Annual Report 2010

Transcription

Annual Report 2010

20
10
annual report
PASDEC HOLDINGS BERHAD
ANNUAL REPORT 2010
14th Floor, Menara Teruntum
Jalan Mahkota, 25000 Kuantan
Pahang Darul Makmur
Telephone/Telefon : 09-5133888
Facsimile/Faksimili : 09-5145988
BUILDING THE FUTURE
CORPORATE DIRECTORY
VISION
To be a progressive and
excellent organization
PASDEC HOLDINGS BERHAD (367122-D)
Tingkat 14, Menara Teruntum, Jalan Mahkota, 25000 Kuantan,
Pahang Darul Makmur.
Telephone: 09-5133888 Facsimile: 09-5145988
Website : www.pasdec.com.my
PASDEC CORPORATION SDN. BHD.
(55031-P)
Tingkat 14, Menara Teruntum,
Jalan Mahkota,
25000 Kuantan, Pahang Darul Makmur.
Telephone
: 09-5133888
Facsimile
: 09-5145988
MISSION
PASDEC LAND SDN. BHD.
(210031-A)
Jalan Mahkota, 25000 Kuantan, Pahang
Darul Makmur.
Telephone
: 09-5179001
Facsimile
: 09-5179002
To be an esteemed organisation in property
development and to invest in other business
which could contribute the best return to the
investors, customers and employees
through an efficient and responsible
management
PASDEC PUTRA SDN. BHD.
(13735-M)
Bandar Putra, Kuantan II,
Lot 28735, Tanjung Lumpur,
Telephone
: 09-5513288
Facsimile
: 019-9953385
KUANTAN TEMBELING RESORT SDN.
BHD. (226274-V)
Jalan Mahkota,
Telephone
: 09-5133888
Facsimile
: 09-5145988
PASDEC BINA SDN. BHD.
(9248-H)
Darul Makmur.
Telephone
: 09-5121036
Facsimile
: 09-5121037
PASDEC TRADING SDN. BHD.
(777804-K)
Lot 106, Tingkat 1, Block B, Medan
Warisan, Lorong Sri Teruntum 1,
Tanah Putih, 25100 Kuantan,
Telephone
: 09-5136137/5135773
Facsimile
: 09-5144851
PAHANG OFF-SHORE SDN. BHD.
(102524-D)
Jalan Mahkota,
25000 Kuantan,
Telephone
: 09-5133888
Facsimile
: 09-5145988
KIMDEC CORPORATION SDN. BHD.
(342895-U)
Jalan Mahkota,
25000 Kuantan,
Telephone
: 09-5133888
Facsimile
: 09-5145988
PASDEC MEGA SDN. BHD.
(368024-K)
Jalan Mahkota,
Telephone
: 09-5133888
Facsimile
: 09-5145988
MUTIARA PASDEC SDN. BHD.
(411529-T)
Jalan Mahkota, 25000 Kuantan,
Telephone
: 09-5133888
Facsimile
: 09-5145988
PAHANG AIRCRAFT INDUSTRIES
SDN. BHD. (551633-W)
Tingkat 14, Menara Teruntum, Jalan
Mahkota, 25000 Kuantan, Pahang Darul
Makmur.
Telephone
: 09-5133888
Facsimile
: 09-5145988
SUMBANGAN SAKTI SDN. BHD.
(426838-T)
Telephone
: 09-5133888
Facsimile
: 09-5145988
PASDEC PINTAS SDN. BHD.
(358830-P)
Telephone
: 09-5133888
Facsimile
: 09-5145988
PASDEC ENGINEERING SDN. BHD.
(879347-V)
Telephone
: 09-5133888
Facsimile
: 09-5145988
BENTONG AQUARIUM & SANCTUARY PARK SDN. BHD. (709060-M)
Telephone
: 09-5133888
Facsimile
: 09-5145988
PASDEC CEMPAKA SDN. BHD.
(672766-A)
Lot 13-01A, Level 12 (East Wing)
Berjaya Times Square, No. 1,
Jalan Imbi, 55100 Kuala Lumpur
Telephone
: 03-21491999
Facsimile
: 03-21431685
GENTING VIEW RESORT DEVELOPMENT SDN. BHD. (76079-K)
KM10, 69000 Genting Highlands,
Telephone
: 03-61002255
Facsimile
: 03-61001236
PRIMA PRAI SDN. BHD.
(277791-V)
Suite 12-3, 12th Floor,
Wisma UOA-2, 21 Jalan Pinang,
50450 Kuala Lumpur.
Telephone
: 03-21644800
Facsimile
: 03-21649723
INTRODUCTION
Pasdec Holdings Berhad (“PASDEC”) is a leading property developer in
Pahang listed on the Main Board of the Bursa Malaysia Securities Berhad
(Stock Code: 6912) under the property counter since 27 October 1997.
PASDEC is responsible for coordinating and marketing Pahang’s vast
resources to create new opportunities for growth and prosperity. Its present
authorised and paid up capital is RM500 million and RM205.9 million
respectively.
As an investment holding company, PASDEC’s principal interests are in
property development, project management, building and civil construction,
manufacturing of bricks, trading of building materials, resort ownership and
property management.
PASDEC’s constantly expanding investment portfolio is channeled through
numerous subsidiary companies and joint ventures.
Corporate Governance Statement
020
Statement of Directors’ Responsibilities
024
Audit Committee Report
025
009
Statement on Internal Control
029
Corporate Information
010
Corporate | Human Resource
Events 2010
031
Corporate Structure
011
Profile of Directors
012
Analysis of Shareholdings 036
Top Management Team
018
List of Properties
038
Financial Statements
Proxy Form
043
Notice of Annual General Meeting
002
Statement Accompanying Notice of
Annual General Meeting
003
Letter from Chairman
004
Group Financial Summary
Profile Of Chief Executive
Officer/President
019
PASDEC Annual Report 2010
CONTENTS
1
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Fifteenth (15th) Annual General Meeting of PASDEC HOLDINGS
BERHAD will be held at Meranti 1, Hyatt Regency Kuantan Resort, Telok Chempedak, 25050 Kuantan,
Pahang Darul Makmur on Tuesday, 21 June 2011 at 10:30 a.m. for the following purposes:AGENDA
1.
To receive the audited financial statements for the year ended 31 December 2010 together with the
reports of the Directors and Auditors thereon.
(Resolution 1)
(Resolution 2)
2.
To approve a final tax exempt (single-tier) dividend of 2% in respect of the financial year ended 31
December 2010.
3.
To re-elect the following Directors who retire in accordance with Article 83 of the Company’s Articles of
Association:-
a)
b)
4.
To consider and if thought fit, to pass the following Ordinary Resolution in accordance with Section 129
of the Companies Act, 1965:-
“That Dato’ Mohamed Amin bin Haji Daud, retiring pursuant to Section 129(6) of the Companies Act,
1965, be and is hereby re-appointed as Director of the Company to hold office until the next Annual
General Meeting”.
(Resolution 5)
5.
To approve the payment of Directors’ fees for the year ended 31 December 2010.
(Resolution 6)
6.
To re-appoint Messrs Hanafiah Raslan & Mohamad as Auditors and to authorise the Directors to fix their
remuneration.
