the internal audit process and, where
necessary, ensure that appropriate actions are taken on the recommendations of the internal
audit function;
•Review the report and findings of the internal audit department including any major findings of
internal investigations and the management’s response thereto;
Annual Report 2014
BOARD AUDIT AND
RISK MANAGEMENT COMMITTEE’S REPORT
(cont’d)
•Review any appraisal or assessment of the performance of members of the internal audit
function;
•Approve any appointment or termination of senior staff members of the internal audit function;
and
•Take cognisance of resignations of internal audit staff members and provide the resigning staff
member an opportunity to submit his/her reasons for resigning.
(h)To review any related party transaction and conflict-of-interest situation that may arise within the
Company or Group.
(i)To review the Statement on Corporate Governance, Report of Board Audit and Risk Management
Committee and Statement on Risk Management and Internal Control, and recommend to the Board
for consideration and approval for inclusion in the annual report.
(j)Other functions as may be agreed to by the Committee and Board of Directors.
(k)To do the following in respect of the Company’s Risk Management function:•Oversee and monitor the implementation of the Risk Management framework and activities
adopted by the Company;
•Evaluate and recommend to the Board on risk management policies and strategies proposed
by the management; and
•Review and report to the Board on measures taken to identify and examine principal risks
faced by the Company and to implement appropriate systems and internal controls to manage
these risks.
III.The Committee shall have explicit authority to investigate any matter within its terms of reference; the
resources which it needs to do so and full access to information. The Committee should be able to obtain
independent legal or other external professional advice if it considers necessary.
IV.After each meeting, the Committee shall report and update the Board of Directors on significant issues
and concerns discussed during the meeting and where appropriate, make necessary recommendations
to the Board.
During the financial year ended 31 December 2014, the Committee held four meetings. Details on the attendance
of the meetings by Members of the Committee were as follows:
Members
1)
2)
3)
Total
Mr. Lim Eng Khoon
Mr. Kwek Kon Chun (Demised, 9 November 2014)
4/4
4/4
3/4
The Committee has carried out its duties as set out in its Terms of Reference during the financial year ended 31
December 2014. The adequacy of the Company’s existing risk management framework, system of internal controls
and compliance with the Malaysian Code on Corporate Governance was discussed. The Committee also met with
the Company’s independent external auditors twice during the financial year without the presence of the executive
management.
The Internal Audit Department which is performed in-house reports to the Committee and conducts regular audits
on the internal controls, operations and processes with follow-up audits at the end of every quarter during the
financial year. Other main activities performed by Internal Audit Department were review and monitoring of the
Company’s risk management framework and corporate governance. Reports were issued to the Committee on a
timely basis for appraisal at Committee’s meetings. The cost incurred for the in-house internal audit function in
respect of the financial year ended 31 December 2014 was RM453,706.
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STATEMENT ON RISK MANAGEMENT
AND INTERNAL CONTROL
Introduction
Risk Management Framework
The Malaysian Code on Corporate Governance
requires the Board of Directors to establish a sound
risk management framework and internal controls
system to safeguard shareholders’ investments and
the Group’s assets. In accordance with paragraph
15.26 (b) of the Main Market Listing Requirements of
Bursa Malaysia Securities Berhad (‘Bursa Malaysia’),
the Board of Directors of a listed issuer is required
to include in its annual report, a statement about
the state of internal control of the listed issuer as a
group. The Board of Directors (‘Board’) recognises
its responsibilities for and the importance of a
sound system of risk management and internal
controls. Set out below is the Board’s Statement on
Risk Management and Internal Control, prepared in
accordance with the Statement on Risk Management
and Internal Control: Guidelines for Directors of Listed
Issuers (“Guidelines”) endorsed by Bursa Malaysia,
which provides an overview of the Group’s state of
risk management and internal control system.
Recommendation 6.1 of Principle 6 in the Malaysian
Code on Corporate Governance 2012 states that
the Board should establish a sound framework to
manage risks. The Board, in fulfilling its stewardship
responsibilities, has established an organisation
structure with clearly defined lines of accountability
and delegated authority.
•
Formulation of the Risk Management Policy,
which outlines the risk management framework
for the Group and offers practical guidance to all
employees on risk management issues;
Board’s Responsibility
•
A database of all risks and controls had been
formed, and the information organised to produce
detailed risk registers for the major business
units, that have been categorised into strategic,
operations, financial and knowledge risks;
•
Key risks to each of the Group’s business unit’s
objectives, aligned with the Group’s strategic
objectives, had been identified and assessed for
likelihood of the risks occurring and the magnitude
of impact using a self-assessment approach;
•
Management’s risk assessments had been
moderated
and
re-confirmed;
with
the
corresponding action plans for the significant risks
prepared by the key members of Management to
address those risks;
•
A risk profile of the Group had been developed,
which together with a summary of the key
findings and corresponding action plans, were
presented and discussed in the Board Audit and
Risk Management Committee before submitting
to the Board for consideration;
•
Quarterly risk management reports were updated
and submitted to the Enterprise Risk Management
Committee before being tabled to the Board Audit
and Risk Management Committee and ultimately
the Board for consideration; and
•
The processes adopted to monitor and review
the adequacy and integrity of the system of
risk management and internal controls are
continuously reviewed and improved upon by the
Board Audit and Risk Management Committee.
The Board has ultimate responsibility for the Group’s
system of risk management and internal controls, its
adequacy and effectiveness. Overall, the Board has
established a risk management framework with the
objective of setting clear guidelines in relation to the
levels of risk acceptable to the Group. The system
of risk management and internal controls is designed
to meet the Group’s objectives and strategies, and
the risks to which it is exposed. This system covers
the risk areas on financial, operational, compliance
and information technology, and controls put in place
to manage the risks. It should be appreciated that,
however effective a system is, it can only provide
reasonable, not absolute, assurance against material
misstatement, loss or irregularities. It should be
further noted that such a system is designed to
manage, rather than eliminate, the risks of failure to
achieve its business objectives and strategies.
The Group has in place an ongoing process for
identifying, evaluating, managing and monitoring
the significant risks affecting the achievement of its
business objectives and strategies for the year under
review and up to the date of approval of this statement
for inclusion in the annual report. This process is
ongoing with monthly review by Enterprise Risk
Management Committee and internal audit function
with the Management, the results of such reviews and
the relevant actions arising are reported on a quarterly
basis to the Board Audit and Risk Management
Committee.
With the assistance of the Internal Audit Department,
the Board undertook reviews of its existing risk
management processes and key components of its
internal controls that were in place within the various
operating business units, to ensure effectiveness of
the risk management functions and controls.
The Group took the following initiatives:
Annual Report 2014
(cont’d)
Internal Audit Function
The Group has its own internal audit function, which
is independent of the activities it audits. The internal
audit function submits reports to the Board Audit and
Risk Management Committee on a quarterly basis
and provides the Board with much of the assurance
it requires regarding the adequacy and integrity of the
system of risk management and internal controls.
The Internal Audit Department develops risk-based
audit plans to determine the priorities of the internal
audit activities, consistent with the Group’s objectives
and strategies. The Board Audit and Risk Management
Committee reviews and approves the internal audit
plans on an annual basis.
Internal Audit Department independently reviews the
internal controls in the key activities of the Group’s
businesses implemented by the Management,
ascertains the extent of compliance with established
policies,
procedures
and
relevant
statutory
requirements, recommends improvements to the
system of internal controls, and conducts followup reviews on previous audit reports to ensure that
appropriate actions are taken to address issues
reported.
Other risks and control processes
Apart from risk management and internal audit, the
other key elements of the Group’s internal control
system are as follows:
•
An organisational structure with clearly defined
lines of responsibility and the appropriate
levels of delegation to Committees of the
Board and to Management that promotes
accountability for appropriate risk management
and control procedures.
The procedures
include the establishment of authority limits for
all aspects of the business, which is subject
to periodic review throughout the year as to
their implementation and for their continuing
suitability;
•
Code of Ethics and Conduct to all directors,
officers and staff, and a Whistleblowing Policy
to facilitate disclosure of any improper conduct
within the Group.
•
Regular internal audit reviews to monitor
compliance with procedures and assess the
integrity of financial information provided;
•
Regular and comprehensive information
provided to Management, covering financial
performance and key business indicators,
such as sales, production volumes, staff
turnover and cash flow performance etc.;
•
Regular internal quality inspection to monitor
compliance with ISO and OHSAS requirements;
•
A detailed budgeting process, whereby
operating units prepare budgets for the
coming year which are then approved both at
the operating unit level and by the Board;
•
Monthly monitoring of results against budget,
with major variances being followed up and
Management action taken, where necessary;
and
•
Regular visits to operating units by the
Executive Director and key members of
Management.
Adequacy and effectiveness of risk
management and internal control system
The Board has reviewed the effectiveness of the
Group’s risk management and internal control system
for the year under review and up to the date of approval
of this statement for inclusion in the annual report.
The Board is satisfied with the Group’s ongoing process
for identifying, evaluating, managing and monitoring
the risks of the business, including the scope and
frequency of reports on both risk management and
internal control that were received and reviewed during
the year by the Board Audit and Risk Management
Committee and the Board, important risk and control
matters discussed and associated actions taken by
Management.
The review was also extended to its significant
subsidiary and associated companies.
Based on the framework established and the reviews
conducted, the Board is of the opinion, with the
concurrence of the Board Audit and Risk Management
Committee, that there are sound and sufficient controls
in place within the Group addressing material financial,
operational, compliance and information technology
risks to meet the business objectives and strategies
of the Group in its current business environment.
13
14
(4698-W)
(cont’d)
No weaknesses in internal control that have resulted
in any material losses, contingencies or uncertainties
that would require disclosure in the Group’s annual
report were noted.
The Board has received assurance from the Group
Chief Executive Officer and Chief Financial Officer
that the Group’s risk management and internal control
system is operating adequately and effectively in all
material aspects, based on the risk management
model adopted by the Group. The Management will
continue to review and take measures to ensure the
ongoing effectiveness and adequacy of the system
of risk management and internal controls, so as to
safeguard shareholders’ investments and the Group’s
assets.
Review of the statement by external
auditors
As required by paragraph 15.23 of the Main Market
Listing Requirements of Bursa Malaysia, the external
auditors, Messrs Ernst & Young, have reviewed this
Statement on Risk Management and Internal Control
in accordance with the Recommended Practice Guide
5 (Revised) issued by the Malaysian Institute of
Accountants, for inclusion in the Annual Report for the
financial year ended 31 December 2014 and reported
to the Board that nothing has come to their attention
that causes them to believe that the Statement is
inconsistent with their understanding of the process
the Board has adopted in the review of the adequacy
and effectiveness of risk management and internal
controls within the Group.
This Statement on Risk Management and Internal
Control is made in accordance with the resolution of
the Board of Directors dated 17 February 2015.
Annual Report 2014
STATEMENT ON
CORPORATE GOVERNANCE
This statement outlines the Company’s corporate governance during the financial year ended 31 st December, 2014
(“Financial Year”) and how the Company applies the principles and the extent of the Company’s compliance with the
recommendations by reference to the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”). The Board
of Directors of the Company (“Board”) is committed to good corporate governance, transparency, accountability
and risk management for long term performance and sustainability of the Company, and to realise long term
shareholder value while taking into account the interests of other stakeholders.
THE BOARD OF DIRECTORS
The Board is collectively responsible for the long term success of the Company. Its role is essentially to provide
leadership, to oversee management and to ensure that the Company provides its shareholders and stakeholders
with a balanced and understandable assessment of the Company’s current position and prospects for long term
shareholder value and stakeholders’ interests. The Board also centres its governance of the Company on the core
values of integrity, accountability and ownership, teamwork, customer focus, embrace change and innovation.
The Board provides leadership and strategic direction, which involves working with management to set corporate
values and to develop strategy including deciding which risks it is prepared to take in pursuing its strategic objectives
for the Company within the framework of internal controls. The Board is headed and lead by the Chairman while the
Executive Director/Group Chief Executive Officer has a dual role to play as a member of the Board and as a leader
of the executive management team with delegated responsibility from the Board for management of the Company
and Group and its respective operations.
A clear division of responsibility exists between the Chairman, who is non-executive, and the Executive Director/
Group Chief Executive Officer. The Chairman’s primary responsibility is to lead the Board, to ensure it has a
common purpose, is effective and productive as a group and at individual director level and that the Board upholds
and promotes high standards of integrity, probity and corporate governance. He is also responsible for ensuring
that the Board is the link in the chain of authority between the shareholders and the Executive Director/Group Chief
Executive Officer and that the shareholders’ interests are safeguarded and there is effective communication with
them, and ensuring that members of the Board develop and maintain an understanding of the views of shareholders.
The Executive Director/Group Chief Executive Officer has day-to-day management responsibility for the overall
performance and operation of the Company and its Group. He provides leadership to the executive management
team to enable the successful planning and execution of the objectives and strategies agreed and set by the Board.
In executing his responsibilities, the Executive Director/Group Chief Executive Officer is supported by the Group
Chief Operations Officer/Chief Financial Officer and the Company Secretary, who, together with the Executive
Director/Group Chief Executive Officer, are responsible for ensuring that high quality information is provided to the
Board on the Company and Group’s financial and strategic performance.
The Board’s responsibilities, among others, include:•Adoption of strategic plans and giving strategic direction to the Company.
•Retaining full and effective control over the Company, appoints the executive director and/or group chief
executive officer and ensuring planned succession of senior management.
•
Monitoring management in implementing board plans and strategies.
•
Monitoring operational performance of the Company.
•Ensuring preparation and integrity of the annual financial statements and all related information.
•
Determining of policies and processes to ensure the integrity of the Company’s risk management and
internal control procedures.
•
Implementing proper systems of internal control which are designed to provide reasonable but not
absolute assurance as to the reliability of the financial statements
•Assessing the Board’s composition to consider whether its size, diversity and demographics make it
effective.
•
Director selection, orientation and evaluation.
•
Defining and monitoring information needs of the Board.
•Ensuring the Board is supported by a suitably qualified and competent company secretary.
•
Delegating any of its responsibilities to committees of the Board.
15
16
(4698-W)
STATEMENT ON
(cont’d)
The Board may amend its charter which is subject to annual review by the Board. The charter is available for
viewing on the Company’s website. To sustain good corporate governance, the Board has in place a code of
ethics and conduct and a whistleblowing policy. The Company’s Code of Ethics and Conduct (“Code”) applies to all
Directors, management and staff of the Company and its Group. The Whistleblowing Policy complements the Code,
both of which are available on the Company’s website.
As at the end of the Financial Year, the Board’s composition includes the Chairman as a non-executive director,
an executive director and two independent directors. The number of independent directors on the Board makes
up more than the required one-third of board membership to be independent. The Company is a 74.28% owned
subsidiary of HL Cement (Malaysia) Sdn Bhd which is indirectly wholly-owned by Hong Leong Asia Ltd. As a
member of the Hong Leong Asia Ltd Group, the Board operates with a balanced mix of non-executive, executive
and independent directors representing the interest of the significant shareholder. Being a nominee director of the
holding company, the Chairman is non-independent and non-executive. The Board considers all of its independent
directors as independent in that they are free from any business or other relationships which could materially
interfere with or appear to affect the exercise of their judgement and have not previously been involved or served
in the management of the Company and/or its Group within the prescribed period under the criteria for independent
directors. The requirement of independence of the Company’s independent directors satisfies the independence
criteria and other applicable requirements prescribed by the Main Market Listing Requirements. As at the date of
the Annual Report, all the independent directors have served the Company for less than nine years. Under the
Company’s articles of association, all directors are required to retire by rotation once every three years and to
submit themselves for re-election at annual general meetings. The directors to retire in each year are the directors
who have been the longest in office since their appointment, last election or re-election as the case may be. The
Board in carrying out its roles and responsibilities is supported by a company secretary who is qualified and
competent with many years of experience in a listed environment.
All newly appointed directors are required to undergo the Mandatory Accreditation Programme prescribed and
conducted by Bursa Malaysia Securities Berhad. On joining the Board, the directors will receive an induction or
orientation covering the Company and its Group’s businesses, given plant tours and on-site briefings and updated
on such matters on a continuing basis. The Directors are encouraged to attend appropriate external continuing
programmes, seminars, forums or talks or any other courses which they feel relevant, the costs of which will
be borne or reimbursed by the Company. The independent directors and non-executive director are encouraged
to visit the Company’s plants, sites and operations periodically to keep abreast of the Company and Group’s
businesses. The Company Secretary ensures that the Directors are kept informed and updated on changes in
relevant regulations or law, as circumstances require and informs the Directors of seminars, training programmes,
forums, talks and others for their participation and attendance.
During the Financial Year, the Directors of the Company had attended the following seminars, courses, talks and/
or conferences:Kwek Leng Peck
“Directors’ Continual Training – Taxation”.
Ting Sii Tien
“Directors’ Continual Training - Taxation”.
“Directors’ Briefing:
1) Future-Proofing Business with Tomorrow’s Bottom Line;
2) Integrated Reporting: Creating Value over the Short, Medium and Long Term.”
“How Good Boards Become Great – and How Great Boards Stay That Way”.
“Seminar on Understanding Valuation Requirements: MVS, IVS & SC’s Asset Valuation
Guidelines”.
Lim Eng Khoon
“Australia China Business Council
– Economic Diplomacy: A new era in the Australia-China relationship”.
Annual Report 2014
STATEMENT ON
(cont’d)
COMMITTEES OF THE BOARD
The Board has delegated certain responsibilities to committees which operate in accordance with the terms of
reference approved by the Board. Presently, there are two Board Committees, namely the Board Audit and Risk
Management Committee (“BARC”) and the Remuneration and Nomination Committee (“RNC”). The Committees
assist the Board in carrying out its responsibilities. Each of the Committees has its own terms of reference
set by the Board and these terms of reference are reviewed and updated periodically to ensure practicality and
alignment to any change in the regulatory framework. The BARC comprises three members, the majority of whom
are independent directors and the chairman, an independent director, is a member of the Institute of Chartered
Accountants in Australia. The BARC ensures, among others, the reliability of financial statements issued by the
Company and that the financial statements comply with applicable financial reporting standards. The BARC’s
policies and procedures to assess the suitability and independence of the Company’s external auditors have been
formalised and adopted by the Board. The activities of the BARC during the Financial Year are summarised and set
out in its Report on pages 10 to 11 of the Annual Report. The BARC maintains an appropriate formal and transparent
relationship with the Company’s external auditors. Key features underlying the relationship are included in BARC’s
terms of reference on pages 10 to 11 of the Annual Report. The BARC has met with the external auditors twice
during the Financial Year without the presence of executive management.
The RNC comprises three non-executive directors, a majority of whom are independent directors. The RNC,
among others primarily takes on the role of evaluating and recommending to the Board candidates for directorship,
periodically review and recommend to the Board its required mix of skills and experience and other qualities or
diversity, develop, maintain and review the criteria to be used in the assessment of directors.
The RNC met during the Financial Year to evaluate and review management’s recommendation for adjustments
to the remuneration of employees, the performance of the Executive Director/Group Chief Executive Officer and
his remuneration, and promotion of senior management for the Board to approve. In addition, the RNC evaluated
and discussed on the self-assessment of the Directors’ evaluation and of the performance of the Board evaluation
and its activities. The views of all Directors on the self-assessment as well as views on the composition of the
Board and the range of skills of Board members were noted and adopted. The Board has in place a remuneration
policy for directors to ensure that the remuneration is appropriately prudent and commercially sensible to attract
and retain directors, while taking into account that the Board is accountable to shareholders for the quantum of
remuneration proposed to shareholders for approval. The policy and procedures are further governed by the
Company’s articles of association. Determination of such remuneration of non-executive directors is a matter for
the Board as a whole with the member of the Board concerned abstaining from deliberations and voting in respect
of his own remuneration. The aggregate remuneration of directors for the Financial Year is disclosed on page 54
of the financial statements in the Annual Report.
The Board has in place a policy and procedure for the Board when proposing, nominating, admitting or assessing
any independent director or when any new interest or relationship develops. In assessing independence of its
existing independent directors and/or new candidates for independent directorship on the Board, the Board focuses
beyond the independent director’s background, expertise, economic and family relationships and considers whether
the independent director can continue to bring independent and objective judgment to board deliberations. The
Chairman and the Board has reviewed and assessed the current mix and number of independent directors taking
into account that the Company is indirectly a 74.28% owned subsidiary of Hong Leong Asia Ltd and the relevance
to the Company’s core business of cement manufacturing. The Chairman, been a non-executive non independent
chairman represents the interest of the holding company which is a significant and major shareholder of the
Company. The Board’s diversity policy which recognises and embraces the benefits of diversity on the Board
as a diverse Board, will include and make good use of differences in the skills, regional and industry experience,
background, race, gender and other qualities of the members of the Board. These differences will be considered
and reviewed in determining the optimum composition of the Board and when possible to be balanced appropriately.