(Resolution 7)
7.
To consider any other business of which due notice shall have been given.
Dato’ Haji Lias bin Mohd Noor
Dato’ Haji Mohamad Nor bin Ali
(Resolution 3)
(Resolution 4)
NOTICE OF DIVIDEND PAYMENT AND ENTITLEMENT DATE
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NOTICE IS ALSO HEREBY GIVEN THAT a final tax exempt (single-tier) dividend of 2% in respect of the financial year ended
31 December 2010, if approved by the shareholders at the forthcoming Fifteenth Annual General Meeting, shall be paid on
26 August 2011.
The entitlement date shall be on 8 August 2011 and a Depositor shall qualify for entitlement to the dividend only in respect of:
a. Shares transferred to the Depositors’ Securities Account before 4:00 p.m. on 8 August 2011 in respect of transfers; and
b. Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia
Securities Berhad. By Order Of The Board,
SHAKERAH ENAYETALI
Company Secretary
Kuantan
26 May 2011
NOTES :
1.
A member entitled to attend and vote at the meeting may appoint not more than two proxies to attend and vote in his stead, but such appointment shall be
invalid unless he specifies the proportions of his holdings for each proxy. A proxy may, but need not be a member of the Company and the provisions of
Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.
2.
A member of the Company who is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991 may appoint at least one
proxy but not more than two proxies in respect of each securities account.
3.
The instrument appointing a proxy must be signed by the appointer or his attorney duly authorised in writing or if the appointer is a corporation either under
common seal or under the hand of an attorney or an officer duly authorised.
4.
The instrument appointing a proxy must be deposited at the Registered Office of the Company at 14th Floor, Menara Teruntum, Jalan Mahkota, 25000
Kuantan, Pahang Darul Makmur, not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.
STATEMENT ACCOMPANYING NOTICE OF
ANNUAL GENERAL MEETING
(Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad)
DETAILS OF INDIVIDUALS WHO ARE STANDING FOR ELECTION AS DIRECTORS
No individual is seeking election as a Director at the Fifteenth Annual General Meeting of the Company.
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LETTER FROM CHAIRMAN
“
Dear Shareholders,
On behalf of the Board
of Directors of Pasdec
Holdings Berhad (“PASDEC”
or the “Company”), I have
the pleasure of presenting to
you the Annual Report and
Audited Financial Statements
of PASDEC Group for the
financial year ended 31
December 2010.
“
DATO’ SRI DIRAJA HAJI ADNAN BIN YAAKOB
Chairman
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LETTER FROM CHAIRMAN (CONTINUED)
OPERATING environment
CORPORATE DEVELOPMENT
While the Malaysian economy contracted by 1.7% in the year
2009, the year 2010 saw a strengthening recovery particularly
in the first half of the year while the growth momentum softened
in the second half of the year in tandem with moderation in
global trade. Nevertheless, a healthy growth of 7.2% was
recorded in the Malaysian economy for the year 2010.
During the year, RM7 million nominal amount of Rainbow
Exchangeable Bonds (REBs) issued under Series 2 were
redeemed. To date, the entire RM15 million nominal amount
issued under Series 1 and RM98 million out of RM135 million
issued under Series 2 have been redeemed.
The Malaysian Government continued to play a crucial role
in supporting the economy. During the year, various national
programmes were implemented to enhance infrastructure
and public sector delivery systems. External demand also
rebounded strongly in the first half of the year supported by
strong regional demand.
FINANCIAL PERFORMANCE
The Group’s turnover for the financial year ended 31 December
2010 stood at RM85.14 million compared to the turnover of
RM103.2 million recorded in the previous financial year due
to moderate growth of the property sector in the year 2010.
Despite the decrease in revenue, the Group turned in a profit
of RM4.47 million for the financial year 2010 compared to the
net loss of RM8.7 million recorded last year. Earnings per
share improved to 0.51 sen against net loss per share of 2.15
sen the previous year.
DIVIDEND
The Board of Directors is pleased to recommend for
shareholders’ approval a first and final tax exempt (singletier) dividend of 2% per ordinary share of RM1.00 each in the
Company in respect of the financial year 2010.
In the financial year 2010, the Group established a new
subsidiary, Pasdec Engineering Sdn. Bhd., in collaboration
with Perunding ZNA Group. This subsidiary provides value
engineering designs and other environmental and cost saving
technology and services for the construction industry.
On 30 December 2010, the Company entered into a Sale
and Purchase Agreement with Kim Swee Loong Sdn. Bhd. to
acquire the remaining 49% equity interest it did not already
owned in its subsidiary, Kimdec Corporation Sdn. Bhd.
for RM17,618,814. As a result of this acquisition, Kimdec
Corporation Sdn. Bhd. is now a wholly owned subsidiary of
PASDEC.
More recently, the Company acquired 100% equity interest in
Pahang Off-Shore Sdn. Bhd. via a wholly owned subsidiary,
Mutiara Pasdec Sdn. Bhd. and entered into an agreement for
the disposal of its entire equity interest in Kuantan Bricks Sdn.
Bhd. held via a wholly owned subsidiary, Pasdec Bina Sdn.
Bhd. The acquisition of Pahang Off-Shore Sdn. Bhd. has been
completed while the disposal of Kuantan Bricks Sdn. Bhd. is
pending the settlement of the consideration by the purchaser.
REVIEW OF OPERATIONS
The Group continued to focus on its main business of
property development whilst maintaining its involvement
in the construction, property management, trading and
manufacturing activities.
During the year, PASDEC Group generated a turnover of
RM52.6 million from sales of 228 units of development
properties within its on-going projects. Purchasers of 205
The growth was driven by robust domestic demand, especially
from private sector activities. Private consumption expanded
on the back of improved labour market conditions, a steady
increase in personal income as well as more optimistic
consumer sentiment.
5
completed units at Balok Permai, first phase of Pinggiran Kota
and first phase of Bandar Putra in Kuantan were handed over
keys to their respective houses.
The Group’s flagship projects at Bandar Putra, Baluk Perdana
and Pasdec Damansara, all in Kuantan, continued to progress
well in terms of construction and sales.
Bandar Putra township has a total estimated gross
development value of RM1.3 billion and is being developed
in various phases on 417 acres of freehold land in Tanjung
Lumpur. The first phase was launched in 2008 and until todate,
85% of the residential units have been taken up while Putra
Business Centre which was launched last year has generated
very encouraging demand.
During the year under review, we added to our land bank 30
acres of land at Chenor, Maran for future development.
Pasdec Bina Sdn. Bhd., our construction arm, completed
several in-house Group projects during the year while
progressing with the building works of the Customs Complex
in Mentakab worth RM13.6 million in value.
CORPORATE SOCIAL RESPONSIBILITY
PASDEC Group believes in doing business that delivers
sustainable value to our stakeholders and the society at
large. As a responsible property developer, we have in place
environmental plans and strategies that are in-line with our
beliefs. Our tag line “Developing lifestyle, fulfilling dreams”
reflects our commitment to provide quality homes within safe
and friendly community for the society that we build.