The Board takes cognisance of the importance of boardroom diversity and ethnicity, but is of the view that selection
and appointment of members of the Board will be based on qualifications, skills, experience, knowledge and
capabilities in areas identified by the Board, and such criteria should remain a priority so as not to compromise on
qualification, skills, experience, knowledge and capabilities. Currently, the Board is satisfied with its composition
in terms of numbers, qualification, skills, experience, knowledge and capabilities, diversity, ethnicity mix and age.
The composition of the Board of Directors and their respective profiles is on pages 4 to 5 of the Annual Report.
17
18
(4698-W)
STATEMENT ON
(cont’d)
MEETINGS
The meetings of the BARC are held four times a year and additional meetings will be held when required or when
deemed necessary. The RNC meets at least once a year and as and when required or deemed necessary. During
the Financial Year, the Board and BARC held four meetings as scheduled, and the RNC met once. A structured
schedule of matters reserved for consideration and decision of the Board has been established in the agenda for
the meetings. The members of the Board are supplied with such information for each meeting in a timely manner
in order for the members to discharge their fiduciary duties. All members of the Board have access to information
of the Company and to the advice and services of the Company Secretary for any further information that they may
require and, if need be, the Board can obtain independent professional or other advice from external resources
at the cost of the Company. During the Financial Year, four meetings of the Board were convened and held. The
attendance of the meetings by each member of the Board is listed on the Director’s Profile on pages 4 to 5 of the
Annual Report.
RISK MANAGEMENT AND CONTROL
The Board is responsible for the Group’s system of risk management and internal control, which is designed to
manage rather than eliminate the risk of failure to achieve business objectives due to circumstances which may
reasonably be foreseen and can provide only reasonable and not absolute assurance against material misstatement
or loss.
The Board periodically reviews the Company’s system of internal control, its adequacy and integrity. It has in place
an enterprise wide risk framework for such risk management and control and has delegated the responsibility for
the ongoing monitoring of the effectiveness of this system to the BARC. The Company’s internal audit department
assist the Board and the BARC in facilitating the process of identification and assessment of key risks and controls
and management’s plans to mitigate or eliminate the significant risks identified. The Company’s internal audit
department is headed by a qualified chief internal auditor who reports directly to the BARC. The BARC is delegated
with the task of reviewing such risks at every meeting of the Committee and to report to the Board. Where
weaknesses are identified, the BARC ensures that management takes appropriate action. An enterprise risk
management committee chaired by the Executive Director/Group Chief Executive Officer meets monthly together
with the chief internal auditor to conduct, review, mitigate or eliminate and update the significant risks of the
Company and the Group. The Statement on Risk Management and Internal Control, set out on pages 12 to 14 of
the Annual Report, provides an overview of the Company’s state of risk management and internal control.
PREPARATION OF THE ANNUAL FINANCIAL STATEMENTS
The Board is responsible and required by law to prepare financial statements for each accounting period in
accordance with the Malaysian Financial Reporting Standards, International Financial Reporting Standards and
the Companies Act, 1965 in Malaysia, that gives a true and fair view of the financial position of the Group and of
the Company as at the end of each financial year and of their financial performance and cash flows for the year
then ended. It is also responsible for ensuring proper accounting records are kept, which disclose with reasonable
accuracy at any time, the financial position of the Group and of the Company and to enable them to ensure that
the financial statements comply with the relevant laws and regulations. The Board is further responsible for taking
reasonable steps to safeguard the assets of the Group and of the Company, and for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
MATERIAL CONTRACTS
The Company has not entered into any contract which is or may be material, not being contracts entered into in the
ordinary course of business, during the Financial Year.
Annual Report 2014
STATEMENT ON
(cont’d)
SHAREHOLDER ENGAGEMENT
The Board recognises the importance of communication with shareholders of the Company. Shareholders play
an important part in corporate governance and the Board ensures that shareholders are kept notified through
releases to the Stock Exchange. The Board practices timely disclosure of material information to shareholders
of the Company. The Board is supported by a qualified and competent company secretary in ensuring such
disclosures are done accurately and timely in accordance with the Listing Requirements. The Board further
ensures that shareholders are kept fully informed through information provided on the Company’s website at
www.tasekcement.com. All the Company’s announcements are posted on its website, including corporate
information, quarterly reports, annual reports and other relevant information. The Board and management take
into cognisance disclosure guides issued and advocated by Bursa Malaysia Securities Berhad to assist listed
issuers to elevate their standards of disclosure. Where applicable to the Company’s circumstances, the Board and
management will take into account the guidance in such disclosure guides.
The Board advocates attendance and participation of shareholders at all the Company’s annual general meetings.
The meetings are held at a venue with access to public transportation and parking. The Board considers the
annual general meeting as an open forum for the Board and shareholders to meet and communicate with each
other. This presents an opportunity for shareholders to ask questions or seek clarification on the performance of
the Company for the Financial Year. The external auditor attends these annual general meetings and is available
to answer questions on the Company and Group’s financial statements. If shareholders are not able to attend the
annual general meeting, they may appoint proxies to attend in their stead. The notice of meeting is circulated to
all shareholders at least 21 clear days before the meeting and shareholders are encouraged to attend the meeting.
The Executive Director /Group Chief Executive Officer and senior management of the Company, where it deems it
practicable to do so, will engage with its institutional shareholders based on mutual understanding of objectives and
entertains visits from shareholders, other fund managers or analysts. The Chairman of the Board will announce
before the start of all general meetings the right of the shareholders to demand a poll in accordance with the
Company’s articles of association. Although the Board is not adverse to electronic poll voting at general meetings
but having a small base of shareholders, the Board currently do not see the cost practicality of employing electronic
means for poll voting at general meetings.
CORPORATE RESPONSIBILITY AND SUSTAINABILITY
The Board is committed to the Company’s long term sustainability as part of its corporate responsibility and
strategy. It strives to conduct the Company’s activities in a safe and environmentally responsible and sustainable
manner. Being responsible and sustainable also mean reinforcing the Company’s commitment to the surrounding
environment in which it operates. The Company maintains various ISO certifications in environmental management
system, occupational health and safety management system, testing and calibration laboratories system and
manufacturing of cement management system. The Company continues to source and use waste products for
use as alternative fuel or as raw material for its manufacturing process and examine ways to continually improve
processes in a manner which adds value. It is committed to employee safety and has various monitoring and
workplace safety measures to measure performance. There are company-wide training programmes in place to
train and maintain staff competencies, safety, health and environment. The Company recognises diversity in its
workplace as an essential measure for the sustainable growth and development of the Company, and it not only
includes gender, but also age and ethnicity. However, the Company’s recruitment and selection of employees will
be based on qualifications, skills, experience, knowledge and capabilities in areas identified and required by the
Company, and such criteria should remain a priority so as not to compromise on qualification, skills, experience,
knowledge and capabilities. At the end of the Financial Year, the gender, ethnicity and age mix of the Company’s
employees are as follows:-
19
20
(4698-W)
STATEMENT ON
(cont’d)
Ethnicity
Malay
Chinese
Indian
Others
52.5%
23.4%
22.5%
1.6%
Gender
Male
Female
88.9%
11.1%
Age
Below 20
21 – 30
31 – 40 41 – 50 Above 50
1.2%
24.3%
30.7%
28.6%
15.2%
In the marketplace, the Company is committed to develop its cement products to achieve green label certification
such as blended cement. Obtaining customers’ feedback through surveys and meetings are also important for the
Company’s sustainability in terms of its cement products.
The Company has in place various programmes in pursuit of its social responsibility to its communities for
sustainability. It believes in contributing its resources to promote positive interaction between members of the
surrounding community. Of significance is the continuing Bursary Programme which focuses on needy primary
school children in selected schools by providing bursaries to deserving students to ease the financial burden
of the parents so that their children will continue to concentrate and do well in their studies. The Company’s
undergraduate scholarship programme provides financial aid to deserving students enrolled in undergraduate
engineering courses as part of the Company’s succession plan to sustain a steady pool of engineers for the
future. The sponsoring of a dialysis machine to Yayasan Dialysis Pendidikan Akhlak Perak and the Company’s
sponsorship of the school hockey team of Sekolah Menengah Anderson (Anderson Secondary School) in Ipoh,
Perak are part of the Company’s approach to widen its community investment and sustainability. The Board is
continuously seeking to manage the Company’s businesses to produce an overall positive impact on its customers,
employees, shareholders, the wider community and other stakeholders, while minimising environmental impacts.
Annual Report 2014
Directors’ Report
Directors’ report
The directors have pleasure in presenting their report together with the audited financial statements of the Group
and of the Company for the financial year ended 31 December 2014.
Principal activities
The principal activity of the Company consists of the manufacture and sale of cement and related products.
The principal activities of the subsidiaries are described in Note 14 to the financial statements.
There have been no significant changes in the nature of the principal activities during the financial year.
Results
Group Company
RM’000 RM’000
Profit net of tax
105,043 100,733
Profit attributable to:
Equity holders of the Company
105,043 100,733
There were no material transfers to or from reserves or provisions during the financial year other than as disclosed
in the financial statements.
In the opinion of the directors, the results of the operations of the Group and of the Company during the financial
year were not substantially affected by any item, transaction or event of a material and unusual nature.
Dividends
The amounts of dividends paid by the Company since 31 December 2013 were as follows:
RM’000
In respect of the financial year ended 31 December 2013 as reported in the directors’
report of that year:
Final single tier dividend of 30 sen per share, on 121,142,931 ordinary shares
36,343
Special single tier dividend of 60 sen per share, on 121,142,931 ordinary shares 72,686
Preference dividend of 6 sen per share and final single tier dividend of 30 sen per share, on 335,000 6% Cumulative Participating Preference Shares
121
Special single tier dividend of 60 sen per share, on 335,000 6% Cumulative Participating
Preference Shares 201
In respect of the financial year ended 31 December 2014:
Interim dividend of 40 sen per share, on 121,142,931 ordinary shares
48,457
Special interim dividend of 50 sen per share, on 121,142,931ordinary shares 60,571
21
22
(4698-W)
Directors’ Report
(cont’d)
Dividends (cont’d.)
RM’000
In respect of the financial year ended 31 December 2014: (cont’d.)
Interim dividend of 40 sen per share, on 335,000 6% Cumulative
Participating Preference Shares
Special interim dividend of 50 sen per share, on 335,000 6% Cumulative
Participating Preference Shares
134
167
218,680
At the forthcoming Annual General Meeting, the following dividends will be proposed for shareholders’ approval:
RM’000
In respect of the financial year ended 31 December 2014:
Final dividend of 30 sen per share, on 121,142,931 ordinary shares
36,343
Special dividend of 50 sen per share, on 121,142,931 ordinary shares 60,571
Preference dividend of 6 sen per share and final dividend of 30 sen per share, on 335,000 6% Cumulative Participating Preference Shares
121
Special dividend of 50 sen per share, on 335,000 6% Cumulative Participating
Preference Shares
167
The financial statements for the current financial year do not reflect these proposed dividends. Such dividends, if
approved by the shareholders, will be accounted for in equity as an appropriation of retained profits in the financial
year ending 31 December 2015.
Directors
The names of the directors of the Company in office since the date of the last report and at the date of this report
are:
Kwek Leng Peck
Ting Sii Tien @ Yao Sik Tien
Lim Eng Khoon Dato’ Chong Pah Aung
Tan Sri Ir (Dr) Mohamed Al Amin Bin Abdul Majid (appointed on 17 February 2015) Kwek Kon Chun (demised on 9 November 2014)
Directors’ benefits
Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which
the Company was a party, whereby the directors might acquire benefits by means of the acquisition of shares in the
Company or any other body corporate.
Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other
than benefits included in the aggregate amount of emoluments received or due and receivable by the directors or
the fixed salary of a full-time employee of the Company as shown in Note 8 to 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 he is a member,
or with a company in which he has a substantial financial interest, except as disclosed in Note 28 to the financial
statements.
Annual Report 2014
Directors’ Report
(cont’d)
Directors’ interest
According to the register of directors’ shareholdings, the interests of directors in office at the end of the financial
year in shares and options over shares in the Company and its related corporations during the financial year were
as follows:
Number of ordinary shares of RM1 each
As at As at
1.1.2014 Acquired 31.12.2014
Shares Held in the Company
Direct interest:
Ting Sii Tien @ Yao Sik Tien 50,000 1,200 51,200
Number of ordinary shares
As at As at
1.1.2014 Acquired 31.12.2014
Related Corporations
Interest of Kwek Leng Peck in :
Hong Leong Asia Ltd
1,680,000 -
1,680,000
City Developments Limited
43,758 -
43,758
Hong Leong Finance Limited
517,359 -
517,359
Hong Leong Investment Holdings Pte Ltd
10,921 -
10,921
City e-Solutions Limited #
2,082,200 -
2,082,200
Hong Leong Holdings Limited
381,428 -
381,428
Hong Realty (Private) Limited
150 -
150
Interest of Ting Sii Tien @ Yao Sik Tien in :
Hong Leong Asia Ltd
280,000 -
280,000
#
Incorporated in the Cayman Islands and domiciled in Hong Kong. The par value of its ordinary shares is
HKD1.00 each.
All related corporations except City e-Solutions Limited are incorporated and domiciled in the Republic of Singapore.
On the date of commencement of the Republic of Singapore’s Companies (Amendment) Act 2005 on 30 January
2006, the shares of the related corporations ceased to have par value.
Options granted and exercised over ordinary shares of a related corporation, Hong Leong Asia Ltd (“HLA”) under
the Share Option Scheme of HLA are as follows :
OptionNumber of options over ordinary shares
Date of price As at As at
offer SGD 1.1.2014 Granted Cancelled 31.12.2014
Kwek Leng Peck
15.5.2008 2.36 170,000 -
-
170,000
5.1.2011 3.17 300,000 -
-
300,000
Ting Sii Tien @ 15.5.2008 2.36 300,000 -
-
300,000
Yao Sik Tien
28.1.2014 1.31 -
200,000 -
200,000
Other than as disclosed above, none of the directors in office had any interest in shares in the Company or its
related corporations during the financial year.
23
24
(4698-W)
Directors’ Report
(cont’d)
Other statutory information (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 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 which were unlikely to realise their values as shown in the
accounting records in the ordinary course of business had been written down to an amount which
they might be expected so to realise.
(b)At the date of this report, the directors are not aware of any circumstances which would render: (i) the amount 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 substantial extent; and
(ii) the values attributed to the current assets in the financial statements of the Group and of the
Company misleading. (c)At the date of this report, the directors are not aware of any circumstances which has 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.
(d)At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this
report or in the financial statements of the Group and of the Company which would render any amount
stated in the financial statements misleading.
(e)At the date of this report, there does not exist:
(i) any charge on the assets of the Group or of the Company which has arisen since the end of the
financial year which secures the liabilities of any other person; or
(ii) any contingent liability of the Group or of the Company which has arisen since the end of the
financial year.
(f) In the opinion of the directors:
(i) no contingent or other liability has become enforceable or is likely to become enforceable within
the period of twelve months after the end of the financial year which will or may affect the ability of
the Group or of the Company to meet their obligations when they fall due; and
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between
the end of the financial year and the date of this report which is likely to affect substantially the
results of the operations of the Group or of the Company for the financial year in which this report
is made.
Auditors
The auditors, Ernst & Young, have expressed their willingness to continue in office. Signed on behalf of the Board in accordance with a resolution of the directors dated 17 February 2015.
Kwek Leng PeckTing Sii Tien @ Yao Sik Tien
Kuala Lumpur, Malaysia
Annual Report 2014
Statement by Directors
Pursuant to Section 169(15) of the Companies Act, 1965
We, Kwek Leng Peck and Ting Sii Tien @ Yao Sik Tien, being two of the directors of Tasek Corporation Berhad,
do hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages 28 to
89 are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting
Standards and the requirements 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 December 2014 and of their financial performance and
cash flows for the year then ended.
The information set out in Note 35 to the financial statements on page 90 have been prepared in accordance with
the 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.
Signed on behalf of the Board in accordance with a resolution of the directors dated 17 February 2015.
Kwek Leng PeckTing Sii Tien @ Yao Sik Tien
Statutory Declaration
Pursuant to Section 169(16) of the Companies Act, 1965
I, Lian Ka Siew, being the officer primarily responsible for the financial management of Tasek Corporation Berhad,
do solemnly and sincerely declare that the accompanying financial statements set out on pages 28 to 90 are in my
opinion 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 Lian Ka Siew
at Kuala Lumpur in the Federal Territory
on 17 February 2015. Lian Ka Siew
Tan Seok Kett (W530)
Commissioner for Oaths
25
26
(4698-W)
Independent auditors’ report
to the members of Tasek Corporation Berhad (Incorporated in Malaysia)
Report on the financial statements
We have audited the financial statements of Tasek Corporation Berhad, which comprise the statements of financial
position as at 31 December 2014 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 year then
ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 28
to 89. Directors’ responsibility for the financial statements
The directors of the Company are responsible for the preparation of financial statements so as to give a true and
fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards
and the requirements of the Companies Act, 1965 in Malaysia. The directors are also responsible for such internal
controls 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 controls relevant to the entity’s preparation of financial statements that give a true and fair view in
order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the 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 give a true and fair view of the financial position of the Group and of the
Company as at 31 December 2014 and of their financial performance and cash flows for the year then ended in
accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the
requirements of the Companies Act, 1965 in Malaysia
Report on other legal and regulatory requirements
In accordance with the requirements of the Companies Act, 1965 in Malaysia (“Act”), 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 of the subsidiary of which we have not acted as auditors,
which is indicated in Note 14 to the financial statements, being financial statements that have been
included in the consolidated financial statements.
Annual Report 2014
Independent auditors’ report
to the members of Tasek Corporation Berhad (Incorporated in Malaysia)
(cont’d)
(c)
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the
financial statements of the Company are in form and content appropriate and proper for the purposes of
the preparation of the consolidated financial statements and we have received satisfactory information
and explanations required by us for those purposes.
(d)The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification
and did not include any comment required to be made under Section 174(3) of the Act.
Other reporting responsibilities
The supplementary information set out in Note 35 to the financial statements on page 90 is disclosed to meet
the requirement of Bursa Malaysia Securities Berhad and is not part of the financial statements. 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.
Ernst & YoungKua Choh Leang
AF: 0039No. 2716/01/17(J)
Chartered AccountantsChartered Accountant
Date: 17 February 2015
27
28
(4698-W)
Statements of Comprehensive Income
For the financial year ended 31 December 2014
Group
2014 2013 Note
RM’000 RM’000 Revenue 4
656,061 577,009 Cost of sales
(431,367)
(381,953)
Company
2014 2013
RM’000 RM’000
547,487 (353,454)
483,406
(317,049)
Gross Profit
224,694 195,056 194,033 166,357
Other items of income
- Interest income
12,757 13,940 12,708 14,057
- Dividend income
-
-
9,060 5,280
- Net gain on disposal of property, plant and
equipment
469 1,102 212 413
- Other income 5,076 1,453 5,169 1,257
Other items of expense
- Marketing and distribution
(96,359)
(83,048)
(71,888)
(59,388)
- Administrative expenses
(23,852)
(22,510)
(17,728)
(16,874)
- Finance costs
5
(397)
(197)
-
Share of results of joint venture, net of tax
1
-
-
Share of results of associates, net of tax
13,933 15,248 -
Profit before tax Income tax expense 6
9
136,322 (31,279)
121,044 (27,141)
131,566 (30,833)
111,102
(26,721)
Profit net of tax, representing total
comprehensive income for the year
105,043 93,903 100,733 84,381
Profit attributable to:
105,043 93,903 100,733 84,381
Total comprehensive income attributable to:
105,043 93,903 100,733 84,381
Earnings per share attributable to equity
holders of the Company (sen per share)
- Basic and diluted
10 86.46 77.29 The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Annual Report 2014
Statements of Financial Position
As at 31 December 2014
Group
Company
2014 2013 2014 2013
Note
RM’000 RM’000 RM’000 RM’000
Assets
Non-current Assets
Property, plant and equipment
11
306,688 319,251 276,932 291,138
Prepaid lease payments
12
12 17 12 17
Intangible assets
13
1,181 1,156 754 756
Investment in subsidiaries
14
-
-
31,351 31,351
Investment in joint venture
15
1
-
-
Investment in associates
16
110,390 105,457 20,392 20,392
Other receivables
18
3,266 2,879 3,825 1,546
Total Non-current Assets
421,538 333,266 345,200
Current Assets
Inventories
17
101,905 106,871 101,311 Trade and other receivables
18
97,585 79,653 60,401 Tax recoverable
154 -
-
Cash and bank balances
19
303,820 400,458 296,221 106,121
51,565
394,243
Total Current Assets
503,464 Total Assets
925,002 428,760 586,982 457,933 551,929
1,015,742 791,199 897,129
29
30
(4698-W)
Statements of Financial Position
As at 31 December 2014
(cont’d)
Group
Company
2014 2013 2014 2013
Note
RM’000 RM’000 RM’000 RM’000
Equity and Liabilities
Current Liabilities Provision
20
774 698 -
Income tax payable
4,044 2,639 4,044 2,555
Loans and borrowings
21
10,871 6,024 -
Trade and other payables
22
93,511 74,444 67,828 54,623
Derivative liabilities
23
10 -
10 Total Current Liabilities
109,210 83,805 71,882 57,178
Non-current Liabilities
Provision
20
874 534 -
Deferred tax liabilities
24
29,595 32,443 27,581 30,268
Total Non-current Liabilities
30,469 Total Liabilities
139,679 32,977 27,581 30,268
116,782 99,463 87,446
Equity attributable to Equity Holders of the Company
Share capital
25
123,956 123,956 123,956 123,956
Share premium
25
133,946 133,946 133,946 133,946
Treasury shares
25
(20,633)
(20,633)
(20,633)
(20,633)
Reserves
26
548,054 661,691 454,467 572,414
Total Equity
785,323 898,960 691,736 809,683
Total Equity and Liabilities
925,002 1,015,742 791,199 897,129
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Attributable to equity holders of the Company
Non-distributable
Distributable
At 31 December 2014
785,323 123,956 133,946 398 (20,633)
115,347 432,309
Transaction with owners
Dividends 27 (218,680)
-
-
-
-
-
(218,680)
At 31 December 2013/ 1 January 2014
898,960 123,956 133,946 398 (20,633)
115,347 545,946
Total comprehensive income 105,043 -
-
-
-
-
105,043
Transactions with owners
-
-
-
-
-
(147,718)
Capital Total Share Share redemption Treasury General Retained
2014
equity capital premium reserve shares reserve profits
Group
Note
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 1 January 2013 952,775 123,956 133,946 398 (20,633)
115,347 599,761
-
-
-
-
93,903
Annual Report 2014
Statements of Changes in Equity
31
Attributable to equity holders of the Company
Non-distributable
Distributable
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
At 31 December 2014
691,736 123,956 133,946 398 (20,633)
115,347 338,722
Transaction with owners
-
-
-
-
-
(218,680)
At 31 December 2013/ 1 January 2014
809,683 123,956 133,946 398 (20,633)
115,347 456,669
-
-
-
-
100,733
Transactions with owners
-
-
-
-
-
(147,718)
Capital Total Share Share redemption Treasury General Retained
2014
equity capital premium reserve shares reserve profits
Company
Note
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 1 January 2013
873,020 123,956 133,946 398
(20,633)
115,347 520,006
-
-
-
-
84,381
32
(4698-W)
Statements of Changes in Equity
(cont’d)
Annual Report 2014
Statements of Cash Flows
Group
Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Operating activities
Profit before tax
136,322 121,044 131,566 111,102
Adjustments for:
Allowance for obsolete stock
310 134 310 Amortisation of intangible assets
286 294 279 Amortisation of prepaid lease payments
5
5
5
Depreciation of property, plant and equipment
45,322 44,234 40,572 Dividend income -
-
(9,060)
Finance costs
397 197 -
Interest income
(12,757)
(13,940)
(12,708)
Inventories written off
267 190 267 Net fair value loss on derivatives 10 -
10 Net gain on disposal of property, plant and equipment
(469)
(1,102)
(212)
Property, plant and equipment written off
270 467 55 Reversal of provision for restoration costs
(50)
(124)
-
Reversal of allowance for obsolete inventories
-
(55)
-
Reversal of impairment losses of trade receivables
(59)
-
-
Share of results of associates
(13,933)
(15,248)
-
Share of results of joint venture entity
(1)
-
-
Waiver of advances to a joint venture entity
101 -
-
Waiver of advances to a subsidiary
-
-
101 134
294
5
39,163
(5,280)
(14,057)
190
(413)
389
(55)
-
Total adjustments
19,699 15,052 19,619 20,370
Operating cash flows before changes
in working capital
156,021 136,096 151,185 131,472
Changes in working capital
- inventories
4,389 (5,465)
4,233 (5,493)
- trade and other receivables
(18,362)
(17,301)
(11,052)
(6,253)
- trade and other payables
19,464 5,576 13,041 2,140
Total changes in working capital 5,491 (17,190)
6,222 Cash flows from operations
161,512 118,906 157,407 (9,606)
121,866
33
34
(4698-W)
Statements of Cash Flows
(cont’d)
Group
2014 2013 RM’000 RM’000 Company
2014 2013
RM’000 RM’000
Operating activities (cont’d.)
Interest received
12,757 13,940 12,708 14,057
Interest paid
(327)
(171)
-
Income taxes paid
(32,876)
(29,070)
(32,031)
(28,766)
Net cash flows from operating activities
141,066 103,605 138,084 107,157
Investing activities
Purchase of property, plant and equipment
(34,065)
(33,089)
(26,421)
(27,947)
Net proceeds from disposal of property, plant and
equipment
1,505 4,720 212 413
Withdrawal of short term deposits more than three months 145,000 5,000 145,000 5,000
Dividend income received
9,000 5,280 9,060 5,280
Purchase of intangible assets
(311)
(98)
(277)
(87)
Net cash flows generated from/(used in)
investing activities
121,129 (18,187)
127,574 (17,341)
Financing activities
Dividends paid (Note 27)
(218,680)
(147,718)
(218,680)
(147,718)
Net proceeds from loans and borrowings
4,847 2,181 -
Net cash flows used in financing activities
(213,833)
(145,537)
(218,680)
(147,718)
Net increase/ (decrease) in cash and cash equivalents
48,362 Cash and cash equivalents at 1 January
160,458 (60,119)
220,577 46,978 154,243 (57,902)
212,145
160,458 201,221 154,243
Cash and cash equivalents at 31 December (Note 19)
208,820 The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Annual Report 2014
Notes to the Financial Statements
31 December 2014
1.Corporate information
Tasek Corporation Berhad (“the Company”) is a public limited liability company incorporated and domiciled
in Malaysia, and is listed on the Main Market of Bursa Malaysia Securities Berhad. The registered office
of the Company is situated at 6th Floor, Office Block, Grand Millennium Kuala Lumpur, 160 Jalan Bukit
Bintang, 55100 Kuala Lumpur, Malaysia.
Its factory is located at Persiaran Tasek, Tasek Industrial Estate, 31400 Ipoh, Perak, Malaysia and its
distribution terminal is at Lot 1552 Kg Jaya Industrial Area, Off Jalan Hospital, 47000 Sungai Buloh,
Selangor, Malaysia.
The immediate and ultimate holding companies are HL Cement (Malaysia) Sdn Bhd (“HLCM”) and Hong
Leong Investment Holdings Pte Ltd (“HLIH”) respectively. HLCM is incorporated in Malaysia while HLIH
is incorporated in the Republic of Singapore.
The principal activity of the Company is the manufacture and sale of cement and related products.
The principal activities of the subsidiaries are described in Note 14.
There have been no significant changes in the nature of the principal activities during the financial year.
The financial statements were authorised for issue by the Board of Directors in accordance with a
resolution of the directors on 17 February 2015.
2.
Significant accounting policies
2.1 Basis of preparation
The financial statements of the Group and of the Company have been prepared in accordance
with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the
requirements of the Companies Act, 1965 in Malaysia.
At the beginning of the current financial year, the Group and the Company adopted new and
amended MFRS and IC Interpretations which are mandatory for financial period beginning on or
after the dates as described fully in Note 2.2.
The financial statements have been prepared on the historical cost basis except where otherwise
disclosed in the accounting policies below.
The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the
nearest thousand (RM’000) except when otherwise indicated.
35
36
(4698-W)
31 December 2014
(cont’d)
2.
Significant accounting policies (cont’d.)
2.2 Changes in accounting policies
The accounting policies adopted are consistent with those of the previous financial year except as follows:
On 1 January 2014, the Group and the Company adopted the following new and amended MFRS and
IC Interpretations mandatory for annual financial periods beginning on or after the dates stated below:
Effective for annual financial periods beginning Description
on or after Investment Entities
(Amendments to MFRS 10, MFRS 12 and MFRS 127)1 January 2014 Offsetting Financial Assets and Financial Liabilities
(Amendments to MFRS 132) 1 January 2014 Recoverable Amount Disclosures for Non-Financial Assets
(Amendments to MFRS 136)1 January 2014 Novation of Derivatives and Continuation of Hedge Accounting
(Amendments to MFRS 139) 1 January 2014 IC Interpretation 21 Levies1 January 2014 Adoption of the above standards and interpretations did not have any effect on the financial
performance or position of the Group and of the Company.
2.3 Standards issued but not yet effective The standards and interpretations that are issued but not yet effective up to the date of issuance
of the Group’s and of the Company’s financial statements are disclosed below. The Group and the
Company intend to adopt these standards, if applicable, when they become effective.
Effective for annual financial periods beginning Description
on or after Defined Benefit Plans: Employee Contributions (Amendments to MFRS 119) 1 July 2014 Annual Improvements to MFRSs 2010–2012 Cycle
1 July 2014 Annual Improvements to MFRSs 2011–2013 Cycle
1 July 2014 Disclosure Initiative (Amendments to MFRS 101)1 January 2016 Investment Entities: Applying the Consolidation Exception
(Amendments to MFRS 10, MFRS 12 and MFRS 128)1 January 2016 Accounting for Acquisitions of Interests in Joint Operations
(Amendments to MFRS 11) 1 January 2016 MFRS 14: Regulatory Deferral Accounts1 January 2016 Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to MFRS 116 and MFRS 138)1 January 2016 Agriculture: Bearer Plants (Amendments to MFRS 116 and MFRS 141)1 January 2016 Equity Method in Separate Financial Statements
(Amendments to MFRS 127) 1 January 2016 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
(Amendments to MFRS 10 and MFRS 128)1 January 2016 Annual Improvements to MFRSs 2012–2014 Cycle1 January 2016 MFRS 15: Revenue from Contracts with Customers1 January 2017
MFRS 9: Financial Instruments (IFRS 9 Financial Instruments as issued by IASB in July 2014)1 January 2018 Annual Report 2014
31 December 2014
(cont’d)
2.
2.3 Standards issued but not yet effective (cont’d.)
The directors expect that the adoption of the amendments and standards above will have no material
impact on the financial statements in the period of initial application, except as discussed below:
Annual Improvements to MFRSs 2010–2012 Cycle
In the 2010-2012 annual improvements cycle, the MASB issued seven amendments to six standards,
which included an amendment to MFRS 13 Fair Value Measurement. The amendment to MFRS 13
is effective immediately and, thus, for periods beginning at 1 January 2014, and it clarifies in the
Basis for Conclusions that short-term receivables and payables with no stated interest rates can
be measured at invoice amounts when the effect of discounting is immaterial. This amendment to
MFRS 13 has no impact on the Group.
MFRS 9 Financial Instruments In November 2014, the MASB issued the final version of MFRS 9 Financial Instruments which
reflects all phases of the financial instruments project and replaces MFRS 139 Financial Instruments:
Recognition and Measurement and all previous versions of MFRS 9. The standard introduces new
requirements for classification and measurement, impairment, and hedge accounting. MFRS 9 is
effective for annual periods beginning on or after 1 January 2018, with early application permitted.
Retrospective application is required, but comparative information is not compulsory. Early
application of previous versions of MFRS 9 (2009, 2010 and 2013) is permitted if the date of
initial application is before 1 February 2015. The adoption of MFRS 9 will have an effect on the
classification and measurement of the Group’s financial assets, but no impact on the classification
and measurement of the Group’s financial liabilities. The Group is currently assessing the impact of
MFRS 9 and plans to adopt the new standard when applicable from the required effective date.
MFRS 15 Revenue from Contracts with Customers
MFRS 15 was issued in September 2014 and establishes a new five-step model that will apply to
revenue arising from contracts with customers. Under MFRS 15 revenue is recognised at an amount
that reflects the consideration to which an entity expects to be entitled in exchange for transferring
goods or services to a customer. The principles in MFRS 15 provide a more structured approach to
measuring and recognising revenue.
The new revenue standard is applicable to all entities and will supersede all current revenue
recognition requirements under MFRS. Either a full or modified retrospective application is required
for annual periods beginning on or after 1 January 2017 with early adoption permitted. The Group
is currently assessing the impact of MFRS 15 and plans to adopt the new standard when applicable
from the required effective date.
2.4 Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and
its subsidiaries as at the reporting date. The financial statements of the subsidiaries used in the
preparation of the consolidated financial statements are prepared for the same reporting date as
the Company. Consistent accounting policies are applied for like transactions and events in similar
circumstances.
The Company controls an investee if and only if the Company has all the following:
(i)
Power over the investee (such as existing rights that give it the current ability to direct the
relevant activities of the investee);
(ii) Exposure, or rights, to variable returns from its investment with the investee; and
(iii) The ability to use its power over the investee to affect its returns.
37
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(4698-W)
31 December 2014
(cont’d)
2.
2.4 Basis of consolidation (cont’d.)
When the Company has less than a majority of the voting rights of an investee, the Company
considers the following in assessing whether or not the Company’s voting rights in an investee are
sufficient to give it power over the investee:
(i)
The size of the Company’s holding of voting rights relative to the size and dispersion of
holdings of the other vote holders;
(ii) Potential voting rights held by the Company, other vote holders or other parties;
(iii)Rights arising from other contractual arrangements; and
(iv) Any additional facts and circumstances that indicate that the Company has, or does not have,
the current ability to direct the relevant activities at the time that decisions need to be made,
including voting patterns at previous shareholders’ meetings.
Subsidiaries are consolidated when the Company obtains control over the subsidiary and ceases
when the Company loses control of the subsidiary. All intra-group balances, income and expenses
and unrealised gains and losses resulting from intra-group transactions are eliminated in full.
Losses within a subsidiary are attributed to the non-controlling interests even if that results in a
deficit balance.
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing
control over the subsidiaries are accounted for as equity transactions. The carrying amounts of
the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their
relative interests in the subsidiaries. The resulting difference is recognised directly in equity and
attributed to owners of the Company.
When the Group loses control of a subsidiary, a gain or loss calculated as the difference between
(i) the aggregate of the fair value of the consideration received and the fair value of any retained
interest and (ii) the previous carrying amount of the assets and liabilities of the subsidiary and
any non-controlling interest, is recognised in profit or loss. The subsidiary’s cumulative gain or
loss which has been recognised in other comprehensive income and accumulated in equity are
reclassified to profit or loss or where applicable, transferred directly to retained profits. The fair
value of any investment retained in the former subsidiary at the date control is lost is regarded as
the cost on initial recognition of the investment.
Acquisitions of subsidiaries are accounted for using the acquisition method. The cost of an
acquisition is measured as the aggregate of the consideration transferred, measured at acquisition
date fair value and the amount of any non-controlling interests in the acquiree. The Group elects on
a transaction-by-transaction basis whether to measure the non-controlling interests in the acquiree
either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Transaction
costs incurred are expensed and included in administrative expenses.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at
the acquisition date. Subsequent changes in the fair value of the contingent consideration which is
deemed to be an asset or liability, will be recognised in accordance with MFRS 139 either in profit or
loss or as a change to other comprehensive income. If the contingent consideration is classified as
equity, it will not be re-measured. Subsequent settlement is accounted for within equity. In instances
where the contingent consideration does not fall within the scope of MFRS 139, it is measured in
accordance with the appropriate MFRS.
Annual Report 2014
31 December 2014
(cont’d)
2.
2.4 Basis of consolidation (cont’d.)
Business combinations
When the Group acquires a business, it assesses the financial assets and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic
circumstances and pertinent conditions as at the acquisition date. This includes the separation of
embedded derivatives in host contracts by the acquiree.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s
previously held equity interest in the acquiree is remeasured to fair value at the acquisition date
through profit or loss.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration
transferred and the amount recognised for non-controlling interests over the net identifiable assets
acquired and liabilities assumed. If this consideration is lower than fair value of the net assets of the
subsidiary acquired, the difference is recognised in profit or loss. The accounting policy for goodwill
is set out in Note 2.7(a).
2.5 Foreign currency
(a) Functional and presentation currency
The individual financial statements of each entity in the Group are measured using the currency
of the primary economic environment in which the entity operates (“the functional currency”).
The consolidated financial statements are presented in Ringgit Malaysia (RM), which is also
the Company’s functional currency.
(b) Foreign currency transactions
Transactions in foreign currencies are measured in the respective functional currencies of
the Company and its subsidiaries and are recorded on initial recognition in the functional
currencies at exchange rates approximating those ruling at the transaction dates. Monetary
assets and liabilities denominated in foreign currencies are translated at the rate of exchange
ruling at the reporting date. Non-monetary items denominated in foreign currencies that are
measured at historical cost are translated using the exchange rates as at the dates of the
initial transactions. Non-monetary items denominated in foreign currencies measured at fair
value are translated using the exchange rates at the date when the fair value was determined.
Exchange differences arising on the settlement of monetary items or on translating monetary
items at the reporting date are recognised in profit or loss except for exchange differences
arising on monetary items that form part of the Group’s net investment in foreign operations,
which are recognised initially in other comprehensive income and accumulated under foreign
currency translation reserve in equity. The foreign currency translation reserve is reclassified
from equity to profit or loss of the Group on disposal of the foreign operation.
Exchange differences arising on the translation of 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 and losses are recognised directly in equity.
Exchange differences arising from such non-monetary items are also recognised directly in
equity.
2.6 Property, plant and equipment
All items of property, plant and equipment are initially recorded at cost. The cost of an item of
property, plant and equipment is recognised as an asset if, and only if, 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.
39
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(4698-W)
31 December 2014
(cont’d)
2.
2.6 Property, plant and equipment (cont’d.)
Subsequent to recognition, property, plant and equipment are measured at cost less accumulated
depreciation and accumulated impairment losses. When significant parts of property, plant and
equipment are required to be replaced in intervals, the Group recognises such parts as individual
assets with specific useful lives and depreciation, respectively. Likewise, when a major inspection
is performed, its cost is recognised in the carrying amount of the property, plant and equipment as
a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are
recognised in profit or loss as incurred.
Freehold land has an unlimited useful life and therefore is not depreciated. Depreciation is computed
on a straight-line basis over the estimated useful lives of the assets, as follows:
-
Leasehold land - Amortised by equal annual instalments over the remaining life of the leases
which vary between 17 and 69 years
-
Buildings: 4% - 5% per annum
-Plant and machinery: 3.33% - 33.33% per annum
-
Motor vehicles, furniture and equipment: 6.67% - 20% per annum
Capital work-in progress are not depreciated as these assets are not yet available for use.
The carrying values of property, plant and equipment are reviewed for impairment when events or
changes in circumstances indicate that the carrying value may not be recoverable.
The residual value, useful life and depreciation method are reviewed at each financial year-end,
and adjusted prospectively, if appropriate.
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is
included in profit or loss in the year the asset is derecognised.
2.7 Intangible assets
(a) Goodwill
Goodwill 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 acquiree.
Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at
cost less accumulated impairment losses.
For the purpose of impairment testing, goodwill acquired is allocated, from the acquisition
date, to each of the Group’s cash-generating units that are expected to benefit from the
synergies of the combination.
The cash-generating unit to which goodwill has been allocated is tested for impairment
annually and whenever there is an indication that the cash-generating unit may be impaired,
by comparing the carrying amount of the cash-generating unit, including the allocated
goodwill, with the recoverable amount of the cash-generating unit and where the recoverable
amount is less than the carrying amount, an impairment loss is recognised in the profit or loss.
Impairment losses recognised for goodwill are not reversed in subsequent periods.
Annual Report 2014
31 December 2014
(cont’d)
2.
2.7 Intangible assets (cont’d.)
(a)
Goodwill (cont’d.)
Where goodwill forms part of a cash-generating unit and part of the operation within the cashgenerating unit is disposed of, the goodwill associated with the operation disposed of is included
in the carrying amount of the operation when determining the gain or loss on disposal of the
operation. Goodwill disposed of in this circumstance is measured based on the relative fair
values of the operations disposed of and the portion of the cash-generating unit retained.
(b) Other intangible assets Intangible assets acquired separately are measured initially at cost. The cost of intangible
assets acquired in a business combination is their value as at the date of acquisition. Following
initial acquisition, intangible assets are measured at cost less any accumulated amortisation
and accumulated impairment losses.
Intangible assets with finite useful lives are amortised over the estimated useful lives and
assessed for impairment whenever there is an indication that the intangible asset may be
impaired. The amortisation period and the amortisation method are reviewed at least at each
financial year-end. Changes in the expected useful life or the expected pattern of consumption
of future economic benefits embodied in the asset is accounted for by changing the amortisation
period or method, as appropriate, and are treated as changes in accounting estimates. The
amortisation expense on intangible assets with finite lives is recognised in profit or loss.