Our People
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The Group understands that it is important for a business
organization to be lean and mean to optimize on operational
costs and to maximize resources in order to achieve better
business performance and build market niche. We also
recognize that it is equally important to develop, grow and
care for our staff as we strongly believe that the engine of
performance of an organization is primarily driven by its
people. We strive to inspire and provide our employees with
opportunities to pursue academic and personal excellence
which in turn will enable the Group to achieve its medium and
long term goals.
Community and Environment
At PASDEC, we encourage our staff to participate in the
corporate social responsibility initiatives, programmes and
charity works of the Group. PASDEC Staff Volunteer was
set up with the aim to create a platform for the employees
Customs Complex in Mentakab
to go down to the ground to extend a helping hand to the
community and the needy. The experience is in itself a reward
and a sense of personal satisfaction for the team, which
currently has 50 staff members.
As a government linked company (GLC), we are responsible
for the development and well being of our people, particularly
the quality of life in homes within the community in the
townships that we built. We continuously promote and foster
close relationship with the community by participating and
contributing to programmes that benefit the community such
as the yearly Ramadhan Feast, Tree Planting and “Go Green
Awareness” campaign as well as motivational workshops for
students.
As a responsible property developer, we have put in place an
environment management plan as well as initiatives which are
in line with our MS ISO9001 : 2008 status that emphasizes
on quality standards, value and services. Priorities are given
to preserving the natural surroundings within new township,
incorporation of natural ventilation in the designs of the houses
and buildings that we develop and the usage of environmental
friendly construction materials, where possible, without
compromising on quality.
THE FUTURE
The Malaysian economy is projected to grow at 5 to 6% in the
year 2011. The property market is expected to remain strong
despite global challenging events such as the recent Japan
earthquakes.
The residential sub-sector will continue to be supported by
the expansion in domestic demand and favourable financing
environment while the non-residential sub-sector will be driven
by the on-going construction of purpose built offices and retail
space and the public sector’s expenditure on building and
upgrading of schools, hospitals and clinics.
Measures such as the “My First Home Scheme” and the
“Affordable Quality Housing Programme” to help young
adults who have just joined the workforce own their first
home and the 50% exemption on stamp duty for houses
below RM350,000 announced by the Government in the 2011
Budget, are expected to underpin the property market.
PASDEC Group will continue to emphasize on development of
medium cost houses and we aim to increase our market share
through improved product designs and quality.
In addition to our on-going development projects to cater to
various market segments, we plan to launch approximately
RM252 million worth of properties in the coming year. These
include the development of Pasdec Persona and Pasdec
Avenue in Kuantan as well as Pasdec Perdana and Pasdec
Idaman in Temerloh.
The Group will launch its next phase of residential development
at Bandar Putra comprising of 222 units of link houses and
54 units of semi-detached homes with a gross development
value of RM90 million in the second half of this year.
Looking ahead, as an effort to replenish our land bank, we
plan to acquire approximately 300 acres of strategic land in
Kuantan, Jerantut, Rompin and Temerloh. We also seek for
development opportunities outside Pahang particularly in
the Klang Valley either via strategic joint ventures or direct
acquisition in order to strengthen our position as a property
developer.
APPRECIATION
On behalf of the Board of Directors, I wish to express my
sincere gratitude and appreciation to all our stakeholders; our
customers for their trust in our products; our employees for
their unrelenting dedication and hard work; our shareholders
and business partners for their continued support and
confidence in the Group.
I must also thank the government authorities, especially the
State EXCO members and the State Government of Pahang
for their uncompromising and constant support of the Group.
My special thanks and gratitude goes to my fellow Board
members for their commitment and wisdom that proved
fundamental in steering the Group towards success.
DATO’ SRI DIRAJA HAJI ADNAN BIN HAJI YAAKOB
Chairman
12 May 2011
In the area of diversification, the Group is considering investing
in the renewable energy, green technology and oil and gas
sectors.
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GROUP FINANCIAL SUMMARY
Year Ended 31 December
Turnover
Profit/(Loss) After Taxation
Net Assets
Net Assets Per Share (RM)
Earnings/(Loss) Per Share (Sen)
TURNOVER
(RM’million)
100
106
PROFIT/(LOSS) FOR THE YEAR
(RM’million)
NET ASSETS
(RM’million)
103
97
85
300
80
60
40
20
0
2006
384
400
107
2007
2008
2009
2010
25
20
15
10
5
0
-5
-10
-15
-20
-25
349
350
346
2007
2008
2009
327
26
200
100
4
1
2006
2007
2008
(9)
2009
4
0
2006
2010
2010
NET ASSETS PER SHARE
(RM)
EARNINGS/(LOSS) PER SHARE
(SEN)
15.34
2
1.75
1.5
1.87
1.59
1.69
1.70
1.68
1.25
1
0.75
0.5
0.25
0
2006
2007
2008
2009
2010
12
10
8
6
4
2
0
-2
-4
-6
-8
-10
-12
2.17
0.55
2006
(2.15)
2007
2008
2009
0.51
2010
120
2010
RM’000
85,143
4,476
384,198
1.87
0.51
2009
RM’000
103,181
(8,706)
345,979
1.68
(2.15)
2008
RM’000
97,175
3,579
350,399
1.70
2.17
2007
RM’000
107,229
26,404
348,984
1.69
15.34
2006
RM’000
105,659
1,251
326,576
1.59
0.55
9
CORPORATE INFORMATION
BOARD OF DIRECTORS
YAB DATO’ SRI DIRAJA HAJI ADNAN BIN HAJI YAAKOB
YH DATO’ HAJI MOHAMAD NOR BIN ALI
Non-Independent Non-Executive Chairman
Non-Independent Non-Executive Director
YH DATO’ ABDUL GHANI BIN L. SULAIMAN
YH DATO’ MOHAMED AMIN BIN HAJI DAUD
Non-Independent Non- Executive Deputy Chairman
Senior Independent Non- Executive Director
YH DATO’ HAJI LIAS BIN MOHD NOOR
YH DATO’ SRI KHALID BIN MOHAMAD JIWA
Independent Non- Executive Director
YH DATO’ DR. HAMDAN BIN JAAFAR
YH DATO’ ABDULLAH BIN A. RASOL
Independent Non- Executive Director
CHIEF EXECUTIVE OFFICER/PRESIDENT
REGISTRAR
YH DATO’ MOHD KHAIRUDDIN HJ. ABDUL MANAN
Securities Services (Holdings) Sdn. Bhd.
Level 7, Menara Milenium
Jalan Damanlela, Pusat Bandar Damansara
Damansara Heights, 50490 Kuala Lumpur
Telephone : 03-2084 9000
Facsimile : 03-2094 9940
03-2095 0292
: [email protected]
e-mail
COMPANY SECRETARY
MISS SHAKERAH ENAYETALI
REGISTERED OFFICE
Tingkat 14, Menara Teruntum
Telephone : 09-5133888
Facsimile : 09-5145988
10
WEBSITE
www.pasdec.com.my
AUDITORS
Messrs. Hanafiah Raslan & Mohamad
Public Accountants
PRINCIPAL BANKERS
CIMB Bank Berhad
RHB Bank Berhad
HSBC Bank Berhad
AMBank Berhad
EON Bank Berhad
STOCK EXCHANGE LISTING
Main Board of Bursa Malaysia Securities Berhad
CORPORATE STRUCTURE
Pasdec Corporation Sdn. Bhd.