Gains or losses arising from derecognition of an intangible asset are measured as the
difference between the net disposal proceeds and the carrying amount of the asset and are
recognised in profit or loss when the asset is derecognised.
(c) Computer software
Computer softwares have a finite useful life and are amortised over the period of estimated
useful life of 5 years on a straight line basis.
2.8 Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be
impaired. If any such indication exists, or when an annual impairment assessment for an asset is
required, the Group makes an estimate of the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s fair value less costs to sell and its value
in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which
there are separately identifiable cash flows (cash-generating units (“CGU”)).
In assessing value in use, the estimated future cash flows expected to be generated by the asset
are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset. Where the carrying
amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable
amount. Impairment losses recognised in respect of a CGU or groups of CGUs are allocated first to
reduce the carrying amount of any goodwill allocated to those units or groups of units and then, to
reduce the carrying amount of the other assets in the unit or groups of units on a pro-rata basis.
Impairment losses are recognised in profit or loss except for assets that are previously revalued
where the revaluation was taken to other comprehensive income. In this case the impairment is also
recognised in other comprehensive income up to the amount of any previous revaluation.
41
42
(4698-W)
31 December 2014
(cont’d)
2.
2.8 Impairment of non-financial assets (cont’d.)
An assessment is made at each reporting date as to whether there is any indication that previously
recognised impairment losses may no longer exist or may have decreased. A previously recognised
impairment loss is reversed 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. If that is the case, the
carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed
the carrying amount that would have been determined, net of depreciation, had no impairment
loss been recognised previously. Such reversal is recognised in profit or loss unless the asset
is measured at revalued amount, in which case the reversal is treated as a revaluation increase.
Impairment loss on goodwill is not reversed in a subsequent period.
2.9 Subsidiaries
A subsidiary is an entity over which the Group has all the following:
(i) Power over the investee (such as existing rights that give it the current ability to direct the
relevant activities of the investee);
(ii) Exposure, or rights, to variable returns from its investment with the investee; and
(iii) The ability to use its power over the investee to affect its returns.
In the Company’s separate financial statements, investments in subsidiaries are accounted for at
cost less impairment losses. On disposal of such investments, the difference between net disposal
proceeds and their carrying amounts is included in profit or loss.
2.10 Investments in associates and joint ventures
An associate is an entity in which the Group has significant influence. Significant influence is the
power to participate in the financial and operating policy decisions of the investee but is not control
or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement
have rights to the net assets of the joint arrangement. Joint control is the contractually agreed
sharing of control of an arrangement, which exists only when decisions about the relevant activities
require the unanimous consent of the parties sharing control.
On acquisition of an investment in associate or joint venture, any excess of the cost of investment
over the Group’s share of the net fair value of the identifiable assets and liabilities of the investee
is recognised as goodwill and included in the carrying amount of the investment. Any excess of the
Group’s share of the net fair value of the identifiable assets and liabilities of the investee over the
cost of 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 or joint venture’s profit or
loss for the period in which the investment is acquired.
An associate or a joint venture is equity accounted for from the date on which the investee becomes
an associate or a joint venture.
Under the equity method, on initial recognition the investment in an associate or a joint venture is
recognised at cost, and the carrying amount is increased or decreased to recognise the Group’s
share of the profit or loss and other comprehensive income of the associate or joint venture after the
date of acquisition. When the Group’s share of losses in an associate or a joint venture equals or
exceeds its interest in the associate or joint venture, the Group does not recognise further losses,
unless it has incurred legal or constructive obligations or made payments on behalf of the associate
or joint venture.
Profits and losses resulting from upstream and downstream transactions between the Group and
its associate or joint venture are recognised in the Group’s financial statements only to the extent
of unrelated investors’ interests in the associate or joint venture. Unrealised losses are eliminated
unless the transaction provides evidence of an impairment of the asset transferred.
Annual Report 2014
31 December 2014
(cont’d)
2.
2.10 Investments in associates and joint ventures (cont’d.)
The financial statements of the associates and joint ventures are prepared as of the same reporting
date as the Company. Where necessary, adjustments are made to bring the accounting policies in
line with those of the Group.
After application of the equity method, the Group applies MFRS 139 Financial Instruments:
Recognition and Measurement to determine whether it is necessary to recognise any additional
impairment loss with respect to its net investment in the associate or joint venture. When necessary,
the entire carrying amount of the investment is tested for impairment in accordance with MFRS 136
Impairment of Assets as a single asset, by comparing its recoverable amount (higher of value in use
and fair value less costs to sell) with its carrying amount. Any impairment loss is recognised in profit
or loss. Reversal of an impairment loss is recognised to the extent that the recoverable amount of
the investment subsequently increases.
In the Company’s separate financial statements, investments in associates and joint ventures are
accounted for at cost less impairment losses. On disposal of such investments, the difference
between net disposal proceeds and their carrying amounts is included in profit or loss.
2.11 Financial assets Financial assets are recognised in the statements of financial position when, and only when, the
Group and the Company become a party to the contractual provisions of the financial instrument.
When financial assets are recognised initially, they are 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 and the Company determine the classification of their financial assets at initial
recognition, and the categories include financial assets at fair value through profit or loss, loans
and receivables, held-to-maturity investments and available-for-sale financial assets.
(a) Financial assets at fair value through profit or loss
Financial assets are classified as financial assets at fair value through profit or loss if they
are held for trading or are designated as such upon initial recognition. Financial assets held
for trading are derivatives (including separated embedded derivatives) or financial assets
acquired principally for the purpose of selling in the near term.
Subsequent to initial recognition, financial assets at fair value through profit or loss are
measured at fair value. Any gains or losses arising from changes in fair value are recognised
in profit or loss. Net gains or net losses on financial assets at fair value through profit or loss
do not include exchange differences, interest and dividend income. Exchange differences,
interest and dividend income on financial assets at fair value through profit or loss are
recognised separately in profit or loss as part of other losses or other income.
Financial assets at fair value through profit or loss could be presented as current or noncurrent. Financial assets that is held primarily for trading purposes are presented as current
whereas financial assets that is not held primarily for trading purposes are presented as
current or non-current based on the settlement date.
(b) Loans and receivables
Financial assets with fixed or determinable payments that are not quoted in an active market
are classified as loans and receivables.
Subsequent to initial recognition, loans and receivables are measured at amortised cost using
the effective interest method. Gains and losses are recognised in profit or loss when the loans
and receivables are derecognised or impaired, and through the amortisation process.
43
44
(4698-W)
31 December 2014
(cont’d)
2.
2.11 Financial assets (cont’d.)
(b)
Loans and receivables (cont’d.)
Loans and receivables are classified as current assets, except for those having maturity dates
later than 12 months after the reporting date which are classified as non-current.
(c) Held-to-maturity investments
Financial assets with fixed or determinable payments and fixed maturity are classified as held-tomaturity when the Group has the positive intention and ability to hold the investment to maturity.
Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost
using the effective interest method. Gains and losses are recognised in profit or loss when the
held-to-maturity investments are derecognised or impaired, and through the amortisation process.
Held-to-maturity investments are classified as non-current assets, except for those having
maturity within 12 months after the reporting date which are classified as current.
(d) Available-for-sale financial assets
Available-for-sale are financial assets that are designated as available for sale or are not
classified in any of the three preceding categories.
After initial recognition, available-for-sale financial assets are measured at fair value. Any
gains or losses from changes in fair value of the financial asset are recognised in other
comprehensive income, except that impairment losses, foreign exchange gains and 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. Interest income calculated using the effective interest
method is recognised in profit or loss. Dividends on an available-for-sale equity instrument are
recognised in profit or loss when the Group’s and the Company’s right to receive payment is
established.
Investments in equity instruments whose fair value cannot be reliably measured are measured
at cost less impairment loss.
Available-for-sale financial assets are classified as non-current assets unless they are
expected to be realised within 12 months after the reporting date.
A financial asset is derecognised where the contractual right to receive cash flows from the asset
has expired. On derecognition of a financial asset in its entirety, the difference between the carrying
amount and the sum of the consideration received and any cumulative gain or loss that had been
recognised in other comprehensive income is recognised in profit or loss.
Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets
within the period generally established by regulation or convention in the marketplace concerned. All
regular way purchases and sales of financial assets are recognised or derecognised on the trade date
such as the date that the Group and the Company commit to purchase or sell the asset.
2.12 Impairment of financial assets The Group and the Company assess at each reporting date whether there is any objective evidence
that a financial asset is impaired.
Annual Report 2014
31 December 2014
(cont’d)
2.
2.12 Impairment of financial assets (cont’d.)
Trade and other receivables and other financial assets carried at amortised cost
To determine whether there is objective evidence that an impairment loss on financial assets has
been incurred, the Group and the Company consider factors such as the probability of insolvency
or significant financial difficulties of the debtor and default or significant delay in payments. For
certain categories of financial assets, such as trade receivables, receivables that are assessed not
to be impaired individually are subsequently assessed for impairment on a collective basis based
on similar risk characteristics. Objective evidence of impairment for a portfolio of receivables could
include the Group’s and the Company’s past experience of collecting payments, an increase in the
number of delayed payments in the portfolio past the average credit period and observable changes
in national or local economic conditions that correlate with default on receivables.
If any such evidence exists, the amount of impairment loss is measured as the difference between
the asset’s carrying amount and the present value of estimated future cash flows discounted at the
financial asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial
assets with the exception of trade receivables, where the carrying amount is reduced through
the use of an allowance account. When a trade receivable becomes uncollectible, it is written off
against the allowance account.
If in a subsequent period, the amount of the impairment loss decreases and the decrease can be
related objectively to an event occurring after the impairment was recognised, the previously recognised
impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its
amortised cost at the reversal date. The amount of reversal is recognised in profit or loss.
2.13 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, and deposits with licensed banks
that are readily convertible to known amounts of cash and which are subject to an insignificant risk
of change in value.
2.14 Inventories
Inventories are measured at the lower of cost and net realisable value. Cost is determined on a
weighted average basis, and includes expenditure incurred in acquiring the inventories and bringing
them to their existing location and condition. In the case of finished goods and work-in-progress,
cost includes direct materials, direct labour and relevant fixed and variable factory overheads which
include depreciation charges.
Net realisable value is the estimated selling price in the ordinary course of business, less the
estimated costs of completion and the estimated costs necessary to make the sale.
2.15 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of economic resources will be required to settle
the obligation and the amount of the obligation can be estimated reliably.
Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.
If it is no longer probable that an outflow of economic resources will be required to settle the
obligation, the provision is reversed. If the effect of the time value of money is material, provisions
are discounted using a current pre tax rate that reflects, where appropriate, the risks specific to
the liability. When discounting is used, the increase in the provision due to the passage of time is
recognised as a finance cost.
45
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(4698-W)
31 December 2014
(cont’d)
2.
2.16 Financial liabilities
Financial liabilities are classified according to the substance of the contractual arrangements
entered into and the definitions of a financial liability.
Financial liabilities, within the scope of MFRS 139, are recognised in the statements of financial
position when, and only when, the Group and the Company become a party to the contractual
provisions of the financial instrument. Financial liabilities are classified as either financial liabilities
at fair value through profit or loss or other financial liabilities.
(a) Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading
and financial liabilities designated upon initial recognition at fair value through profit or loss.
Financial liabilities held for trading include derivatives entered into by the Group and the
Company that do not meet the hedge accounting criteria. Derivative liabilities are initially
measured at fair value and subsequently stated at fair value, with any resultant gains or losses
recognised in profit or loss. Net gains or losses on derivatives include exchange differences.
(b) Other financial liabilities The Group’s and the Company’s other financial liabilities include trade payables, other
payables and loans and borrowings.
Trade and other payables are recognised initially at fair value plus directly attributable
transaction costs and subsequently measured at amortised cost using the effective interest
method.
Loans and borrowings are recognised initially at fair value, net of transaction costs incurred,
and subsequently measured at amortised cost using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to
defer settlement of the liability for at least 12 months after the reporting date.
For other financial liabilities, gains and losses are recognised in profit or loss when the
liabilities are derecognised, and through the amortisation process.
A financial liability is derecognised when the obligation under the liability is extinguished. When an
existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is
treated as a derecognition of the original liability and the recognition of a new liability, and the
difference in the respective carrying amounts is recognised in profit or loss.
2.17 Employee benefits
(a) Short term benefits
Wages, salaries, bonuses and social security contributions are recognised as an expense in the
year in which the associated services are rendered by employees. Short term accumulating
compensated absences such as paid annual leave are recognised when services are rendered
by employees that increase their entitlement to future compensated absence. Short term nonaccumulating compensated balances such as sick leave are recognised when the absences occur.
Annual Report 2014
31 December 2014
(cont’d)
2.
2.17 Employee benefits (cont’d.)
(b) Defined contribution plans
The Group participates in the national pension schemes as defined by the laws of the countries
in which it has operations. The Malaysian companies in the Group make contributions to the
Employees Provident Fund in Malaysia, a defined contribution pension scheme. Contributions
to defined contribution pension schemes are recognised as an expense in the period in which
the related service is performed.
2.18 Leases
(a) As lessee
Finance leases, which transfer to the Group substantially all the risks and rewards incidental
to ownership of the leased item, are capitalised at the inception of the lease at the fair value
of the leased asset or, if lower, at the present value of the minimum lease payments. Any initial
direct costs are also added to the amount capitalised.
Lease payments are apportioned between the finance charges and reduction of the lease
liability so as to achieve a constant rate of interest on the remaining balance of the liability.
Finance charges are charged to profit or loss. Contingent rents, if any, are charged as
expenses in the periods in which they are incurred.
Leased assets are depreciated over the estimated useful life of the asset. However, if there is
no reasonable certainty that the Group will obtain ownership by the end of the lease term, the
asset is depreciated over the shorter of the estimated useful life and the lease term.
Operating lease payments are recognised as an expense in profit or loss on a straight-line
basis over the lease term. The aggregate benefit of incentives provided by the lessor is
recognised as a reduction of rental expense over the lease term on a straight-line basis.
(b) As lessor
Leases where the Group retains substantially all the risks and rewards of ownership of the
asset are classified as operating leases. Initial direct costs incurred in negotiating an operating
lease are added to the carrying amount of the leased asset and recognised over the lease
term on the same bases as rental income. The accounting policy for rental income is set out
in Note 2.19(d).
2.19 Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to
the Group and the revenue can be reliably measured. Revenue is measured at the fair value of
consideration received or receivable.
(a) Sales of goods
Revenue from sale of goods is measured at the fair value of the consideration received or
receivable, net of returns and commission, trade discounts and rebates. Revenue is recognised
when the significant risks and rewards of ownership have been transferred to the buyer,
recovery of the consideration is probable, the associated costs and possible return of goods
can be estimated reliably, and there is no continuing management involvement with the goods
terms.
(b) Dividend income
Dividend income is recognised when the right to receive payment is established.
47
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(4698-W)
31 December 2014
(cont’d)
2.
2.19 Revenue (cont’d.)
(c) Interest income
Interest income is recognised using the effective interest method.
(d) Rental income
Rental income is accounted for on a straight line basis over the lease terms.
2.20 Income taxes
(a) Current tax
Current tax assets and liabilities are measured at the amount expected to be recovered from
or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are
those that are enacted or substantively enacted by the reporting date.
Current taxes are recognised in profit or loss except to the extent that the tax relates to items
recognised outside profit or loss, either in other comprehensive income or directly in equity.
(b) Deferred tax
Deferred tax is provided using the liability method on temporary differences at the reporting
date between the tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
-
where the deferred tax liability arises from the initial recognition of goodwill or of an
asset or liability in a transaction that is not a business combination and, at the time of
the transaction, affects neither the accounting profit nor taxable profit or loss; and
-
in respect of taxable temporary differences associated with investments in subsidiaries,
associates and interests in joint ventures, where the timing of the reversal of the
temporary differences can be controlled and it is probable that the temporary differences
will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, carry forward of
unused tax credits and unused tax losses, to the extent that it is probable that taxable profit
will be available against which the deductible temporary differences, and the carry forward of
unused tax credits and unused tax losses can be utilised except: -
where the deferred tax asset relating to the deductible temporary difference arises
from the initial recognition of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss; and -
in respect of deductible temporary differences associated with investments in subsidiaries,
associates and interests in joint ventures, deferred tax assets are recognised only to the
extent that it is probable that the temporary differences will reverse in the foreseeable
future and taxable profit will be available against which the temporary differences can be
utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to
the extent that it is no longer probable that sufficient taxable profit will be available to allow all
or part of the deferred tax asset to be utilised.
Annual Report 2014
31 December 2014
(cont’d)
2.
2.20 Income taxes (cont’d.)
(b)
Deferred tax (cont’d.)
Unrecognised deferred tax assets are reassessed at each reporting date and are recognised
to the extent that it has become probable that future taxable profit will allow the deferred tax
assets to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to
the year when the asset is realised or the liability is settled, based on tax rates and tax laws
that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit
or loss. Deferred tax items are recognised in correlation to the underlying transaction either
in other comprehensive income or directly in equity and deferred tax arising from a business
combination is adjusted against goodwill on acquisition.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists
to set off current tax assets against current tax liabilities and the deferred taxes relate to the
same taxable entity and the same taxation authority.
2.21 Segment reporting
For management purposes, the Group is organised into operating segments based on their products
and services which are independently managed by the respective segment managers responsible
for the performance of the respective segments under their charge. The segment managers report
directly to the management of the Company who regularly review the segment results in order to
allocate resources to the segments and to assess the segment performance. Additional disclosures
in each of these segments are shown in Note 33, including the factors used to identify the reportable
segments and the measurement basis of segment information.
2.22 Borrowing costs
Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable
to the acquisition, construction or production of that asset. Capitalisation of borrowing costs
commences when the activities to prepare the asset for its intended use or sale are in progress and
the expenditures and borrowing costs are incurred. Borrowing costs are capitalised until the assets
are substantially completed for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period they are incurred. Borrowing
costs consist of interest and other costs that the Group and the Company incurred in connection
with the borrowing of funds.
2.23 Share capital and share issuance expenses
An equity instrument is any contract that evidences a residual interest in the assets of the Group
and of the Company after deducting all its liabilities. Ordinary shares are equity instruments.
Ordinary shares are recorded at the proceeds received, net of directly attributable incremental
transaction costs. Ordinary shares are classified as equity. Dividends on ordinary shares are
recognised in equity in which they are declared.
2.24 Treasury shares
When shares of the Company, that have not been cancelled, recognised as equity are reacquired,
the amount of consideration paid is recognised directly in equity. Reacquired shares are classified
as treasury shares and presented as a deduction from total equity. No gain or loss is recognised in
profit or loss on the purchase, sale, issue or cancellation of treasury shares. When treasury shares
are reissued by resale, the difference between the sales consideration and the carrying amount is
recognised in equity.
49
50
(4698-W)
31 December 2014
(cont’d)
2.
2.25 Derivative financial instruments
Derivative financial instruments are classified as financial assets or liabilities at fair value through
profit or loss and are initially recognised at fair value on the date on which a derivative contract is
entered into and are subsequently remeasured at fair value at reporting date.
The fair value of forward currency contracts is calculated by reference to marked-to-market (“MTM”)
rates as supplied by the bank.
Any gains or losses arising from changes in fair value on derivative financial instruments are taken
to profit or loss for the year.
2.26 Fair value measurement
The Group measures financial instruments, such as, derivatives at fair value at each reporting date.
Also, fair values of financial instruments measured at amortised cost are disclosed in Note 31B.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is based
on the presumption that the transaction to sell the asset or transfer the liability takes place either:
-
In the principal market for the asset or liability, or
-
In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible to by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants
would use when pricing the asset or liability, assuming that market participants act in their economic
best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximising the use of relevant observable inputs
and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorised within the fair value hierarchy, described as follows, based on the lowest level input that
is significant to the fair value measurement as a whole:
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets and liabilities
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable
Level 3 - Valuation techniques for which the lowest level inputs that is significant to the fair value
measurement is unobservable
For assets and liabilities that are recognised in the financial statements on a recurring basis, the
Group determines whether transfers have occurred between levels in the hierarchy by re-assessing
categorisation (based on the lowest level inputs that is significant to the fair value measurement as
a whole) at the end of each reporting period.
The Group determines the policies and procedures for both recurring fair value measurement, such
as investment properties and unquoted available-for-sale financial assets, and for non-recurring
measurement, such as assets held for distribution in the discontinued operation.
Annual Report 2014
31 December 2014
(cont’d)
2.
2.26 Fair value measurement (cont’d.)
External valuers are involved for valuation of significant assets, such as properties. Involvement of
external valuers is decided upon annually. Selection criteria include market knowledge, reputation,
independence and whether professional standards are maintained.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities
on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair
value hierarchy as explained above.