100%
100%
Pasdec Putra Sdn. Bhd.
40%
Pasdec Cempaka Sdn. Bhd.
40%
Genting View Resort
Development Sdn. Bhd.
Kuantan Tembeling Resort Sdn. Bhd.
100%
Pasdec Land Sdn. Bhd.
100%
Pasdec Mega Sdn. Bhd.
20%
100%
100%
100%
70%
70%
100%
100%
Prima Prai Sdn. Bhd.
Sumbangan Sakti Sdn. Bhd.
Mutiara Pasdec Sdn. Bhd.
Pasdec Bina Sdn. Bhd.
Pasdec Pintas Sdn. Bhd.
100%
100%
Pahang Aircraft Industries
Sdn. Bhd.
100%
Pasdec Trading Sdn. Bhd.
100%
Pahang Off-Shore Sdn. Bhd.
Kuantan Bricks Sdn. Bhd.
Bentong Aquarium & Sanctuary Park Sdn. Bhd.
Kimdec Corporation Sdn. Bhd.
Pasdec Engineering Sdn. Bhd.
Property Development/
Management
Construction
Trading
Others
Manufacturing
100%
11
PROFILE OF DIRECTORS
12
Dato’ Sri DiRaja Haji Adnan Bin Haji Yaakob
Chairman
Dato’ Abdul Ghani Bin L. Sulaiman
Deputy Chairman
PROFILE OF DIRECTORS (CONTINUED)
Dato’ Sri DiRaja Haji Adnan bin Haji Yaakob, a Malaysian, aged 61, was appointed as Chairman and Director of Pasdec
Holdings Berhad on 21 January 2003. He also serves as Chairman of the Tender Committee.
He holds a B.A (Hons) and Diploma in Education from University of Malaya. In October 2010, he was conferred a degree
of Honorary Doctorate in Education Administration. Dato’ Sri DiRaja Haji Adnan is the first ever Malaysian to receive such
honour from the most prestigious and oldest university in Jordan as a recognition towards his contribution to education
especially in providing opportunity to the financially less fortunate students of Pahang to pursue higher education locally
and internationally. The same month last year, he was also conferred the Honorary Doctorate in Technology Management
by Malaysia Pahang University (UMP).
Dato’ Sri DiRaja Haji Adnan is the first recipient of the newly-introduced award of Darjah Sri DiRaja Sultan Ahmad Shah
Pahang (SDSA) which was bestowed upon him by His Royal Highness The Sultan of Pahang on His Royal Highness’ 80th
birthday and carries the title Dato’ Sri DiRaja.
A well-known politician, he is a member of the Pahang State Legislative Assembly representing the Pelangai Constituency
since 1986. Dato’ Sri DiRaja Haji Adnan has been the Chief Minister of Pahang since May 1999. He is also the Chairman of
the State Executive Council of Pahang and holds portfolios in various committees.
Dato’ Sri DiRaja Haji Adnan is the Chairman of Mentiga Corporation Berhad and state owned agencies such as Perbadanan
Kemajuan Negeri Pahang (PKNP), Pahang State Foundation, Amanah Saham Pahang (ASPA), Kumpulan Permodalan
Bumiputera Pahang (KUMIPA), Lembaga Kemajuan Perusahaan Pertanian (LKPP) and Perbadanan Perpustakaan Awam
Pahang (PPAP).
He does not have any family relationship with any other director and/or major shareholder, nor any conflict of interest with
Pasdec Holdings Berhad. He has not been convicted for any offences (other than traffic offences) within the past 10 years.
Dato’ Abdul Ghani bin L. Sulaiman, a Malaysian, aged 68, was appointed as Deputy Chairman and Director of Pasdec
Holdings Berhad on 22 April 2003. He graduated with a degree in Bachelor of Arts (Honours) from the University of Malaya
in 1968 and served as an Officer of the Malaysian Administrative and Diplomatic Service in various government agencies.
Dato’ Abdul Ghani went on to serve as the State Secretary of Pahang in 1996 before retiring in 1998. Presently, he is the
Deputy Chairman of Pahang State Planning Appeal Board under the Town And Country Planning Act, 1976 and Chairman of
Segi Perkasa (M) Sdn. Bhd. He is Chairman of the Remuneration Committee of Pasdec Holdings Berhad.
Subsequently, he obtained his Diploma in Development Administration from Manchester University, United Kingdom in
1976, after which he continued to hold various posts in government agencies including the post of Malacca State Financial
Officer, Sarawak State Development Officer, General Manager of Penang Regional Development Authority (PERDA) and
Director of Pay and Allowance Division, Public Services Department, Malaysia.
13
14
Dato’ Haji Lias Bin Mohd Noor
Non-Independent
Non-Executive Director
Dato’ Dr. Hamdan Bin Jaafar
Non-Independent
Dato’ Haji Mohamad Nor Bin Ali
Non-Independent
Dato’ Haji Lias bin Mohd Noor, a Malaysian, aged 60, was appointed to the Board on 19 August 2002. He is a B.A (Econs)
(Hons) graduate of Universiti Kebangsaan Malaysia. In 1993, he attended the Stanford Executive Program at Stanford
University, USA and later in 2000 earned an MBA from Universiti Kebangsaan Malaysia.
He is the Chief Executive Officer of Perbadanan Kemajuan Negeri Pahang (PKNP). Prior to being promoted to his present
post on 1 January 2003, he was the Acting Chief Executive Officer and Deputy General Manager of PKNP. He also sits on
the Board of Astana Golf Resort Berhad and Pascorp Paper Industries Berhad.
Dato’ Haji Lias is Chairman of the Executive Committee and a member of the Nomination Committee and Tender Committee
of Pasdec Holdings Berhad.
Dato’ Dr. Hamdan bin Jaafar, a Malaysian aged 60, was appointed to the Board on 14 November 1995. He is an Economics
Graduate from University Malaya and joined Perbadanan Kemajuan Negeri Pahang (PKNP) as an Administrative Officer upon
his graduation in 1974.
He served in various departments within the PKNP Group and went on to become the Deputy General Manager before being
promoted to Chief Executive of PKNP, a post which he held from 1994 to 2001. He was appointed as an Executive Director
of Pasdec Holdings Berhad in December 1996 and subsequently in November 2001, he was seconded to Pasdec Holdings
Berhad as the Group Managing Director where he served until early January 2005 before being called back to serve PKNP
until his retirement in 2007.
During his tenure with PKNP, he attended the Stanford Top Management Program at Stanford University, USA in 1986.
Dato’ Dr. Hamdan’s quest for knowledge earned him a Doctorate in Business Administration from the European-American
University at Oxford Centre and a Fellowship with The Oxford Centre for Leadership, United Kingdom in 2011. He has also
been awarded a Doctorate in Business Administration by The Oxford Association of Management in 2006 and has been a
Fellow of The Oxford Centre for Leadership in Business Administration since 2007.
Presently, he is running his own business. His experience ranges from township and real estate development to major
socio-economic development in Pahang. Dato’ Dr. Hamdan is also a member of the Audit Committee and Remuneration
Committee of Pasdec Holdings Berhad.
Dato’ Haji Mohamad Nor bin Ali, a Malaysian, aged 65, was appointed to the Board on 22 August 2002. Having graduated
from University of Malaya with a B.A (Hons) Sociology in 1969, Dato’ Haji Mohamad Nor went on to take his Diploma in
Management Science, and subsequently earned an MBA (Investments) and MBO from Northrop University, USA. He is a
Fellow of Canadian Comprehensive Auditing Foundation (CCAF) since 1986.
He has vast experience in the audit field having served in the Public Sector as Director of Audit in various states including
Pahang, Terengganu, Johor and Selangor. He was the Assistant Auditor General in 1996 before being promoted to Deputy
Auditor General, a post he held until his retirement in 2001.
He is a member of the Executive Committee, Remuneration Committee and Tender Committee of Pasdec Holdings Berhad.
15
16
Dato’ Mohamed Amin Bin Haji Daud
Senior Independent
Dato’ Sri Khalid Bin Mohamad Jiwa
Independent Non-Executive Director
Dato’ Abdullah Bin A. Rasol
Independent Non-Executive Director
Dato’ Mohamed Amin bin Haji Daud, a Malaysian, aged 73, was appointed to the Board on 30 April 1997. He is a Barristerat-law of the Honorable Society of Middle Temple and was called to the English Bar in November 1971. Upon returning
to Malaysia, he joined Messrs Ibam Sdn. Bhd. in 1972 as Company Secretary and was later promoted to Deputy General
Manager of the same company. Subsequently, he went on to set-up his own law practice with two other lawyers in Kuantan.
He was a Member of Parliament of Pekan, Pahang from 1982 to 1986 and Rompin, Pahang from 1986 to 1990. He served as
the Deputy Speaker of Dewan Rakyat Malaysia from 1986 until 1990. He was the Chairman of Lembaga Kemajuan Pahang
Tenggara from 1986 until 1995 and Chairman of Kuantan Port Authority from 1985 until 1987.
Dato’ Mohamed Amin serves as Chairman of the Audit Committee and a member of the Nomination Committee of Pasdec
Holdings Berhad.
Dato’ Sri Khalid bin Mohamad Jiwa, a Malaysian aged 52, was appointed to the Board of Pasdec Holdings Berhad on 30
April 1997. He serves as Chairman of Nomination Committee and a member of Audit Committee of Pasdec Holdings Berhad.
He also currently sits on the Board of DFZ Capital Berhad and previously on the Board of Naluri Corporation Berhad,
Atlan Holdings Berhad, Asian Composite Manufacturing Sdn. Bhd. and United Industries Sdn. Bhd. Dato’ Sri Khalid is the
Group Executive Chairman of K-Corporation Sdn. Bhd. and its group of companies dealing with construction, property
management, cosmetic products, specialised trading, IT and media services and agriculture activities.
Dato’ Sri Khalid is a business graduate and had previously worked in the financial sector after completing his studies in 1981.
He then left the bank to start his own business with vast experience and knowledge in financial business. He is the Chairman
and Founder of Yayasan Nurjiwa, a foundation that is actively involved in charity and social activities.
Prior to joining Eden Inc. Berhad, he was the Executive Director and Chief Executive Officer of Amanah General Insurance
Berhad. He served the Amanah Capital Group since 1984, initially serving as the Finance Manager of Amanah Merchant
Bank Berhad (AMBB) and moving on towards corporate banking and subsequently as the General Manager of AMBB. His
tasks whilst at AMBB include marketing and evaluation of credit facilities, management of assets, financial advisory, equity
restructuring and project financing. He gained audit and accounting experience in Coopers & Lybrand, Guthrie Malaysia
Holdings Bhd and Pernas Construction Sdn. Bhd. prior to joining AMBB.
Dato’ Abdullah serves as a member of the Audit Committee and the Remuneration Committee of Pasdec Holdings Berhad.
Dato’ Abdullah bin A. Rasol, a Malaysian, aged 61, was appointed to the Board on 23 May 2002. Dato’ Abdullah is a Fellow
of the Chartered Association of Certified Accountants, United Kingdom and a Chartered Accountant with the Malaysian
Institute of Accountants. He is presently the Director, Corporate Affairs of Eden Inc. Berhad.
17
TOP MANAGEMENT TEAM
Dato’ Mohd Khairuddin Hj Abdul Manan
Chief Executive Officer/President
Goh Song Han
Senior Vice President Corporate Resources
18
Shakerah Enayetali
Group Company Secretary
Mohd Azman Bin Sa’ad
Senior Vice President Property
PROFILE OF CHIEF EXECUTIVE OFFICER/PRESIDENT
Dato’ Mohd Khairuddin Hj Abdul Manan, a Malaysian,
aged 54, was appointed as Chief Executive Officer/
President of Pasdec Holdings Berhad on 11 March 2009.
He holds a B.A (Hons) in Strategic Environmental Planning
Studies from Liverpool John Moores University, England.
Dato’ Mohd Khairuddin started his career as a Forecaster/
Demographer at Binafon Sdn. Bhd. after graduating
in 1982 and went on to gain experience and in depth
knowledge in the property development and construction
industry while serving Rimman International Sdn. Bhd.,
Housecoff Sdn. Bhd. and Panji Timor Sdn. Bhd. as Project
Manager and General Manager.
He ventured into his own property development and
construction business in 1992 and has undertaken
projects in Seremban, Klang Valley, Pahang and Kedah
prior to joining Pasdec Holdings Berhad. Among the
notable projects undertaken by Dato’ Mohd Khairuddin are
the Terminal One and Light Industrial Park in Seremban,
Water Treatment Plant in Habu, Cameron Highland and
Langkawi Hospital in Kuah, Langkawi.
He does not have any family relationship with any other
director and/or major shareholder, nor any conflict of
interest with Pasdec Holdings Berhad. He has not been
convicted for any offences (other than traffic offences)
within the past 10 years and does not hold any shares in
Pasdec Holdings Berhad or its subsidiaries.
Dato’ Mohd Khairuddin Hj Abdul Manan
Chief Executive Officer/President
Dato’ Mohd Khairuddin is also a member of the Malay
College Old Boys’ Association of the Malay College Kuala
Kangsar and a committee member of its Negeri Sembilan
branch.
19
CORPORATE GOVERNANCE STATEMENT
“
“
The Board of Directors of Pasdec Holdings Berhad recognizes the
importance of good corporate governance to the success of the Group.
The Board consistently strives to ensure high standard of corporate
governance is being practiced throughout the Group in ensuring
continuous and sustainable growth for the interests of all stakeholders.
Corporate Governance in Pasdec Holdings Berhad adheres to the principles and best practices of corporate governance as
prescribed in the Malaysian Code of Corporate Governance - Revised 2007 (the Code). The Board is pleased to provide the
following statements, which outlines how the group has applied the principles laid down in the Code during the financial ended
31 December 2010.
THE BOARD OF DIRECTORS
Composition of the Board
The Board currently has eight (8) members comprising of a Non-Executive Chairman, a Non-Executive Deputy Chairman, three
(3) Independent Non-Executive Directors and three (3) Non-Independent Non-Executive Directors.
The Board’s composition represents a mix of knowledge, skills and expertise relevant to the Company’s operations to provide
strong and effective leadership and control of the Group. The profile of each Director is set out on pages 12 to 17 of this Annual
Report.