2.27 Current versus non-current classification
The Group presents assets and liabilities in statement of financial position based on current/noncurrent classification. An asset is current when it is:
-Expected to be realised or intended to be sold or consumed in normal operating cycle; -
Held primarily for the purpose of trading;
-Expected to be realised within twelve months after the reporting period; or
-
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for
at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is current when:
-
It is expected to be settled in normal operating cycle;
-
It is held primarily for the purpose of trading;
-
It is due to be settled within twelve months after the reporting period; or
-There is no unconditional right to defer the settlement of the liability for at least twelve months
after the reporting period.
The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are
classified as non-current assets and liabilities.
3.
Significant accounting judgements and estimates
The preparation of the Group’s financial statements requires management to make judgements, estimates
and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the
disclosure of contingent liabilities at the reporting date. However, uncertainty about these assumptions
and estimates could result in outcome that could require a material adjustment to the carrying amount of
the asset or liability affected in the future.
3.1 Judgements made in applying accounting policies
No critical judgement is made by management in the process of applying the Group’s accounting
policies that have significant effects on the amounts recognised in the financial statements.
51
52
(4698-W)
31 December 2014
(cont’d)
3.
Significant accounting judgements and estimates (cont’d.)
3.2 Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the
reporting date 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) Impairment of goodwill
Goodwill and other indefinite life intangibles are tested for impairment annually and at other
times when such indicators exist. This requires an estimation of the value in use of the cashgenerating units to which goodwill are allocated.
When value in use calculations are undertaken, management must estimate the expected
future cash flows from the asset or cash-generating unit and choose a suitable discount rate in
order to calculate the present value of those cash flows. Further details of the carrying value,
the key assumptions applied in the impairment assessment of goodwill and sensitivity analysis
to changes in the assumptions are disclosed in Note 13.
(b) Provision for restoration costs
The Group has recognised a provision for restoration cost associated with the obligations to
restore the lands at the end of the tenancy period. In determining the amount of the provision,
assumptions and estimates are made in relation to the expected cost to dismantle and remove
the plants from the site and the cost of restoring the land to its original state in accordance
to the accounting policy in Note 2.15. The amount of the provision provided for as at 31
December 2014 was RM1,648,000 (2013 : RM1,232,000), as disclosed in Note 20.
4.Revenue
Revenue represents the net invoiced value of cement and related products, net of returns and commission,
trade discounts and rebates.
5.
Finance cost
Group
2014 2013
RM’000 RM’000
Interest expense on:
Bankers’ acceptance
327 171
Interest expense capitalised in:
Unwinding of discount (Note 20)
70 26
397 197
Annual Report 2014
31 December 2014
(cont’d)
6.
Profit before tax
The following items have been included in arriving at profit before tax:
Group
Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
After charging:
Auditors’ remuneration
- Statutory audit
127 120 87 84
- Other services
6
6
6
6
Allowance for obsolete stock
310 134 310 134
Amortisation of intangible assets
286 294 279 294
Amortisation of prepaid lease payments
5
5
5
5
Depreciation of property, plant and equipment
45,322 44,234 40,572 39,163
Inventories written off
267 190 267 190
Net fair value loss on derivatives 10 -
10 Property, plant and equipment written off
270 467 55 389
Loss on disposal of property, plant and equipment
-
1
-
Rental of premises
2,670 1,641 201 189
Waiver of advances to a joint venture entity
101 -
-
Waiver of advances to a subsidiary
-
-
101 and after crediting:
Gain on disposal of property, plant and equipment
469 1,103 212 413
Gross dividends received from investments
- subsidiary
-
-
60 - associate
-
-
9,000 5,280
Interest income
- deposits with licensed banks
12,757 13,940 12,485 13,891
- subsidiary
-
-
223 166
Rental income
612 578 794 790
Reversal of allowance for obsolete inventories
-
55 -
55
Reversal of provision for restoration costs
50 124 -
Reversal on impairment loss on receivables
59 -
-
7.Employee benefits expense
Group
Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Wages and salaries 34,564 30,442 27,623 24,725
Contributions to defined contribution plan
3,662 3,149 3,086 2,620
38,226 33,591 30,709 27,345
Included in employee benefits expense of the Group and of the Company is the executive director’s
remuneration as disclosed in Note 8.
53
54
(4698-W)
31 December 2014
(cont’d)
8.
Directors’ remuneration
The details of remuneration receivable by directors of the Company during the year are as follows:
Group and Company
2014 2013
RM’000 RM’000
Executive: Salaries and other emoluments
Fees
1,240 60 1,070
60
Total executive director’s remuneration
1,300 1,130
Non-Executive:
Fees 395 Other emoluments
16 455
19
Total non-executive directors’ remuneration
411 474
Total directors’ remuneration
1,711 1,604
The number of directors of the Company whose total remuneration during the financial year fall within the
following bands are analysed below:
Number of directors
2014 2013
Executive directors: RM500,001 - RM1,500,000
1
1
Non-Executive directors: Below RM50,000
-
1
RM50,001 - RM100,000
2
3
RM100,001 - RM150,000
2
2
9.
Income tax expense
Major components of income tax expense
The major components of income tax expense for the year ended 31 December 2014 and 2013 are:
Group
Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Statements of comprehensive income:
Current income tax:
- Malaysian income tax
34,163 29,120 33,552 28,447
- Over provision in respect of prior years
(36)
(337)
(32)
(349)
34,127 28,783 33,520 28,098
Annual Report 2014
31 December 2014
(cont’d)
9.
Income tax expense (cont’d.)
Major components of income tax expense (cont’d.)
Group
Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Deferred income tax (Note 24):
- Origination and reversal of temporary differences
(2,890)
(1,946)
(2,657)
(1,696)
- Under/(over) provision in respect of prior years
42 304 (30)
319
(2,848)
(1,642)
(2,687)
(1,377)
Income tax expense recognised in profit or loss
31,279 27,141 30,833 26,721
Domestic income tax is calculated at the Malaysian statutory tax rate of 25% of the estimated assessable
profit for the year. The statutory tax rate will be reduced to 24% from the current year’s tax rate of 25%,
effective Year of Assessment 2016. The effect of the change in future tax rate to deferred income tax of
the Group and of the Company is determined not to be significant.
Reconciliation between tax expense and accounting profit
The reconciliation between tax expense and the product of accounting profit multiplied by the applicable
corporate tax rate for the years ended 31 December 2014 and 2013 is as follows:
Group
Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Profit before tax
136,322 121,044 131,566 111,102
Tax at Malaysian statutory tax rate of 25%
34,080 30,261 32,892 Adjustments:
Non-deductible expenses
676 725 268 Income not subject to taxation
-
-
(2,265)
Over provision of income tax in respect of
previous years
(36)
(337)
(32)
Under/(over) provision of deferred taxation in
respect of prior years
42 304 (30)
Share of result of associates
(3,483)
(3,812)
-
27,776
Income tax expense recognised in profit or loss 31,279 26,721
27,141 30,833 295
(1,320)
(349)
319
-
55
56
(4698-W)
31 December 2014
(cont’d)
10.Earnings per share (i) Basic The basic earnings per share are calculated by dividing profit for the year, net of tax, attributable
to equity holders of the Company by the weighted average number of ordinary shares outstanding
The following tables reflect the profit and share data used in the computation of basic earnings per
share for the years ended 31 December:
Group
2014 2013
RM’000 RM’000
Profit net of tax attributable to equity holders of the Company
105,043 93,903
Less : 6% Preference dividend (20)
(20)
Proportion of profit attributable to preference shareholders
(284)
(254)
Profit net of tax attributable to equity holders of the Company used in the
computation of basic earnings per share
104,739 93,629
121,143 121,143
Weighted average number of ordinary shares in issue *
*The weighted average number of shares takes into account the weighted average effect of
changes in treasury shares transactions during the year.
Basic earnings per share (sen) for Profit for the year
86.46 77.29
(ii) Diluted
There is no dilutive effects on earnings per share as the Company has no potential issue of ordinary
shares.
At 31 December 2014
27,005 22,348 191,675 719,117 21,786 38,430 15,176 1,035,537
11.Property, plant and equipment
Long term Furniture Capital Freehold leasehold Plant and Motor and work in land land Buildings machinery vehicles equipment progress Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Group
Cost: At 1 January 2013
27,005 22,260 193,541 688,890 20,547 35,366 7,674 995,283
Additions
-
207 66 1,955 358 881 29,622 33,089
Transfers
-
-
117 21,610 555 2,206 (24,488)
Disposals
-
-
-
(8,581)
-
(13)
-
(8,594)
Write off
-
-
(2,860)
(7,243)
(1)
(595)
-
(10,699)
At 31 December 2013 27,005 22,467 190,864 696,631 21,459 37,845 12,808 1,009,079
At 1 January 2014
27,005 22,467 190,864 696,631 21,459 37,845 12,808 1,009,079
Additions
-
177 690 814 591 1,117 30,676 34,065
Transfers
-
-
129 27,561 349 269 (28,308)
Disposals
-
-
-
(3,147)
(543)
(164)
-
(3,854)
Write off
-
-
(8)
(2,742)
(70)
(637)
-
(3,457)
Reclassification
-
(296)
-
-
-
-
-
(296)
Annual Report 2014
31 December 2014
(cont’d)
57
11,257 32,135 27,005 17,365 53,041 177,277 10,529 6,295 15,176 306,688
541,840 At 31 December 2014
138,634 689,828
45,322
(2,818)
(3,187)
(296)
319,251
4,983 689,828
Net carrying amount:
At 31 December 2013
27,005 17,817 57,757 185,625 10,994 7,245 12,808 -
-
-
728,849
At 31 December 2014
30,600 2,261 (105)
(621)
-
30,600 -
10,465 1,328 (470)
(66)
-
133,107 At 1 January 2014
-
4,650 133,107 511,006 Charges for the year
-
629 5,529 35,575 Disposals
-
-
-
(2,243)
Write off
-
-
(2)
(2,498)
Reclassification
-
(296)
-
-
4,650 10,465 -
511,006 At 31 December 2013
11. Property, plant and equipment (cont’d.)
Group
Accumulated depreciation:
At 1 January 2013
-
4,035 130,448 488,546 9,201 28,572 -
660,802
Charges for the year
-
615 5,514 34,222 1,265 2,618 -
44,234
Disposals
-
-
-
(4,965)
-
(11)
-
(4,976)
Write off
-
-
(2,855)
(6,797)
(1)
(579)
-
(10,232)
58
(4698-W)
31 December 2014
(cont’d)
190,864 At 31 December 2014
27,005 8,060 191,675 690,389 20,933 20,518 591 268 (384)
(60)
8,060 At 1 January 2014
27,005 8,060 190,864 670,710 Additions -
-
690 136 Transfers
-
-
129 20,293 Disposals -
-
-
(60)
Write off
-
-
(8)
(690)
27,005 20,518 At 31 December 2013
670,710 36,277 35,688 1,106 98 -
(615)
35,688 14,515 11,405 23,898 (20,788)
-
-
11,405 988,854
964,250
26,421
(444)
(1,373)
964,250
Company
Cost: At 1 January 2013
27,005 8,060 193,541 658,470 19,606 33,174 7,143 946,999
Additions
-
-
66 403 358 845 26,275 27,947
Transfers -
-
117 19,135 555 2,206 (22,013)
Disposals
-
-
-
(940)
-
(6)
-
(946)
Write off
-
-
(2,860)
(6,358)
(1)
(531)
-
(9,750)
Annual Report 2014
31 December 2014
(cont’d)
59
10,685 30,829 10,248 5,448 14,515 276,932
528,869 At 31 December 2014
27,005 5,154 53,042 161,520 138,633 673,112
40,572
(444)
(1,318)
291,138
2,906 673,112
Net carrying amount:
At 31 December 2013
27,005 5,252 57,758 172,819 10,615 6,284 11,405 -
-
-
711,922
At 31 December 2014
29,404 2,031 -
(606)
29,404 -
9,903 1,226 (384)
(60)
133,106 At 1 January 2014
-
2,808 133,106 497,891 Charges for the year
-
98 5,529 31,688 Disposals
-
-
-
(60)
Write off -
-
(2)
(650)
2,808 9,903 -
497,891 At 31 December 2013
Company
Accumulated depreciation:
At 1 January 2013
-
2,710 130,447 474,775 8,781 27,543 -
644,256
Charges for the year
-
98 5,514 30,033 1,123 2,395 -
39,163
Disposals -
-
-
(940)
-
(6)
-
(946)
Write off
-
-
(2,855)
(5,977)
(1)
(528)
-
(9,361)
60
(4698-W)
31 December 2014
(cont’d)
Annual Report 2014
31 December 2014
(cont’d)
12.Prepaid lease payments
Leasehold land with unexpired period less than 50 years:
Group and Company
2014 2013 RM’000 RM’000
Cost
At 1 January and 31 December:
147 147
Accumulated amortisation
At 1 January
130 125 Amortisation for the year
5
5
At 31 December
135 130
Net carrying amount
12 17 Amount to be amortised
- Not later than one year
5
5
- Later than one year but not later than five years
7
12 - Later than five years
-
-
13.Intangible assets Group
Company Computer Computer software Goodwill Total software RM’000 RM’000 RM’000 RM’000 Cost:
At 1 January 2013 3,549 389 3,938 3,549 Additions 98 -
98 87
At 31 December 2013 and 1 January 2014
3,647 389 4,036 3,636 Additions 311 -
311 277
At 31 December 2014
3,958 389 4,347 3,913
Accumulated amortisation and impairment:
At 1 January 2013
2,586 -
2,586 2,586 Amortisation 294 -
294 294
At 31 December 2013 and 1 January 2014
2,880 -
2,880 2,880 Amortisation 286 -
286 279
At 31 December 2014
3,166 -
3,166 3,159
61
62
(4698-W)
31 December 2014
(cont’d)
13. Intangible assets (Cont’d.)
Group
Company Computer Computer software Goodwill Total software RM’000 RM’000 RM’000 RM’000 Net carrying amount:
At 31 December 2013
767 389 1,156 756 At 31 December 2014 792 389 1,181 754 The recoverable amount of the investment in subsidiary and goodwill was determined by discounting the
future cash flows projected based on actual operating results and management’s assessment of future
trends in the ready-mixed concrete industry. No impairment loss is recognised during the year as the
recoverable amount is higher than the carrying amount.
14.Investment in subsidiaries
Company
2014 2013 RM’000 RM’000
Unquoted shares, at cost In Malaysia
47,984 47,984 Outside Malaysia *
-
47,984 47,984 Less: Accumulated impairment losses
(16,633)
(16,633)
31,351 31,351
* Negligible
Proportion (%) of Country of
Principal ownership interest
Name
incorporation activities 2014 2013 Posek Pembangunan Sdn Bhd
Malaysia
Dormant
100 100 Tasek Property Holdings Sdn Bhd Malaysia
Investment holding
100 100 Tasek Plantation Sdn Bhd Malaysia
Dormant
100 100 Tasek Concrete Sdn Bhd Malaysia
Manufacture and trading of 100 100 ready-mixed concrete
Tasek Industries Sdn Bhd Malaysia
Dormant
100 100 Tasek Cement Quarries Sdn Bhd Malaysia
Quarry operation
100 100 Tasek Holdings Pte Ltd **
Singapore
Dormant
100 100 ** Not audited by Ernst & Young. Annual Report 2014
31 December 2014
(cont’d)
15. Investment in joint venture
Group
2014 2013 RM’000 RM’000 Unquoted shares at cost
*
*
Group’s share of post acquisition reserves
1
1
-
* RM150
A subsidiary has an investment in a joint venture, North Plaza Sdn Bhd (“NPSB”). The Group has an
effective ownership interest of 15% (2013 : 15%) in NPSB. The intended principal activity of NPSB is
property development. During the year, the shareholders of NPSB agreed to proceed with the members’
voluntary liquidation of NPSB following the Federal Court’s decision in 2012 to uphold the Court of
Appeal’s decision on the Sale and Purchase Agreement signed on 9 January 2007 with the liquidator,
City Centre Sdn Bhd to be enforceable hence reversing the decision of the High Court which authorised
the sale of the land to NPSB.
As at the date of reporting, NPSB is undergoing members’ voluntary liquidation, hence no financial
statements are available.
16. Investment in associates
(a) Details of the Company’s associates are as follows:
Group
Company
2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Unquoted shares, at cost 21,592 21,592 21,592 21,592 Group’s share of post-acquisition reserves
89,998 85,065 -
-
Less: Accumulated impairment losses
111,590 (1,200)
106,657 (1,200)
21,592 (1,200)
21,592 (1,200)
110,390 105,457 20,392 20,392
Details of the associates are as follows:
% of ownership Country of Principal Accounting interest held by the Name
incorporation activities model applied Group* 2014 2013 Cement Industries Malaysia Manufacture Equity 30 30 (Sabah) Sdn Bhd
and sale of method cement Padu-Wangsa Sdn Bhd Malaysia Intention to Equity 29 29 establish a method clinker plant in Sabah
* equals to the proportion of voting rights held
These associates have the same reporting period as the Group.
63
Revenue
-
-
462,310 (Loss)/profit before tax
(319)
(259)
64,480 (Loss)/profit for the year
(346)
(281)
48,360 Total comprehensive (loss)/income
(346)
(281)
48,360 Dividend received from the associates during the year
-
-
9,000 462,310 64,161 48,014 48,014 9,000 444,824 69,699 52,274 52,274 5,280 5,280 51,993 51,993 69,440 444,824 TASEK CORPORATION BERHAD
Total net assets
40,224 40,570 330,701 312,341 370,925 352,911 (II) Summarised statements of comprehensive income
Padu-Wangsa Sdn Bhd
CIS Total
2014 2013 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 16. Investment in associates (cont’d.)
(b) Summarised financial information in respect of each of the Group’s associates is set out below. The summarised financial information
represents the amounts in the MFRS financial statements of the associates and not the Group’s share of those amounts.
(I) Summarised statements of financial position
Padu-Wangsa Sdn Bhd
CIS Total
2014 2013 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 Assets and liabilities
Current assets
57 50 213,353 165,024 213,410 165,074 Non-current assets
50,961 50,961 156,206 160,429 207,167 211,390
Total assets
51,018 51,011 369,559 325,453 420,577 376,464
Current liabilities
10,794 10,441 29,886 2,563 40,680 13,004 Non-current liabilities
-
-
8,972 10,549 8,972 10,549
Total liabilities
10,794 10,441 38,858 13,112 49,652 23,553 64
(4698-W)
31 December 2014
(cont’d)
16. Investment in associates (cont’d.)
(III)Reconciliation of the summarised financial information presented above to the carrying amount of the Group’s interest in associates
Padu-Wangsa Sdn Bhd
CIS Total
2014 2013 2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 Net assets at 1 January
40,570 40,851 312,341 277,667 352,911 318,518 (Loss)/profit for the year
(346)
(281)
48,360 52,274 48,014 51,993 Dividend -
-
(30,000)
(17,600)
(30,000)
(17,600)
Net assets at 31 December
40,224 40,570 330,701 312,341 370,925 352,911 Consolidation adjustment
3,524 -
(1,024)
3,964 2,500 3,964
43,748 40,570 329,677 316,305 373,425 356,875 Interest in associates
29%
29%
30%
30%
12,687 11,765 98,903 94,892 111,590 106,657 Impairment
(1,200)
(1,200)
-
-
(1,200)
(1,200)
Carrying value of Group’s interest in associates
11,487 10,565 98,903 94,892 110,390 105,457
Annual Report 2014
31 December 2014
(cont’d)
65
66
(4698-W)
31 December 2014
(cont’d)
17.Inventories Group
Company
2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 At cost
Raw materials 12,574 12,901 12,109 12,219 Work-in-progress
12,319 19,469 12,319 19,469 Finished goods 4,638 5,628 4,638 5,628 Consumable stores
72,374 68,873 72,245 68,805
101,905 106,871 101,311 106,121 18. Trade and other receivables
Group
Company
2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Non-current
Other receivables
Other receivables
3,266 2,879 -
-
Loan to a subsidiary
-
-
3,825 1,546
3,266 2,879 3,825 1,546
Current
Trade receivables
Third parties
79,566 61,214 27,510 20,598 Amounts due from:
- Subsidiary
-
-
20,954 18,505 - Related companies
6,095 7,587 6,095 6,227
85,661 68,801 54,559 45,330
Less: Allowance for impairment
- third parties
(298)
(357)
-
Trade receivables, net
85,363 68,444 54,559 45,330
Annual Report 2014
31 December 2014
(cont’d)
18. Trade and other receivables (cont’d.)
Group
Company
2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Other receivables
Amounts due from subsidiaries
-
-
450 857 Loan to a subsidiary
-
-
2,278 773 Other receivables
8,855 8,294 1,992 3,411 Deposits
1,542 1,126 164 262 Prepayments
2,210 2,174 1,343 1,317
12,607 11,594 6,227 6,620
Less: Allowance for impairment
- third parties
(385)
(385)
(385)
(385)
Other receivables, net
12,222 11,209 5,842 6,235
Trade and other receivables
97,585 79,653 60,401 51,565 Total trade and other receivables (current and non-current)
100,851 82,532 64,226 53,111 Less: Prepayments
(2,210)
(2,174)
(1,343)
(1,317)
Add: Cash and bank balances (Note 19)
303,820 400,458 296,221 394,243 Total loans and receivables
402,461 480,816 359,104 446,037 Trade receivables are non-interest bearing and are generally on 30 to 90 days (2013 : 30 to 90 days)
terms. They are recognised at their original invoice amounts which represent their fair value on initial
recognition.