The Non-Executive Directors, all of whom are respected business leaders in their own right, play an important role in the Board’s
decisions, and provide unbiased and independent views, advice and judgment in the decision making process.
The roles of the Chairman and the Chief Executive Officer/President are distinct and each has clearly defined responsibilities to
ensure a balance of power and authority. The Chairman is primarily responsible for ensuring orderly conduct and effectiveness of
the Board whilst the -Chief Executive Officer/President has the principal responsibility of reporting, clarifying and communicating
matters relating to the day-to-day operations of the Company to the Board.
Board Responsibility
The Board is responsible for the overall performance of the Company and the Group -
and performs the following key duties and responsibilities:
20
i)
ii)
iii)
iv)
v)
ensure the formulation of strategic plan and strategic direction of the Group;
approve the Group’s annual business plan and annual budget;
continuously review the Group’s business operations and monitoring of Group’s performance against the business plan
and budget;
approve major business transactions;
implement and review the appropriate processes and internal controls to manage business risks.
Generally the Board is responsible to ensure that the Group is being managed and conducted in accordance with high standards
of accountability and transparency.
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
Board Meetings
The Board meets at least five (5) times a year. Additional meetings are convened when necessary. During the financial year ended
31 December 2010, seven (7) Board meetings were held and the attendance of each Director and the Chief Executive Officer/
President at the Board meetings is as follows:Director
No. of Meetings Attended
Dato’ Sri DiRaja Haji Adnan bin Haji Yaakob
Dato’ Abdul Ghani bin Sulaiman
Dato’ Haji Lias bin Mohd Noor
Dato’ Dr. Hamdan bin Jaafar
Dato’ Haji Mohamad Nor bin Ali
Dato’ Mohamed Amin bin Haji Daud
Dato’ Sri Khalid bin Mohamad Jiwa
Dato’ Abdullah bin A. Rasol
Dato’ Mohd Khairuddin Hj. Abdul Manan (Chief Executive Officer/President)
7 / 7
6 / 7
7 / 7
7 / 7
7 / 7
7 / 7
7 / 7
5 / 7
7 / 7
%
100
86
100
100
100
100
100
71
100
Supply of Information
The agenda and Board papers are distributed well in advance of each Board meeting to enable the Directors to fully consider and
appreciate the matters arising for discussion, and to seek additional information of the same, if necessary. The Chief Executive
Officer/President attends the Board meetings and senior management staff may also be invited to participate at the Board
meetings to provide the Board with detailed explanations and clarifications on issues that are being deliberated.
All the Directors have access to the advice and services of the Company Secretary and the senior management staff in the
Group. The Directors may also seek independent professional advice, where necessary, in the furtherance of their duties at the
Group’s expense.
Board Committees
a)
Audit Committee
The Audit Committee report detailing its membership, its terms of reference and activities during the year is set out in pages
25 to 28 of this Annual Report.
b)
Nomination Committee
The nomination committee comprises of two (2) Independent Non-Executive Directors, and one (1) Non-Independent NonExecutive Director, the majority of whom are independent:-
Dato’ Sri Khalid bin Mohamad Jiwa (Chairman - Independent, Non-Executive)
Dato’ Mohamed Amin bin Haji Daud (Senior Independent, Non-Executive)
Dato’ Haji Lias bin Mohd Noor (Non-Independent, Non-Executive)
The Board has delegated specific responsibilities to other Board committees, which operate with clearly defined terms of
reference.
21
The Committee is primarily responsible for the followings:-
i)
ii)
iii)
c)
Remuneration Committee
The Remuneration Committee comprises of four (4) Non-Executive Directors, one of whom is independent:-
Dato’ Haji Abdul Ghani bin Sulaiman (Chairman - Non-Independent, Non-Executive)
Dato’ Dr. Hamdan bin Jaafar (Non-Independent, Non-Executive)
Dato’ Haji Mohamad Nor bin Ali (Non-Independent, Non-Executive)
Dato’ Abdullah bin A. Rasol (Independent, Non-Executive)
d)
Other Committee
In addition to the aforementioned committees, the Board has also established a Tender Committee to ensure control over
award of contracts and an Executive Committee to control functions of investment and certain levels of operation of the
Group.
to review and recommend new candidates for appointment to the Board;
to review and recommend appointments to committees of the Board; and
to assist the Board in reviewing on an annual basis the required mix of skills and experience of the Directors of the Company.
The Committee is primarily responsible for making recommendation to the Board on all elements of remuneration and
terms of employment of the Executive Director and Chief Executive Officer/President, drawing from outside advice if
necessary.
Re-election of Directors
In accordance with the Company’s Articles of Association, all Directors who are appointed by the Board during the year are
subject to re-election by shareholders at the Annual General Meeting held following their appointment.
The Company’s Articles of Association also provide that at least one-third (1/3) of the Directors including the Managing Director
shall retire from office at each Annual General Meeting. All Directors shall retire from office once at least in every three (3) years
but shall be eligible for re-election.
Director’s Training
22
All the Directors have attended the Mandatory Accreditation Programme conducted by Bursa Malaysia Securities Berhad. The
Directors are encouraged to attend seminars, forums, training programmes and conferences in order to enhance their skills and
knowledge and to keep abreast with the relevant changes in law, regulations and the business environment to enable them to
discharge their roles and responsibilities effectively.
During the financial year, the Directors attended various seminars, conferences and training programmes organized by various
agencies covering areas that included corporate governance, regulatory updates and business developments, including among
others, the following:1)
2)
3)
4)
Directors’ Duties and Governance Conference 2010;
The Regulatory Framework and Directors’ Duties 2010 “What Directors Need To Know”;
Towards Corporate Governance Excellence For Sustainable Success; and
Latest Audit Committee Issues.
DIRECTORS’ REMUNERATION
Remuneration of the Executive Director is recommended by the Remuneration Committee to the Board and is structured to link
rewards to corporate and individual performance.
The Board as a whole decides on the remuneration of Non Executive Directors, with the individual Director concerned abstaining
from discussion of his own remuneration. Directors’ fees are paid to the Directors with approval by the shareholders at the
Annual General Meeting.
The aggregate remuneration of Directors of the Company for the financial year ended 31 December 2010 categorised by
components and range of remuneration can be found in Note 9 (Page 82) of Notes to the Financial Statements in this Annual
Report.
SHAREHOLDERS
Relations with Shareholders and Investors
The Board recognises the importance of transparency and accountability to its shareholders and communicates with its
shareholders and stakeholders regularly through timely release of financial results on a quarterly basis, press releases and
announcements, which provide shareholders with an overview of the Group’s performance, operations and major developments.
The Annual General Meeting serves as the primary channel for communicating with shareholders. Shareholders who are unable
to attend are allowed to appoint proxies to attend and vote on their behalf. The Chairman and the Board will respond to the
questions raised by the shareholders during the Annual General Meeting.
Shareholders and the general public may obtain up-to-date information relating to the various activities of the Group by assessing
its website at www.pasdec.com.my. The Group’s press releases and latest financial and non-financial announcements can also
be found in this website.
ACCOUNTABILITY AND AUDIT
Financial Reporting
Internal Control
The Directors acknowledge their responsibilities for the internal control system in the Group, which include financial controls,
operational controls, compliance monitoring as well as risk management in order to safeguard shareholders’ investment and the
Company’s assets. The Group’s Statement of Internal Control is set out on page 30 of this Annual Report.
Relationship with External Auditors
The Board maintains a formal and transparent professional relationship with the external auditors through the Audit Committee.
The Audit Committee has been empowered to communicate directly with both the internal and external auditors.
The external auditors have an obligation to bring significant defects to the Group’s system of control and compliance to the
attention of the management and if necessary, to the Audit Committee and the Board.
In presenting the annual financial statements and quarterly announcement to the shareholders, the Board is committed to
presenting a balanced and fair assessment of the Group’s financial position, performance and prospects while complying with all
applicable regulations and accounting standards. To this end, the Audit Committee assists the Board in discharging its fiduciary
duties relating to corporate accountability and reporting practices of the Group.
23
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for the preparation of financial statements for each financial year to give a true and fair view of
the state of affairs of the Group and of the Company and of the results and cash flows of the Group and of the Company for the
financial year then ended.
In ensuring the preparation of these financial statements the Directors have:-
ensured compliance with applicable approved accounting standards;
-
adopted suitable accounting policies and apply them consistently; and
-
made judgments and estimates that are reasonable and prudent.
The Directors are responsible for ensuring that the Company and the Group maintain accounting records that disclose with
reasonable accuracy the financial position in order to ensure that the financial statements comply with the Companies Act, 1965.
The statement of Directors pursuant to Section 168(15) of the Companies Act, 1965 is set out on page 47 of this Annual Report.
The Directors have general responsibilities for taking such steps that are reasonably available to them to safeguard the assets of
the Group, and to prevent and detect fraud and other irregularities.
24
AUDIT COMMITTEE REPORT
Pasdec Hodlings Berhad Board of Directors has ensured that the best practices and principles of the Code in relation to Audit
Committee have been applied. The Audit Committee has been formed to emphasize on the importance of good governance,
accountability and transparency in all aspects of the Group.
COMPOSITION OF AUDIT COMMITTEE
The members of the Audit Committee are:1.
Dato’ Mohamed Amin bin Haji Daud (Chairman / Senior Independent Non-Executive Director)
2.
Dato’ Sri Khalid bin Mohamad Jiwa (Member / Independent Non-Executive Director)
3.
Dato’ Abdullah bin A. Rasol (Member / Independent Non-Executive Director)
4.
Dato’ Dr. Hamdan bin Jaafar (Member / Non-Independent Non-Executive Director)
MEETINGS
The Audit Committee convened seven (7) meetings in the financial year ended 31 December 2010. The details of attendance of
each Audit Committee member at the Audit Committee meetings are as follows:Director
No. of Meetings Attended Percentage %
Dato’ Mohamed Amin bin Haji Daud
Dato’ Sri Khalid bin Mohamad Jiwa
Dato’ Abdullah bin A. Rasol
Dato’ Dr. Hamdan bin Jaafar
7 / 7
5 / 7
6 / 7
7 / 7
100
71
86
100
TERMS OF REFERENCE
Objectives
Membership
The members of the Audit Committee shall be appointed by the Board from amongst their number and shall be composed of no
fewer than three (3) members with a majority of Independent Non-Executive Directors.
At least one member of the Audit Committee:(a)
Must be a member of the Malaysian Institute of Accountants; or
(b)
If he is not a member of the Malaysia Institute of Accountants, he must have at least 3 years working experience and:(i)
he must have passed the examinations specified in Part I of the Schedule of the Accountants Act 1967; or
(ii) he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the
Accountants Act, 1967.
The primary objectives of the Audit Committee is to assist the Board of Directors in the effective discharge of its fiduciary
responsibilities for corporate governance, financial reporting, risk management, internal control and compliance of statutory
and legal requirements. The Audit Committee is to review the quality of the audits conducted both by the internal and external
auditors of the Company.
25
AUDIT COMMITTEE REPORT (CONTINUED)
The Chairman of the Audit Committee shall be an independent Non-Executive Director appointed by the Board. No alternate
director shall be appointed as a member of the Audit Committee.
The Board shall review the performance of the Audit Committee and each of its members at least once in every three (3) years
to determine that they have carried out their duties in accordance with their terms of reference.
The Board shall, within three (3) months of a vacancy occurring in the Audit Committee which results in the number of members
reduced to below three (3), appoint such number of new members as may be required to make up the minimum number of three
(3) members.
Notice of Meeting and Attendance
The agenda for Audit Committee meetings shall be circulated before each meeting to members of the Committee. The quorum
for each meeting shall comprise of at least two (2) members and the majority of members present shall be Independent Directors.
The Audit Committee has the discretion to invite other Directors, members of the management and employees of the Group, and
/ or the external auditors to its meetings.
The Company Secretary of the Company shall be the Secretary of the Committee.
Frequency of Meetings
The Committee shall meet at least four (4) times during each financial year. Additional meeting may be called at any time at the
discretion of the Chairman of the Committee.
Authority
The Audit Committee has the following authority as empowered by the Board:(a)
(b)
(c)
(d)
(e)
(f)
to investigate any activity of the Company within its term of reference;
have the resources which are required to perform its duties;
have full and unrestricted access to any information and personnel pertaining to the Group;
have direct communication channels with the external and internal auditors;
to convene meetings with the external auditors excluding the attendance of the executive members of the Committee,
whenever deemed necessary; and
to obtain independent professional advice as necessary.
Duties and Responsibilities
26
In fulfilling its primary objectives, the Audit Committee shall undertake the following duties and responsibilities:1.
Review the quarterly results and year end financial statements, prior to the approval by the Board of Directors, focusing
particularly on:(a)
(b)
(c)
(d)
going concern assumptions;
changes in or implementation of major accounting policy;
significant and unusual events; and
compliance with accounting standards, regulatory and other legal requirements.
2.
Review and discuss with the external auditors of the following:(a)
(b)
(c)
(d)
(e)
the audit plan prior to the commencement of audit;
their audit report;
their evaluation of the system of internal control;
problems and reservations arising from interim and final external audits, and any matters the external auditors may
wish to discuss (in the absence of management, where necessary); and
their management letter and management’s response.
3.
Review any related party transaction and conflict of interest situation that may arise within the Company or the Group,
including any transaction, procedure or course of conduct that raises questions of management integrity.
4.
Review the following in respect of Internal Auditors:(a)
(b)
(c)
(d)
(e)
(f)
(g)
adequacy of the scope, functions and resources of the internal audit function and that it has the necessary authority
to carry out its work;
internal audit programme, processes and results of the internal audit programme, processes or investigation
undertaken and whether or not appropriate actions are taken on the recommendations of the internal audit function;
effectiveness of the system of internal control;
major findings of internal audit investigations and management’s response;
review any appraisal or assessment of the performance of the staff of the internal audit function;
approve any appointment or termination of senior staff member of the internal audit function; and
note resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his/
her reason for resignation.
5.
Consider and recommend the nomination and appointment, the audit fee and any questions of resignation, dismissal or
re-appointment of the external auditors.
6.
Report promptly to Bursa Malaysia Securities Berhad on any matter reported by it to the Board of Directors which has not
been satisfactorily resolved resulting in the breach of the Listing Requirements.