Subsequent to initial recognition, receivables are stated at cost less allowance for impairment of doubtful
debts. Receivables are not held for the purpose of trading.
(a) Trade receivables
Ageing analysis of trade receivables
The ageing analysis of the Group’s and of the Company’s trade receivables is as follows:
Group
Company
2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Neither past due nor impaired
81,227 65,929 54,559 45,281
1 to 30 days past due not impaired 31 to 60 days past due not impaired
61 to 90 days past due not impaired
91 to 120 days past due not impaired 1,772
538
335
1,491
472
414
669
960
-
49
-
Impaired
4,136 298 2,515 357 -
-
49
-
85,661 68,801 54,559 45,330
67
68
(4698-W)
31 December 2014
(cont’d)
(a) Trade receivables (cont’d.)
Ageing analysis of trade receivables (cont’d.)
During the financial year, the Group and the Company took possession of collateral it held as
security as follows:
Group
2014 2013 RM’000 RM’000 Bankers’ guarantee
12,470 13,370 Corporate guarantee
17,923 10,391 Personal guarantee
39,840 32,460 Security deposits received (Note 19)
2,402 2,450 Company
2014 2013 RM’000 RM’000 12,470
13,656
4,071
2,402
12,770
6,678
6,280
2,450
Receivables that are neither past due nor impaired
Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment
records with the Group and the Company. More than 60% (2013 : 60%) of the Group’s and of the
Company’s trade receivables arise from customers with more than three years of experience with
the Group.
None of the Group’s and of the Company’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
The Group and the Company have trade receivables amounting to RM4,136,000 (2013 : RM2,515,000)
and NIL (2013 : RM49,000) respectively that are past due at the reporting date but not impaired
because there has been no significant change in their credit quality and the amounts are considered
recoverable.
Receivables that are impaired
The Group’s trade receivables that are impaired at the reporting date and the movement of the
allowance accounts used to record the impairment are as follows:
Collectively
Individually
impaired
impaired
Total
2014 2013 2014 2013 2014 2013 Group
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 Trade receivables
-nominal amounts
-
-
298 357 298 357 Less :
Allowance for impairment -
-
(298)
(357)
(298)
(357)
- -
-
-
-
-
Annual Report 2014
31 December 2014
(cont’d)
(a) Trade receivables (cont’d.)
Group
2014 2013
RM’000 RM’000
Movement in allowance accounts:
At 1 January
357 411
Reversal of impairment losses
(59)
Impairment losses written-off
-
(54)
At 31 December
298 357
Trade receivables that are individually determined to be impaired at the reporting date relate to
debtors that have defaulted in payments. These receivables are not secured by any collateral or
credit enhancements.
(b) Related party balances
Loan to a subsidiary
Loan to a subsidiary is unsecured and bears interests at 5.73% to 6.58% (2013 : 5.73%) per annum
and shall be repaid within 4 years (2013 : 4 years) via monthly installments.
Amounts due from subsidiaries (non-trade)
The non-trade balances with subsidiaries are unsecured, non-interest bearing and are repayable
upon demand.
(c) Other receivables Non current other receivable relate to amounts owing from third parties for the disposal of a
subsidiary’s mixer trucks under the lorry-owned driver (“LOD”) schemes on a deferred payment
basis.
19. Cash and bank balances
Group
Company
2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Cash at banks and on hand
32,000 17,417 24,601 11,402
Short term deposits with licensed banks 271,820 383,041 271,620 382,841
303,820 400,458 296,221 394,243
69
70
(4698-W)
31 December 2014
(cont’d)
19. Cash and bank balances (cont’d.)
For the purpose of the statements of cash flows, cash and cash equivalents comprise the following as at
the end of the financial year: Group
Company
2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Total cash and bank balances
303,820 400,458 296,221 394,243 Less: Short-term deposits more than three months (95,000)
(240,000)
(95,000)
(240,000)
208,820 160,458 201,221 154,243 Short-term deposits with licensed banks are made with maturity periods of 31 to 365 days (2013 : 31 to
365 days) and earn interests at the rate of 3.05% to 4.05% (2013 : 2.00% to 3.50%) per annum.
Included in the short-term deposits with licensed banks of the Group and of the Company are security
deposits received from customers amounting to RM2,402,000 (2013 : RM2,450,000) to secure against
trade credit facilities granted with maturity period of 31 to 365 days (2013 : 31 to 365 days), as disclosed
in Note 18(a).
20.Provision
Group
Restoration cost
2014 2013 RM’000 RM’000 At 1 January
1,232 1,272 Arose during the year 549 305 Unwinding of discount (Note 5)
70 26 Reversal of provision (Note 6)
(50)
(124)
Payments during the year
(153)
(247)
At 31 December
1,648 1,232 At 31 December Current
774 698
Non-current:
Later than 1 year but not later than 2 years
754 534 Later than 2 years but not later than 5 years
120 874 534
1,648 1,232
Provision for restoration costs
A provision is recognised for restoration cost associated with the obligations to restore the lands at the
end of the tenancy period. It is expected that most of these costs will be incurred in the next two financial
years and all will have been incurred within three years from the reporting date. Assumptions used to
calculate the expected cost to dismantle and remove the plants from the site and the cost of restoring the
land to its original state were based on the management’s best estimates.
Annual Report 2014
31 December 2014
(cont’d)
21.Loans and borrowings
Group
2014 2013 RM’000 RM’000 Current
Unsecured:
10,871 6,024
The bank facilities of a subsidiary are subject to the fulfillment of the following significant covenants:
(i) No dilution or divestment in the present 100% shareholding of the Company in the subsidiary
without the lender bank’s prior consent.
(ii) Gearing and minimum interest cover ratio of 2:1 at all times.
(iii)The subsidiary must be technically solvent at all times.
The bankers’ acceptance bears interest ranging from 3.20% to 3.87% (2013 : 3.18% to 3.52%) per annum.
22. Trade and other payables
Group
Company
2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Current
Trade payables
Third parties
53,572 41,682 32,064 24,068 Amounts due to a subsidiary
-
-
194 1,152 53,572 41,682 32,258 25,220 Other payables
Accrued operating expenses
10,818 9,353 6,496 6,384 Other payables
26,684 20,931 26,637 20,526 Security deposits received
2,402 2,450 2,402 2,450 Amounts due to:
- Related companies
35 28 -
-
- Subsidiaries
-
-
35 43 32,762 35,570 29,403 93,511 74,444 Total trade and other payables
93,511 74,444 Add: Loans and borrowings (Note 21) 10,871 6,024 67,828 54,623
67,828 -
54,623 -
67,828 54,623
Total financial liabilities carried at amortised cost 39,939 104,382 80,468 71
72
(4698-W)
31 December 2014
(cont’d)
22. Trade and other payables (Cont’d.)
(a) Trade payables These amounts are non-interest bearing. Trade payables are normally settled on 30 to 90 days
(2013 : 30 to 90 days) terms. (b) Other payables
These amounts are non-interest bearing. Other payables are normally settled on an average term
of three months (2013 : average term of three months).
(c) Related party balances Amounts due to related companies
Amounts due to related companies are unsecured, non-interest bearing and repayable upon
demand.
Amounts due to subsidiaries
These amounts are unsecured, non-interest bearing and repayable on demand.
23.Derivatives
Group and Company
2014
2013
RM’000RM’000
Contract/ Contract/ notional notional amount Assets Liabilities amount
Assets Liabilities
Non-hedging derivatives:
Current Forward currency contracts
5,719 -
10 -
-
The Group and the Company use forward currency contracts to manage some of the transaction exposure.
These contracts are not designated as cash flow or fair value hedges and are entered into for periods
consistent with currency transaction exposure and fair value changes exposure. Such derivatives do not
qualify for hedge accounting.
Forward currency contracts are used for the Group’s sales and purchases denominated in United States
Dollar (“USD”) and EURO for which firm commitments existed at the reporting date, extending to January
2015 (2013 : NIL).
During the financial year, the Group recognised a loss of RM10,000 (2013 : NIL) arising from fair value
changes of derivative assets. The fair value changes are attributable to changes in the marked-tomarket (“MTM”) and forward rates. The method and assumptions applied in determining the fair values of
derivatives are disclosed in Note 31.
Recognised As at Recognised As at in profit or 31 December in profit or 31 December loss 2013 loss 2014 RM’000 RM’000 RM’000 RM’000 As at
1 January
2013
RM’000
Recognised As at Recognised As at in profit or 31 December in profit or 31 December loss 2013 loss 2014 RM’000 RM’000 RM’000 RM’000
There are no income tax consequences (2013 : NIL) attached to the dividends to the shareholders proposed by the Company but not recognised
as a liability in the financial statements.
Deferred tax assets: Impairment loss on receivables
96 -
96 -
96 Others
1,312 (49)
1,263 214 1,477
1,408 (49)
1,359 214 1,573 (31,645)
1,377 (30,268)
2,687 (27,581)
Tax consequences of proposed dividends
Deferred tax liabilities:
(33,053)
1,426 (31,627)
2,473 (29,154)
Company
Deferred tax assets: Impairment loss on receivables
96 -
96 -
96 Others
1,811 (800)
1,011 673 1,684
1,907 (800)
1,107 673 1,780 (34,085)
1,642 (32,443)
2,848 (29,595)
Deferred tax liabilities:
(35,992)
2,442 (33,550)
2,175 (31,375)
Group
As at
1 January
2013
RM’000
24.Deferred tax
Deferred income tax as at 31 December relates to the following:
Annual Report 2014
31 December 2014
(cont’d)
73
74
(4698-W)
31 December 2014
(cont’d)
25. Share capital, share premium and treasury shares
Group and Company
Number of shares of
RM1.00 each
Amount
2014 2013 2014 2013
’000 ’000 RM’000 RM’000
Share capital
Authorised:
6% cumulative participating preference shares
of RM1.00 each
500 500 500 500
Ordinary shares of RM1.00 each
299,500 299,500 299,500 299,500
300,000 300,000 300,000 300,000
Issued and fully paid:
6% cumulative participating preference shares of RM1.00 each
At 1 January/31 December
335 335 335 335
Ordinary shares of RM1.00 each
123,621 123,621 123,621 123,621
Total
123,956 123,956 123,956 123,956
Group and Company 2014 2013
RM’000 RM’000
Share premium
133,946 133,946
Treasury shares
(20,633)
(20,633)
(a) Share capital
The holders of ordinary shares (except treasury shares) are entitled to receive dividends as and
when declared by the Company. All ordinary shares carry one vote per share without restrictions
and rank equally with regard to the Company’s residual assets.
Annual Report 2014
31 December 2014
(cont’d)
25. Share capital, share premium and treasury shares (CONT’D.)
(b) 6% cumulative participating preference shares
The salient features of the 6% cumulative participating preference shares issued by the Company
are as follows :
(a)The right to a fixed cumulative preference dividend of 6% per annum;
(b)The right to further participation in the profits and in the assets in case of liquidation with the
ordinary shares;
(c)Entitled to a return of capital in preference to holders of ordinary shares when the Company
is wound up;
(d) Have the same rights as ordinary shareholders as regards receiving notices, reports and
statements of financial position and attending general meetings of the Company; and
(e)
Have the right to vote in each of the following circumstances :
(i) When the dividend or part of the dividend on the share is in arrears for more than 6 months;
(ii)On a proposal to reduce the Company’s share capital;
(iii)On a proposal for the disposal of the whole of the Company’s property, business and undertaking;
(iv)On a proposal that affects rights attached to the share;
(v)On a proposal to wind up the Company; and (vi) During the winding up of the Company.
(c) Treasury shares
In the financial year 2012, the Company bought back 2,478,300 of its issued ordinary shares from
the open market at an average price of RM8.33 per share. The total consideration paid for the
share buy-back including transaction cost was RM20,633,000. The shares bought back were held
as treasury shares in accordance with Section 67A of the Companies Act, 1965.
(d) Share premium
The share premium account may be applied in paying up unissued shares as fully paid bonus shares.
26. Reserves
Group
Company
2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Non-distributable :
Capital redemption reserve
398 398 398 398 Distributable : General reserve
115,347 115,347 115,347 115,347 Retained profits
432,309 545,946 338,722 456,669
547,656 661,293 454,069 572,016 Total
548,054 661,691 454,467 572,414 75
76
(4698-W)
31 December 2014
(cont’d)
26. Reserves (cont’d.)
(a) Capital redemption reserve
The capital redemption reserve arises from the cancellation of treasury shares in accordance with
Section 67A of the Companies Act, 1965.
(b) General reserve
General reserve was transferred from retained profits in previous years.
(c) Retained profits
The Company may distribute dividends out of its entire retained profits as at 31 December 2014 and
31 December 2013 under the single tier system.
27.Dividends Group and Company
2014 2013 RM’000
RM’000 Recognised during the financial year: Dividends on Ordinary Shares:
- Final single tier dividend for 2013 : 30 sen (2012 : 22.5 sen net of tax) per share
36,343 27,257 - Special single tier dividend for 2013 : 60 sen (2012 : 45 sen net of tax) per share
72,686 54,514 - Interim single tier dividend for 2014 : 40 sen (2013 : 24 sen net of tax) per share
48,457 29,074 - Special interim single tier dividend for 2014 : 50 sen (2013 : 30 sen) per share
60,571 36,343 Dividends on 6% Cumulative Participating Preference Shares:
- Cumulative dividend for 2013 : 6 sen (2012 : 6 sen) per share
20 20 - Final single tier dividend for 2013 : 30 sen (2012 : 30 sen) per share
101 101 - Special single tier dividend for 2013 : 60 sen (2012 : 60 sen) per share
201 201 - Interim single tier dividend for 2014 : 40 sen (2013 : 32 sen) per share 134 107 - Special interim single tier dividend for 2014 : 50 sen (2013 : 30 sen) per share
167 101
218,680 147,718
Annual Report 2014
31 December 2014
(cont’d)
27. Dividends (cont’d.) Proposed but not recognised as a liability as at 31 December:
At the forthcoming Annual General Meeting, the following dividends will be proposed for shareholders’
approval:
Group and Company
2014 2013 RM’000
RM’000 Dividends on Ordinary Shares:
- Final dividend for 2014 : 30 sen (2013 : 30 sen) per share
36,343 36,343 - Special dividend for 2014 : 50 sen (2013 : 60 sen) per share
60,571 72,686
Dividends on 6% Cumulative Participating Preference Shares:
- Cumulative dividend for 2014 : 6 sen
(2013 : 6 sen) per share
20 20 - Final dividend for 2014 : 30 sen
101 101 - Special dividend for 2014 : 50 sen
167 201 The financial statements for the current financial year do not reflect the proposed dividends. Such
dividends, if approved by the shareholders, will be accounted for in equity as an appropriation of retained
profits for the financial year ending 31 December 2015.
28. Related party disclosures
(a) Sale and purchase of goods and services In addition to the related party information disclosed elsewhere in the financial statements, the
following significant transactions between the Group and related parties took place at terms agreed
between the parties during the financial year:
Group
Company
2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000
Sale of finished goods to: - Companies in which major shareholders have interests
33,959 44,963 28,320 25,012 - A subsidiary
-
-
67,677 72,468 Purchase of raw materials from:
- A subsidiary
-
-
4,195 5,887 Dividends received from:
- A subsidiary
-
-
60 -
- Associates
-
-
9,000 5,280
77
78
(4698-W)
31 December 2014
(cont’d)
28. Related party disclosures (cont’d.) (a) Sale and purchase of goods and services (cont’d.) Group
Company
2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000
Interest income from:
- A subsidiary
-
-
223 166 Rental of premises received
from/(paid to):
- A subsidiary
-
-
206 212 - Related companies (274)
(229)
(236)
(189)
Registrar fees and expenses paid to a related company
(18)
(18)
(18)
(18)
(b) Account balances with related parties
Account balances with related parties of the Group and of the Company at year end are as follows:
Group
Company
2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Amount due from
Account balances with companies in which major shareholders have interests
Hume Marketing Co Sdn. Bhd.
5,129 3,651 5,129 3,651 Kimsik Company Sdn Bhd
374 357 374 357 Account balances with related company
HL Building Materials Pte Ltd
-
2,023
-
2,023
HL-Manufacturing Industries Sdn Bhd
592 1,556 592 181 Account balances with joint venture North Plaza Sdn Bhd
11 112 -
-
(c) Compensation of key management personnel
Group
Company
2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Employee benefits short-term
2,369 2,689 2,108 2,465 Annual Report 2014
31 December 2014
(cont’d)
29. Commitments
(a) Capital commitments
Capital expenditure as at the reporting date is as follows: Group
Company
2014 2013 2014 2013 RM’000 RM’000 RM’000 RM’000 Capital expenditure
Approved and contracted for:
13,787 10,930 12,152 6,580 Approved but not contracted for:
Property, plant and equipment 8,178 11,420 7,611 8,312
21,965 22,350 19,763 14,892
b) Operating lease commitments – as lessee Future minimum rentals payable under non-cancellable operating leases at the reporting date are as follows:
Group
2014 2013 RM’000 RM’000 Not later than 1 year
1,973 2,100 Later than 1 year but not later than 5 years
908 1,675
2,881 3,775 The Group leases plant site under operating leases. The leases typically run for a period of one
to three years, with an option to renew the leases after that date. None of the leases include
contingent rentals.
30.Contingent liabilities
The Group is providing continuing financial support to North Plaza Sdn Bhd (“NPSB”), a joint venture
company up to the percentage of shareholding the Group holds in NPSB so as to enable NPSB to meet
its liabilities up to the completion of the members’ voluntary winding up, as disclosed in Note 15.
31.Fair value of financial instruments A. Fair value of financial instruments that are carried at fair value
The Group uses the following hierarchy for determining the fair value of all financial instruments
carried at fair value: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 - Inputs that are based on observable market data, either directly or indirectly
Level 3 - Inputs that are not based on observable market data
79
80
(4698-W)
31 December 2014
(cont’d)
31. Fair value of financial instruments (Cont’d.)
A. Fair value of financial instruments that are carried at fair value (cont’d.)
As at the reporting date, the Group and the Company do not have any significant financial assets
and liabilities carried at fair value classified as above except as discussed below.
Derivative financial instruments
Group and Company
2014 2013 RM’000 RM’000 As at 1 January
-
-
Fair value loss included in profit or loss
10 As at 31 December
10 -
Analysed as:
Contract/ Fair value
Notional amount Assets Liabilities RM RM RM RM’000 RM’000 RM’000 31 December 2014
Non-hedging instruments:
Currency forward contracts
5,719 -
10
31 December 2013
Non-hedging instruments:
Currency forward contracts
-
-
-
The maturity dates of the outstanding forward contracts range from 3 to 30 days.
Derivatives
The fair value of forward currency contracts is calculated by reference to marked-to-market (“MTM”)
rates as supplied by the bank.
B. Financial instruments that are not carried at fair value and whose carrying amounts are
reasonable approximation of fair value
The following are classes of financial instruments that are not carried at fair value and whose
carrying amounts are reasonable approximation of fair value:
Note
Trade and other receivables (current)
18 Other receivables (non-current)
18 Cash and bank balances
19 Loans and borrowings (current)
21 Trade and other payables (current)
22 The carrying amounts of these financial assets and liabilities are reasonable approximation of
fair values, either due to their short term nature or that they are floating rate instruments that are
repriced to market interest rates on or near the reporting date.
Annual Report 2014
31 December 2014
(cont’d)
32.Financial risk management objectives and policies Exposure to credit, market, interest rate and liquidity risks arises in the normal course of the Group’s
and of the Company’s business. The Group and the Company have written risk management policies
and guidelines which sets out their overall business strategies, their tolerance to risk and their general
risk management philosophy. Such written policies are reviewed annually by the Board of Directors, and
quarterly reviews are undertaken to ensure that the Group’s and the Company’s policy guidelines are
adhered to.
(a) Credit risk Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing
basis. Credit evaluations are performed on all customers requiring credit terms.
Exposure to credit risk
At reporting date, there were no significant concentrations of credit risk. The maximum exposure
to credit risk is represented by the carrying amount of each financial asset in the statements of
financial position.
Information regarding credit enhancements for trade and other receivables is disclosed in Note
18(a).
Financial assets that are neither past due nor impaired
Information regarding trade and other receivables that are neither past due nor impaired is disclosed
in Note 18.
Financial assets that are past due but not impaired
Information regarding financial assets that are past due but not impaired is disclosed in Note 18.
(b) Market risk
(i) Foreign exchange risk
The Group and the Company incur foreign currency risk on sales and purchases that are
denominated in a currency other than Ringgit Malaysia. The currencies giving rise to this risk
are primarily United States Dollar (“USD”) and Singapore Dollar (“SGD”).
Material foreign currency transaction exposures are hedged, mainly with derivative financial
instruments such as forward foreign exchange contracts, on a case by case basis.
At reporting date, the Group’s and the Company’s financial assets and liabilities balances that
have exposures to foreign currencies are as follows:
Group and Company
2014 2013 RM’000 RM’000 United States Dollar (“USD”)
324 1,455 Cash and bank balances
835 46
1,159 1,501
Singapore Dollar (“SGD”)
-
2,023 1,159 3,524 81
82
(4698-W)
31 December 2014
(cont’d)
32. Financial risk management objectives and policies (cont’d.)
(b) Market risk (cont’d.)
(i) Foreign exchange risk (cont’d.)
Sensitivity analysis
A 10% strengthening of the following major currencies against the functional currency of the
Group and of the Company at the reporting date would increase/(decrease) profit or loss by
the amount shown below. This analysis assumes that all other variables, in particular interest
rates, remain constant.
Group and Company
Profit before tax
2014 2013 RM’000 RM’000 United States Dollar 116 150 Singapore Dollar
-
202 A 10% weakening of the above would have equal but opposite effect on the above currencies
to the amounts shown above, on the basis that all other variables remain constant.
(c) Interest rate risk
The Group and the Company are exposed to interest rate risk in respect of their short term deposits
with licensed banks and the contractual borrowing rate for bankers’ acceptance. However, the
fluctuation in interest rates, if any, is not expected to have a material impact on the financial
performance of the Group and of the Company.
(d) Liquidity risk
Cash flow forecasting is performed in the operating entities of the Group and aggregated by the
Group finance. Group finance monitors rolling forecasts of the Group’s liquidity requirements to
ensure it has sufficient cash to meet operational needs. Surplus cash held by the operating entities
over and above balance required for working capital management are transferred to the Group
treasury. Group treasury invests surplus cash in short term deposits with licensed banks.
At the reporting date, the Group held short term deposits of RM269,418,000 (2013 : RM380,591,000)
net of security deposits received from customers and cash and bank balances of RM32,000,000
(2013 : RM17,417,000) that are expected to readily generate cash inflows for managing risk.
The table below analyses the Group’s non-derivative financial liabilities and net-settled derivative
financial liabilities into relevant maturity groupings based on the remaining period at the statements
of financial position date to the contractual maturity date. Derivative financial liabilities are included
in the analysis if their contractual maturities are essential for an understanding of the timing of the
cash flows. The amounts disclosed in the table are the contractual undiscounted cash flows.
Annual Report 2014
31 December 2014
(cont’d)
32. Financial risk management objectives and policies (cont’d.)
(d) Liquidity risk (cont’d.)
Between Between Less than 1 and 2 3 and 4 Over 5 1 year years years years RM’000 RM’000 RM’000 RM’000
Group
At 31 December 2014
Loan and borrowings
10,970 -
-
-
93,511 -
-
-
At 31 December 2013
Loan and borrowings
6,024 -
-
-
74,444 -
-
-
Company
At 31 December 2014
67,828 -
-
-
At 31 December 2013
54,623 -
-
-
Effective interest rates and repricing analysis.
In respect of interest-earning financial assets and interest-bearing financial liabilities, the following
table indicates their effective interest rates at the reporting date and the periods in which they
mature, or if earlier, repriced.
Effective interest Within rate Total 1 year %
RM’000 RM’000 Group
2014
Fixed rate instruments
Short term deposit with licensed banks3.05% - 4.05%
271,820 271,820 Bankers’ acceptance3.20% - 3.87%
10,871 10,871 2013
383,041 383,041 Bankers’ acceptance3.18% - 3.52%
6,024 6,024
Company
2014
Short term deposit with licensed banks3.05% - 4.05% 271,620 271,620 2013
382,841 382,841
83
547,487 176,251 4,195 727,933 (71,872)
656,061
Results:
Interest income
12,708 263 9 12,980 (223)
12,757 Finance costs
-
(620)
-
(620)
223 (397)
Dividend income
9,060 -
-
9,060 (9,060)A
-
212 257 -
469 - 469 Depreciation and amortisation
(40,856)
(4,219)
(538) (45,613)
- (45,613)
Reportable segment profit before income tax
131,566 790 (617) 131,739 4,583 B
136,322 Reportable segment profit after income tax
100,733 388 (661) 100,460 4,583 C
105,043
Total revenue
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 31 December 2014
Revenue:
External customers
479,810 176,251 - 656,061 - 656,061 Inter - segment
67,677 -
4,195 71,872 (71,872)A
-
Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions with third parties.
The segment information provided to the Chief Operating Decision Maker for the current financial year to date is as follows:
Adjustments and Per consolidated Ready-mixed All other eliminations financial statement Cement concrete segments Total Total Note
Total
Management monitors the operating results of its business unit separately for the purpose of making decisions about resource allocation and
performance assessment. Segment performance is evaluated based on operating profit or loss which, in certain respects as explained in the table
below is measured differently from operating profit or loss in the consolidated financial statements. Group financial (including finance costs) and
income taxes are managed on a group basis and are not allocated to operating segments.
Except as indicated above, no operating segments has been aggregated to form the above reportable operating segments.
I. The cement segment is in cement manufacturing and sales of cement business.
II. The ready mix concrete segment is in the supply of ready-mixed concrete business.
33. Segmental information
For management purposes, the Group is organised into business units based on their products and has two reportable operating segments as follows:
84
(4698-W)
31 December 2014
(cont’d)
33. Segmental information (cont’d.)
Adjustments and Per consolidated Ready-mixed All other
eliminations financial statement Cement concrete segments
Total Total Note
Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 31 December 2014 (cont’d.)
Other non-cash items:
(55)
(215)
-
(270)
- (270)
Unwinding of discounts
-
(70)
-
(70)
- (70)
Assets and liabilities
Reportable segment assets
791,199 90,281 12,916 894,396 30,606 D
925,002 Investment in associates
110,390 -
- 110,390 - 110,390 Additions to non-current assets
26,698 7,490 188 34,376 - E
34,376 Reportable segment liabilities
99,463 67,300 584 167,347 (27,668)
F
139,679 31 December 2013
Revenue: External customers
410,938 166,071 - 577,009 - 577,009 Inter - segment
72,468 -
5,887 78,355 (78,355)A
Total revenue
483,406 166,071 5,887 655,364 (78,355)
577,009 Results:
Interest income
14,057 39 10 14,106 (166)
13,940 Finance costs
-
(363)
-
(363)
166 (197)
Dividend income
5,280 -
-
5,280 (5,280)A
-
413 689 -
1,102 - 1,102 Depreciation and amortisation
(39,462)
(4,552)
(519) (44,533)
- (44,533)
Reportable segment profit before income tax
111,102 491 (305) 111,288 9,756 B
121,044 Reportable segment profit after income tax
84,381 180 (414) 84,147 9,756 C
93,903 Annual Report 2014
31 December 2014
(cont’d)
85
87,446 50,642 1,526 139,614 (22,832)
F
116,782 TASEK CORPORATION BERHAD
Reportable segment liabilities
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 31 December 2013 (cont’d.)
Other non-cash items:
(389)
(78)
-
(467)
- (467)
Unwinding of discounts
-
(26)
-
(26)
- (26)
Assets and liabilities
Reportable segment assets
897,129 73,296 14,474 984,899 30,843 D
1,015,742 Investment in associates
20,392 -
- 20,392 85,065 105,457 Additions to non-current assets
28,034 4,829 324 33,187 - E
33,187
Adjustments and Per consolidated Ready-mixed All other eliminations financial statement Cement concrete segments Total Total Note
Total 86
(4698-W)
31 December 2014
(cont’d)
Annual Report 2014
31 December 2014
(cont’d)
Note
Nature of adjustments and eliminations to arrive at amounts reported in the consolidated
financial statements.
A
Inter-segment revenues are eliminated on consolidation.
BThe following items are added to/(deducted from) segment profit to arrive at “Profit before tax”
presented in the consolidated statement of comprehensive income.
2014 2013
Note
RM’000 RM’000
Elimination of unrealised gain in inventories
(290)
(212)
Inter-segment dividends elimination
A
(9,060)
(5,280)
Share of results of associates and joint venture 13,933 15,248
4,583 9,756
CThe following items are added to/(deducted from)segment profit to arrive at “Profit, net of tax”
presented in the consolidated statement of comprehensive income.
2014 2013
RM’000 RM’000
(290)
(212)
Inter-segment dividends elimination
A
(9,060)
(5,280)
Share of results of associates and joint venture
13,933 15,248
4,583 9,756
DThe following items are added to/(deducted from) segment assets to arrive at total assets reported
in the consolidated statement of financial position:
2014 2013
RM’000 RM’000
(746)
(456)
Goodwill on consolidation
389 389
Inter-segment assets elimination
(59,035)
(54,155)
Investment in associates
89,998 85,065
30,606 30,843
EAdditions to non-current assets consist of:
2014 2013
RM’000 RM’000
Intangible assets
311 98
34,065 33,089
34,376 33,187
87
88
(4698-W)
31 December 2014
(cont’d)
Note
Nature of adjustments and eliminations to arrive at amounts reported in the consolidated
financial statements. (cont’d.)
FThe following items are added to/(deducted from) segment liabilities to arrive at total liabilities
reported in the consolidated statement of financial position:
2014 2013
RM’000 RM’000
Inter-segment liabilities elimination
- subsidiaries
(27,668)
(22,832)
Analysis of revenue by geographical segment
The revenue information based on the geographical location of customers are as follows:
2014
RM’000
Malaysia
637,305
Outside Malaysia
18,756
Major customers
2013
RM’000
535,232
41,777
656,061 577,009
There are two major customers with revenue of RM241,045,000 (2013 : RM207,945,000), contributing
approximately 20% and 17% respectively (2013 : 19% and 17% respectively) to the total revenue of the
Group, from the sale of cement segment.
Annual Report 2014
31 December 2014
(cont’d)
34.Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going
concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain
an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Group monitors capital on the basis of the gearing ratio. This
ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including
‘current and non-current borrowings’ as shown in the consolidated statement of financial position) less
cash and cash equivalents. Total capital is calculated as ‘equity’ as shown in the consolidated statement
of financial position plus net debt.
The Group’s strategy is to maintain the gearing ratio at a very low level. There is no long term borrowing
for the Group in 2014 and 2013.
Group 2014 2013
Note
RM’000 RM’000
Loans and borrowings
21
10,871 6,024
Less: Cash and cash equivalents
19
(208,820)
(160,458)
Net debt
(197,949)
(154,434)
Equity attributable to the equity holders
785,323 898,960
785,323 898,960
Total capital
Gearing ratio
0%
0%
89
90
(4698-W)
31 December 2014
(cont’d)
35. Supplementary information - breakdown of retained profits into realised and
unrealised
The breakdown of the retained profits of the Group and of the Company as at 31 December 2014 into
realised and unrealised profits is presented in accordance with the directive issued by Bursa Malaysia
Securities Berhad dated 25 March 2010 and prepared 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.
Group Company 2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Total retained profits of the Company and its
subsidiaries
- Realised
370,627 491,807 366,303 486,937
- Unrealised
(29,595)
(32,443)
(27,581)
(30,268)
341,032 459,364 338,722 456,669
Total share of retained profits from associates
and joint venture - Realised
92,689 88,229 -
- Unrealised
(2,691)
(3,164)
-
-
431,030 544,429 338,722 456,669
Add:
Consolidation adjustments
1,279 1,517 -
Retained profits as per financial statements
432,309 545,946 338,722 456,669
Annual Report 2014
LIST OF PROPERTIES HELD BY
THE GROUP AS AT 31 DECEMBER 2014
Location
Tenure
Area
Estimated Net Book
Year of
Age
Description &Value revaluation/
of Building Existing use
RM’000 acquisition *
A
Owned by Tasek Corporation Berhad
1
Lot 15667 (CT.15208)
Freehold
97a 2r 35p
-Agricultural/Clay
391
Chemor, Mukim Ulu Kinta, extraction
Perak
2
Lot 44409 (CT.25294)
Freehold
9a 3r 16p
-Agricultural/Future
857
Tasek, Mukim Ulu Kinta, Development
Perak
3
Lot 13777 (CT.8522)
Freehold
8a 3r 28p
840
Perak
4
Lot 24861 (CT.5398)
Freehold
3a 0r 20p
184
Perak
5
Lot 44410 Geran 63913 Freehold
9a 3r 12p
-
Quarry
1,069
Tasek, Mukim Ulu Kinta, Perak
6
Lot 9112N/601 (G.8446) Freehold
31a 3r 31p
-Agricultural/
3,539
Jalan Kuala Kangsar, Storage Yard
Mukim Ulu Kinta, Perak
7
Lot 16908 (G.8447)
Freehold
4a 1r 19p
177
Perak
8
Lot 24863 (G.8449)
Freehold
1a 2r 9p
120
Tasek, Mukim Ulu Kinta, (0.6298h)
Development
Perak
9
Lot 9114N/233 (PN.2306)Pajakan
30a 2r 24p
-Agricultural/Future 2,587
Jalan Kuala Kangsar, Negeri
Development
999 tahun
Habis
Tempoh
14/11/2893
10
Lot 208414
Freehold
3a 1r 21p
196
(CT.9378 Lot 15627) Development
Tasek, Mukim Ulu Kinta,
Perak
11
Lot 17127 (Geran 22972) Freehold
3a 3r 29p
-
Quarry/Future
360
Tasek, Mukim Ulu Kinta, (1.5909h)
Development
Perak
12
Lot 208410/208411
Freehold
4a 2r 39p
214
(CT.14706 Lot 21354) Development
Perak
1985
1985
1985
1985
1985
1985
1985
1985
1985
1985
1985
1985
91
92
(4698-W)
(cont’d)
Location
Tenure
Area
Estimated Net Book
Year of
Age
A
Owned by Tasek Corporation Berhad (cont’d)
13
Lot 44411 (CT.25296)
Freehold
20a 1r 5p
-
Industrial/Future
3,094
Development
Perak
14
Lot 43100 (CT.28442)
Freehold
5a 0r 0p
1 to 51 Industrial/
1,191
Persiaran Tasek,
Factory Site
Kwsn Perindustrian Tasek
Factory Building
15
Lot 43101 (CT.28443)
Freehold
4a 3r 39p
-
Industrial/
1,087
Persiaran Tasek,
Factory Site
16
2a 1r 39p 1 to 51 Industrial/
749
Persiaran Tasek,
Factory Site
Factory Building
17
1,437
Persiaran Tasek,
Factory Site
Factory Building
18
Lot 14661 (CT.9236)
Freehold
4a 3r 33p
-
Industrial/
1,402
Persiaran Tasek,
Factory Site
19
Lot 14662 (G.9002)
Freehold
2,061
Persiaran Tasek,
Factory Site
Factory Building
20
4a 3r 5p
576
Perak
21
Lot 15031 (G.22300)
Freehold
4a 1r 37p
366
Perak
22
Lot 21989 (G.22303)
Freehold
47a 3r 35p
759
Chemor, Mukim Ulu Kinta, Development
Perak
23
Lot 1552 (HS(M)21254) Freehold
2.875a
19
Bulk Terminal/ 8,233
Sungai Buloh, (1.163h)
Storage Packing
Mukim Gombak, Selangor
Factory Building
1985
1985
1985
1985
1985
1985
1985
1985
1985
1985
1995*
Annual Report 2014
(cont’d)
Location
Tenure
Area
Estimated Net Book
Year of
Age
A
Owned by Tasek Corporation Berhad (cont’d)
24
Lot 47435 (HS(D)KA 123/83) Leasehold 29a 0r 0p 1 to 51 Industrial/
48,479
Persiaran Tasek,Expiring
Factory Site
Kwsn Perindustrian Tasek in 2062
Factory Building
25
Lot PT.59 (HS (D) 1865/83) Leasehold 25.404a
32
Industrial/Storage
1,547
Kampung Acheh Expiring in
Yard & Jetty
Mukim Lumut, Perak
14/11/2082
26
Lot 25065 (PT.160443
Leasehold 38.77a
-
Limestone Quarry
110
(HS(D) KA 83030))
Expiring in (15.69h)
Batu 3 1/2 14.3.2030
Jln Kuala Kangsar Mukim Ulu Kinta, Perak
27
Lot PT.160403,
Leasehold 3.38a
-
Limestone Quarry
7
160402 & 160404Expiring in (1.37h)
HS(D)KA 83028, 14.3.2030 25.02a
83027 & 83029
(10.13h)
Batu 3 1/2 Jln Kuala Kangsar 17.31a
(7.00h)
28
Lot.22953 (Geran 50426) Freehold
1a 0r 28p
-
Quarry
375
Persiaran Tasek,
(0.4775h)
29P.T. 235249 Freehold
0.829
-Agriculture/
301
H.S.(D) 197392
hectareTNB substation
Perak
30P.T. 235250 H.S.(D) 197393 Freehold
4.9373
-
Limestone Quarry
1,792
Tasek, Mukim Ulu Kinta, hectares
Perak
31P.T. 235251 H.S.(D) 197394 Freehold
2.165
-Agriculture/
786
Tasek, Mukim Ulu Kinta, hectares
clay stockpile
Perak
B.
OWNED BY TASEK CEMENT QUARRIES SDN BHD
1P.T 21302 & P.T. 21303 Leasehold 10.2563
-
Limestone Hill
12,211 H.S(D) 180252 & 180253 expiring in hectares Mukim, Sungai Raya, 23.11.2038
Perak
1985
1985
1985
1985
2009
2011
2011
2011
2010*
93
94
(4698-W)
ANALYSIS OF SHAREHOLDINGS
as at 9 March 2015
Share Capital
Authorised Share Capital
:RM300,000,000 comprising 299,500,000 Ordinary Shares of RM1.00
each and 500,000 6% Cumulative Participating Preference Shares of
RM1.00 each
Issued and Paid-up Capital
RM1.00 each
Treasury Shares
(Section 67A, Companies Act,1965)
Adjusted issued & paid-up
Capital (after deducting Treasury
Shares) Class of Shares
:RM2,478,300 comprising 2,478,300 Ordinary Shares of RM1.00 each
RM1.00 each
: 123,621,231 Ordinary Shares of RM1.00 each and 335,000 6%
Cumulative Participating Preference Shares of RM1.00 each
Voting rights
: 1 vote for every Ordinary Share
1 vote for every 6% Cumulative Participating Preference Shares
6% Cumulative Participating Preference Shares Of RM1.00 Each
Distribution Schedule Of Shareholders As At 9 March 2015
No. of
Size of Holdings
Shareholders
%
No. of Shares
%
Less than 100
100 – 1,000 1,001 – 10,000
10,001 – less than 5% of issued shares 5% and above of issued shares
6
24
10
1
5
13.04
52.18
21.74
2.17
10.87
222
11,691
24,384
13,400
285,303
0.07
3.49
7.28
4.00
85.16
46
100.00
335,000
100.00
Annual Report 2014
as at 9 March 2015
(cont’d)
30 Largest 6% CUMULATIVE PARTICIPATING PREFERENCE Shareholders As At 9 March 2015
Name of Shareholders No. of Shares
%
1. CIMSEC Nominees (Tempatan) Sdn Bhd
- CIMB Investment Bank Berhad for HL Cement (Malaysia) Sdn Bhd (SSA)
2. Yeoh Ghim Cheow Holding Sdn Bhd
3.Tan Eng Han 4.Tan Seck Yeow
5. Chon Moi
6.Ewe Poh Kim 7. Yap Man Chan 8.Tan Lee Jyek 9. Gotco Holdings Sdn Bhd
10.Tan Seck Chuan 11.Tan Seck Kang 12.Tan Sek Thong
13.Tan Siak Hai
14. HLIB Nominees (Tempatan) Sdn Bhd
- Pledged Securities Account for Gan Keng Leong @ Gan Per
15. Koh Boon Yoke
16. Choong Kin Foong
17. Ng Teng Teong
18. See Toh Ming
19.Tan Bee Choo
20.Tan Lay Hoon
21.Tan Poh Choo
22. Seah Toong Choon
23. Yik Tuck Pew
24.Peh Choon Guan (Bai Junyuan)
25. Lew Tuck Wai
26. Wong Ting Hon
27. Koh Seng Chuan
28.Toh Mou Hua
29. Chan Ah See @ Susie Chan
30.Public Nominees (Tempatan) Sdn Bhd
- Pledged Securities Account for David Ong Yu Beng (E-Kpg)
211,050
63.00
20,100
18,129
18,047
17,977
13,400
5,500
4,000
3,400
2,144
2,144
2,144
2,144
1,600
6.00
5.41
5.39
5.37
4.00
1.64
1.19
1.02
0.64
0.64
0.64
0.64
0.48
1,308
1,000
1,000
1,000
858
858
858
700
700
572
500
500
400
400
300
300
0.39
0.30
0.30
0.30
0.25
0.25
0.25
0.21
0.21
0.17
0.15
0.15
0.12
0.12
0.09
0.09
333,033
99.41
95
96
(4698-W)
as at 9 March 2015
(cont’d)
Ordinary Shares of RM1.00 each
Distribution Schedule Of Shareholders As At 9 March 2015
No. of
Size of Holdings
Shareholders
%
No. of Shares*
%
Less than 100
100 – 1,000
1,001 – 10,000
10,001 – 100,000
100,001 – less than 5% of issued shares 5% and above of issued shares
204
1,105
847
160
21
3
8.72
47.22
36.19
6.84
0.90
0.13
4,837
717,682
2,810,212
4,295,040
15,622,917
97,692,243
0.00
0.59
2.32
3.55
12.90
80.64
2,340
100.00
121,142,931
100.00
*
Excluding 2,478,300 shares bought back and retained by the Company as Treasury Shares
30 Largest ORDINARY Shareholders As At 9 March 2015
1. CIMSEC Nominees (Tempatan) Sdn Bhd
- CIMB Investment Bank Berhad for HL Cement (Malaysia) Sdn Bhd (SSA)
2. CIMB Group Nominees (Tempatan) Sdn Bhd
- Pledged Securities Account for HL Cement (Malaysia) Sdn Bhd
(HLCTL-GCMTEAM2)
3. HSBC Nominees (Asing) Sdn Bhd
- BNP Paribas Secs Svs Lux for Aberdeen Global
4. Malaysia Nominees (Tempatan) Sendirian Berhad
- Boon Siew Sdn Berhad (00-00198-000)
5. Citigroup Nominees (Tempatan) Sdn Bhd
- Employees Provident Fund Board (Aberdeen)
- BNP Paribas Secs Svs Paris for Aberdeen Asian Smaller Companies
Investment Trust PLC
7. Citigroup Nominees (Tempatan) Sdn Bhd
- Kumpulan Wang Persaraan (Diperbadankan) (Aberdeen)
8AmanahRaya Trustees Berhad
- Public Dividend Select Fund
9.AmanahRaya Trustees Berhad
- Public Islamic Opportunities Fund
10.AMSEC Nominees (Tempatan) Sdn Bhd
- Aberdeen Asset Management Sdn Bhd for Tenaga Nasional Berhad
Retirement Benefit Trust Fund (FM-Aberdeen)
11. Woo Khai Yoon
- Exempt AN for BNP Paribas Securities Services (Singapore - SGD)
%
54,982,883
45.39
35,000,000
28.89
7,709,360
6.36
4,673,688
3.86
1,919,529
1.58
1,790,000
1.48
1,762,600
1.46
964,400
0.80
891,800
0.74
529,500
0.44
463,100
430,070
0.38
0.36
Annual Report 2014
as at 9 March 2015
(cont’d)
30 Largest ORDINARY Shareholders As At 9 March 2015 (cont’d.)
%
- TNTC for Lockheed Martin Corporation Master Retirement Trust
14. CIMB Commerce Trustee Berhad
- Public Focus Select Fund
- Public Smallcap Fund
16. YBhg Tan Sri Quek Leng Chan
17.Affin Hwang Nominees (Asing) Sdn. Bhd.
- Exempt AN for DBS Vickers Securities (Singapore) Pte Ltd (Clients)
18. Maybank Nominees (Tempatan) Sdn Bhd
- Aberdeen Asset Management Sdn Bhd for Malaysian Timber Council
(Operating Fund)
19. Maybank Nominees (Tempatan) Sdn Bhd
- Aberdeen Asset Management Sdn Bhd for Malaysian Timber Council
(Endowment Fund)
- Public Strategic Smallcap Fund
21.AMSEC Nominees (Tempatan) Sdn Bhd
- AmFraser Securities Pte Ltd for Tan Kah Lay (1922)
- BNP Paribas Secs Svs Paris for HI-KABL-Fonds
23. Chan Kwai Peng
24. Sam Securities Sdn. Berhad
25. CIMSEC Nominees (Asing) Sdn Bhd
- Exempt AN for CIMB Securities (Singapore) Pte Ltd (Retail Clients)
26. Nam San Sendirian Berhad
27. Ng Sin Siong @ Ng Sen Siong
28. Malaysia Nominees (Tempatan) Sendirian Berhad
- Bayview Hotel Sendirian Berhad (00-00199-000)
29. Yayasan Islam Perlis
30.Ewe Poh Kim
345,200
0.28
283,800
0.23
268,400
0.22
232,994
167,500
0.19
0.14
166,000
0.14
157,000
0.13
146,700
0.12
123,950
0.10
106,500
0.09
100,134
100,052
99,819
0.08
0.08
0.08
94,559
91,000
87,519
0.08
0.08
0.07
87,100
86,480
0.07
0.07
113,861,637
93.99
97
98
(4698-W)
as at 9 March 2015
(cont’d)
Substantial Shareholders
According to the Register of Substantial Shareholders as at 9 March 2015:
Name of Substantial Shareholders No. of Shares
1.Aberdeen International Fund Managers Limited
2.Aberdeen Asset Management Asia Limited
3.Aberdeen Asset Management PLC
4.
Mitsubishi UFJ Financial Group, Inc.
5.
HL Cement (Malaysia) Sdn Bhd
6.
HL Cement (Labuan) Limited
7.
HL Cement (HK) Limited
8.
Hong Leong Asia Ltd.
9.
Hong Leong Corporation Holdings Pte Ltd
10. Hong Leong Enterprises Pte. Ltd.
11. Davos Investment Holdings Private Limited
12. Kwek Leng Kee
13. Quek Leng Chye
14. Hong Leong Investment Holdings Pte. Ltd.
15. Kwek Holdings Pte. Ltd.
16. Kwek Leng Beng
17. Salvador Pte. Ltd.
18.Tan Sri Quek Leng Chan
7,709,360 i
10,341,030 i
14,911,359 i
14,911,359ii
89,982,883
89,982,883*
89,982,883*
89,982,883*
89,982,883*
89,982,883*
89,982,883*
89,982,883*
89,982,883*
89,982,883*
89,982,883*
89,982,883*
89,982,883*
90,215,877#
%
6.36
8.54
12.31
12.31
74.28
74.28
74.28
74.28
74.28
74.28
74.28
74.28
74.28
74.28
74.28
74.28
74.28
74.47
Notes:
i
Disclosures include holdings of mandates delegated from other subsidiaries of Aberdeen Asset M anagement PLC.
ii
Deemed interest through Aberdeen Asset Management PLC and its subsidiaries by virtue of Section 6A of the
Companies Act, 1965
*
Deemed interest through HL Cement (Malaysia) Sdn Bhd by virtue of Section 6(A) of the Companies Act, 1965
#
Direct and deemed interest HL Cement (Malaysia) Sdn Bhd by virtue of Section 6(A) of the Companies Act, 1965
Annual Report 2014
Notice of 54th
NOTICE IS HEREBY GIVEN that the 54th Annual General Meeting of the Company will be held at Millennium I,
Lobby Level, Grand Millennium Kuala Lumpur, 160 Jalan Bukit Bintang, 55100 Kuala Lumpur, Malaysia on Tuesday,
28 April 2015 at 9:30 a.m. to transact the following business: AS ORDINARY BUSINESS:
1.To receive the Audited Financial Statements and the Directors’ Report and
Auditors’ Report for the financial year ended 31 December 2014.
(Resolution 1 – Ordinary)
2.To declare a final dividend of 30 sen per share for the financial year ended
31 December 2014.
3.To declare a special dividend of 50 sen per share for the financial year
ended 31 December 2014.
4.To approve the payment of Directors’ fees of RM480,333 for the financial
year ended 31 December 2014 (2013: RM515,000).
5.To elect Tan Sri Ir (Dr) Mohamed Al Amin Bin Abdul Majid who was appointed
during the year under Article 85 of the Articles of Association.
6.To re-elect Ting Sii Tien @ Yao Sik Tien who retires by rotation under Article
94 of the Articles of Association.
7.To consider and, if thought fit, to pass the following resolution in accordance
with Section 129 of the Companies Act, 1965 : (a)
“That pursuant to Section 129 of the Companies Act, 1965, Lim
Eng Khoon who has attained the age of seventy (70) years be reappointed a Director of the Company to hold office as a Director until
the conclusion of the next annual general meeting of the Company.”
(Resolution 7 – Section 129,
Companies Act, 1965)
8.To re-appoint Messrs. Ernst & Young as Auditors of the Company and to
authorise the Directors to fix the Auditors’ remuneration.
AS SPECIAL BUSINESS:
9.To consider and if thought fit, to pass, the following resolutions:
Ordinary Resolution
(a)
Authority to Directors to Issue Shares
“THAT pursuant to Section 132D of the Companies Act, 1965, the
Directors be and are hereby empowered to issue 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 in any one financial year does not exceed 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.”
99
100
(4698-W)
Notice of 54th
(cont’d)
9.To consider and if thought fit, to pass, the following resolutions: (cont’d.)
Ordinary Resolution
(b) Proposed Renewal of Authority for the Purchase of Own Shares
by the Company
“THAT subject to the Companies Act, 1965 (“the Act”), rules,
regulations and orders made pursuant to the Act, provisions of the
Company’s Memorandum and Articles of Association and requirements
of Bursa Malaysia Securities Berhad (“Bursa Securities”) and any
other relevant authority, the Directors of the Company be and are
hereby authorised to make purchases of ordinary shares of RM1.00
each in the Company’s issued and paid-up share capital subject to the
following:1. the maximum number of shares which may be purchased and/
or held by the Company shall be equivalent to ten per centum
(10%) of the issued and paid-up ordinary share capital of the
Company (“Ordinary Shares”);
2.
the maximum fund to be allocated by the Company for the
purpose of purchasing the Ordinary Shares shall not exceed
the retained profits and/or the share premium account of the
Company. As of 31 December 2014, the audited retained profits
and share premium of the Company were RM338.722 million and
RM133.946 million respectively;
3.
the authority conferred by this resolution will commence
immediately upon passing of this ordinary resolution and will
expire at the conclusion of the next Annual General Meeting
(“AGM”) of the Company, (unless earlier revoked or varied
by ordinary resolution of the shareholders of the Company in
general meeting or the expiration of the period within which
the next AGM after that date is required by law to be held) in
accordance with the provisions of the guidelines issued by Bursa
Securities or any other relevant authority;
4.
upon completion of the purchase(s) of the Ordinary Shares by
the Company, the Directors of the Company be and are hereby
authorised to deal with the Ordinary Shares in the following
manner:(i) cancel the Ordinary Shares so purchased; or
(ii) retain the Ordinary Shares so purchased in treasury; or
(iii) retain part of the Ordinary Shares so purchased as treasury
Ordinary Shares and cancel the remainder;
the treasury Ordinary Shares may be distributed as dividends to
the shareholders and/or resold and/or subsequently cancelled;
and in any other manner as prescribed by the Act, rules,
regulations and orders made pursuant to the Act and the Main
Market Listing Requirements of Bursa Securities and any other
relevant authority for the time being in force;
AND THAT the Directors of the Company be and are hereby authorised
to take all such steps as are necessary or expedient to implement or
to effect the purchase(s) of the Ordinary Shares.”
Annual Report 2014
Notice of 54th
(cont’d)
9.To consider and if thought fit, to pass, the following resolutions: (cont’d.)
Ordinary Resolution
(c)
Proposed Shareholders’ Mandate on Recurrent Related Party
Transactions
“THAT the renewal of general mandate for the Company and/or its
subsidiaries to enter into any of the transactions falling within the
types of recurrent related party transactions of a revenue or trading
nature as set out in the Company’s Circular to Shareholders dated 6
April 2015 (“the Circular”) with any person who is a related party as
described in the Circular be and is hereby approved and/or renewed
provided that such transactions are undertaken in the ordinary course
of business and at arm’s length basis and on normal commercial
terms which are not more favourable to the related party than those
generally available to the public and not to the detriment of the minority
shareholders of the Company; and that such approval, unless revoked
or varied by the Company in general meeting, shall continue in force
until the conclusion of the next Annual General Meeting (“AGM”) of
the Company or the expiration of the period within which the next
AGM after that date is required to be held pursuant to Section 143(1)
of the Companies Act, 1965 (“the Act”) (but shall not extend to such
extension as may be allowed pursuant to Section 143(2) of the Act)
whichever is the earlier.”
10.To transact any other business of which due notice shall have been received.
By Order of the Board
CHOW POH JIN
GO HOOI KOON
Company Secretaries
6 April 2015
Important Notes:
(1)
In respect of deposited securities, only Members whose names appear in the Record of Depositors on 22 April 2015
(General Meeting Record of Depositors) shall be entitled to attend, speak and vote at this 54 th AGM.
(2)A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote
instead of him and the member shall specify the proportion of his shares to be represented by each proxy. A proxy
need not be a member of the Company and Section 149(1)(b) of the Companies Act, 1965 shall not apply. Where
a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories)
Act 1991, it may appoint at least one proxy in respect of each securities account it holds with shares in the Company
standing to the credit of the said securities account.
(3)The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised
in writing or if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney
duly authorised.
(4)The Form of Proxy must be deposited at the Registered Office of the Company situated at 6th Floor, Office Block,
Grand Millennium Kuala Lumpur, 160 Jalan Bukit Bintang, 55100 Kuala Lumpur, Malaysia not less than 48 hours
before the time appointed for holding the meeting or adjourned meeting.
101
102
(4698-W)
Notice of 54th
(cont’d)
(5) Resolution On Authority To Directors To Issue Shares
The Company wishes to renew the previous mandate approved by shareholders at the 53 rd Annual General Meeting.
The previous mandate granted by the shareholders had not been utilized and hence no proceeds were raised therefrom.
The renewal of this mandate is to authorise Directors to issue shares pursuant to the Section 132D of the Companies
Act, 1965. The Company is continuously looking into prospective areas to broaden its operating base and earnings
potential. As the expansion or diversification may involve the issue of new shares, the Directors, under present
circumstances, would have to call for a general meeting to approve the issue of new shares even though the number
involved is less than 10% of the issued capital. In order to avoid any delay and cost involved in convening a general
meeting to approve such issue of shares, it is thus considered appropriate that the Directors be now empowered to
issue shares in the Company up to an amount not exceeding in total 10% of the issued share capital of the Company
for the time being for such purposes as they consider would be in the interest of the Company. This authority, unless
revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company.
(6) Resolution On Proposed Renewal of Authority for the Purchase Of Own Shares by the Company
The purchase of own shares of the Company will enable the Company to utilise its financial resources not immediately
required for use to purchase its ordinary shares. The purchase of own shares is expected to have the effect of
stabilising the supply and demand as well as the price of the ordinary shares. Further information on the Proposed
Renewal of Authority for the Purchase of Own Shares by the Company are set out in the Circular dated 6 April 2015
which is despatched together with the Company’s Annual Report 2014.
(7)
Resolution On Proposed Shareholders’ Mandate on Recurrent Related Party Transactions
The approval for renewal of general mandate will permit the Company to enter into all recurrent related party
transactions of a revenue or trading nature which are necessary for day-to-day operations in the ordinary course of
business. Further information on the Proposed Renewal of Mandate on Recurrent Related Party Transactions are set
out in the Circular dated 6 April 2015 which is despatched together with the Company’s Annual Report 2014.
Annual Report 2014
Statement accompanying
Notice of 54 Annual General Meeting
th
Directors standing for re-election and re-appointment at the 54th Annual General Meeting of the Company.
Director appointed during the year under Article 85 of the Articles of Association and standing for election:
a)Tan Sri Ir (Dr) Mohamed Al Amin Bin Abdul Majid
Director retiring by rotation under Article 94 of the Articles of Association and standing for re-election :
a)Ting Sii Tien @ Yao Sik Tien
Director who attained the age of seventy years and retiring in accordance with Section 129 of the Companies Act,
1965 and standing for re-appointment :
a)
Lim Eng Khoon
Further details of Tan Sri Ir (Dr) Mohamed Al Amin Bin Abdul Majid, Ting Sii Tien @ Yao Sik Tien and Lim Eng Khoon
are set out in the Profile of Directors on pages 4 to 5 of the Annual Report.
103
This page is intentionally left blank
FORM OF PROXY
TASEK CORPORATION BERHAD (4698-W)
(Incorporated in Malaysia)
Number of Ordinary Shares Held
Number of Preference Shares Held
I/We........................................................................................................................................................................................
(Block Letters)
of............................................................................................................................................................................................
being a member of Tasek Corporation Berhad, hereby appoint ............................................................................................
.......................................................................................................................................................................... or failing him
.................................................................................................................................................................................as my/our
proxy to attend and to vote for me/us on my/our behalf at the 54th Annual General Meeting of the Company to be held in
Kuala Lumpur, Malaysia on Tuesday, 28 April 2015 at 9.30 a.m. or at any adjournment thereof.
My/Our Proxy is to vote as indicated below :Resolution
For
Ordinary Business
1
To receive the Audited Financial Statements and Reports for the year ended
31 December 2014
2
To declare a Final Dividend of 30 sen per share
3
To declare a Special Dividend of 50 sen per share
4
To approve the payment of Directors' fees
5
To elect Tan Sri Ir (Dr) Mohamed Al Amin Bin Abdul Majid who was appointed
during the year under Article 85 of the Articles of Association
6
To re-elect Ting Sii Tien @ Yao Sik Tien who retires by rotation under Article
94 of the Articles of Association
7
To re-appoint Lim Eng Khoon under Section 129 of the Companies Act, 1965
8
To re-appoint Auditors for the ensuing year and to authorise the Directors to fix
their remuneration
Against
Special Business
To approve the following ordinary resolutions:Authority to Directors to Issue Shares
9
10
Renewal of authority for the Purchase of Own Shares by the Company
11
Renewal of General Mandate on Recurrent Related Party Transactions
(Please indicate with an "x" or “√ ” in the appropriate space above how you wish your votes to be cast. If you do not do so,
the Proxy will vote or abstain from voting at his discretion).
Date
2015
Signature
of Shareholder
Notes
(1)
(2)
(3)
A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on his behalf. A proxy need not be a member
of the Company and Section 149(1)(b) of the Companies Act, 1965 shall not apply. Where a member of the Company is an authorised nominee as
defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one proxy in respect of each securities account it holds
with shares in the Company standing to the credit of the said securities account.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or if the appointor
is a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.
The Form of Proxy must be deposited at the Registered Office of the Company, 6th Floor, Office Block, Grand Millennium Kuala Lumpur, 160 Jalan
Bukit Bintang, 55100 Kuala Lumpur, Malaysia not less than 48 hours before the time appointed for holding the meeting or adjourned meeting.
fold
Affix
stamp
here
The Company Secretary
TASEK CORPORATION BERHAD (4698-W)
6th Floor, Office Block
Grand Millennium Kuala Lumpur
160 Jalan Bukit Bintang
55100 Kuala Lumpur
Malaysia
fold
Corporate RESPONSIBILITY
Labour Day Charity Visits
During Labour Day, TCB’s Union Committee team together with TCB Management made their traditional visits to charity
organizations aimed at fostering closer ties between TCB and the community.
This year, the team visited Sekolah Semangat Maju Kg Tawas Tasek, Rumah Anak-Anak Yatim Tambun, Good Shepherd
Family Home Silibin and Rumah Sejahtera Jelapang. In addition to monetary donations, the homes received food and
daily essential items.
Sekolah
Semangat Maju
Kg Tawas Tasek
Good Shepherd
Family Home,
Silibin
Rumah Sejahtera
Jelapang
Rumah Anak-Anak
Yatim Tambun
YEC Charity Visit To St. Nicholas Homes, Penang
TCB’s Young Executive Council (YEC) members organized a charity visit to the St. Nicholas Homes in Penang.
The Homes, which is also a school, caters to a total of 86 visually impaired residents aged from 1 year to 60 years old.
The residents are from different states in Peninsular Malaysia. Some of them attend classes on a daily basis and some
live at the Homes.
St. Nicholas Homes, Penang
w w w .
t a s e k c e m e n t . c o m

Complete Annual Report - Tasek Corporation Berhad

Transcription

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