7.
Carry out such other responsibilities, functions or special assignments as may be defined jointly by the Audit Committee
and Board of Directors from time to time.
Pasdec Holdings Berhad supports internal audit as an independent appraisal function to examine and evaluate its activities as
a value-added service to the management. The Internal Audit Department was incepted to provide internal audit services to the
Group. The internal audit function is independent of the activities they audit and audit is performed with impartiality, proficiency
and professional due care.
The internal audit team assists the Audit Committee in providing assurance on the existence of sound system of internal controls
within the Group. The annual audit plan is presented to the Audit Committee for approval. Audit findings on internal control
weaknesses and recommendations for improvements in the audit reports are presented to Audit Committee.
During the financial year ended 31 December 2010, the internal audit function was performed in-house and the cost incurred
was RM178,566.94.
INTERNAL AUDIT
27
SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE
The Audit Committee has discharged its functions and duties by introducing a systematic and disciplined method to improve
the effectiveness of risk management, internal control and governance process for the Group. Summary of the key activities are
as follows:i.
Financial Statement
a)
b)
c)
d)
ii.
Internal Audit
a)
b)
c)
iii.
The Group’s quarterly financial results announcements;
The Group’s annual audited financial statements and recommended to the Board for approval;
Reviewed related party transactions within the Group;
Review the Group’s annual budget and recommended to the Board for approval.
Reviewed the results of the risk assessment exercise and annual internal audit plan;
Instruct follow-up audits to determine the status of implementation of the recommendations made by Internal Audit;
and
Reviewed audit reports, findings and recommendations presented by Head of Internal Audit in respect of internal
control and system weaknesses.
External Audit
a)
b)
The external auditor’s reports in relation to the audit and accounting issues arising from its audit, and updates of new
developments on accounting standards issued by Malaysian Accounting Standard Board; and
External Auditors’ annual audit strategy and plan.
ADDITIONAL COMPLIANCE INFORMATION
Material Contracts Involving Directors’ and Major Shareholder’s Interests
None of the Directors and major shareholders had any material contracts with the Company during the financial year ended
31 December 2010.
Sanctions and / or Penalties Imposed
There were no sanctions and/or penalties imposed on the Company by the relevant regulatory bodies during the financial year
ended 31 December 2010.
28
Non-Audit Fees
The amount for non-audit fees paid or payable to the external auditors and their associates for the financial year ended
31 December 2010 is RM25,000.00.
STATEMENT ON INTERNAL CONTROL
Paragraph 15.27(b) of the Listing Requirements of the Bursa Malaysia Securities Berhad requires the Board of Directors of a
listed company to include in its annual report a “statement about the state of internal control of the company as a group”.
Set out below is the Pasdec Holdings Berhad Board’s Statement on Internal Control.
Key elements of the Group’s internal control system are described below;
i)
Clearly defined lines of authority and a divisionalised organization structure for monitoring the conduct and operations of
individual business units and support services departments;
ii)
Clear division and delegation of responsibilities from the Board to Board Committees and to operating units, including
authorization levels for aspects of the business set out in the Group’s Limits of Authority;
iii)
Establishment of Tender Committee to ensure transparency and integrity of the award process;
iv)
A detailed budgeting process, where operating units prepare budgets for coming year that are approved both at operating
unit level and by the Board;
v)
Periodic reporting of actual results and review against the budget;
vi)
Regular information provided by Management to the Board and its committees, covering financial performance and key
performance indicators including staff utilization and financial cashflow;
vii)
Regular internal audit visits and reviews, which provide independent assurance on the effectiveness of internal controls as
well as advising Management on areas for further improvements;
viii) Clearly documented internal policies and procedures that take into account risk factors. The policies and procedures are
set out in a series of standard operating manuals, which is periodically reviewed for improvements and reflect changes in
business structures and processes as well as changes in external environments.
The Board acknowledges its responsibility of ensuring the effectiveness and adequacy of the internal control system to cover
risk management, financial, operational and compliance controls within the Group. The Board shall also periodically review all
internal control mechanism so as to ensure its strengths are being maintained and weaknesses are being remedied. The Board,
however, does not regularly review the internal control system of its associated companies, as the Board does not have any
direct control over their operations.
29
PASDEC GOES GREEN
30
CORPORATE | HUMAN RESOURCE EVENTS 2010
JANUARY
28
Management Luncheon with the Chairman at
Hyatt Regency Kuantan Resort, Teluk Chempedak,
Kuantan.
FEBRUARY
18-19
Re-certification Audit of ISO 9001: 2008 by SIRIM.
25
MARCH
1
22-25
Assessment of Q-Lassic in-house Course for
technical staff.
27
Launching of latest design of 2 storey semidetached houses at Bandar Putra, Tanjung
Lumpur, Kuantan.
Participation in MAPEX I Exhibition at East Coast
Mall, Kuantan.
17
PASDEC’s Friendly Bowling Tournament with
Ministry Of Finance at Megalanes, Berjaya
Megamall, Kuantan.
30
PASDEC’s staff programme on Work Quality
Improvement.
MAY
11
Staff and Management Gathering at EDC Hall, 3rd
Floor of Kompleks Teruntum, Kuantan.
Senior management gathering with YAB Chief
Minister of Pahang at Hyatt Regency Kuantan
Resort, Kuantan.
15
PASDEC’s Friendly Golf Tournament with various
Pahang Government Department at Maran Hill
Golf Resort, Maran.
15
Participation in Project Exhibition in conjunction
with “Festival Hari Guru Peringkat Kebangsaan
2010’ at East Coast Mall, Kuantan.
APRIL
2-4
Briefing for academic visit from 30 students of IKIP
(Diploma in Journalism) at Kuantan, Tembeling
Resort.
31
CORPORATE | HUMAN RESOURCE EVENTS 2010 (CONTINUED)
22
Community programme for Ujian Penilaian
Sekolah Rendah (UPSR) students co-organized
with (PERKIM) Temerloh Branch at Temerloh
Municipal Council Hall, Mentakab, Pahang.
22
Special promotion programme at Rompin Permai
Project, Rompin.
22
Participation in Sports Carnival at Perbadanan
Memajukan Iktisad Negeri Terengganu (PMINT).
JUNE
10-13
21
14th Annual General Meeting of PASDEC Holdings
Berhad at Meranti 1, Hyatt Regency Kuantan
Resort, Teluk Chempedak.
23
Signing of Memorandum for proposed National
Halal Gelatine Plant in Pahang at the 7th MIHAS.
23
“Green Technology Application in Construction
Sector” seminar at Kuantan Tembeling Resort.
25-27 &
28-30
32
PASDEC Sales Carnival 2010 at Kuantan Parade,
Kuantan.
Emotional Spiritual Quotient (“ESQ”) Training
for PASDEC Staff by ESQ Training Leadership,
Kuantan.
JULY
14-16
20-28
Tree planting program in conjunction with
PASDEC’s Sales Carnival at Sekolah Rendah Jenis
Kebangsaan Cina Chung Ching, Tanah Putih,
Kuantan, Sekolah Rendah Jenis Kebangsaan Cina
Semambu, Kuantan and Sekolah Rendah Jenis
Kebangsaan Tengku Panglima Perang, Indera
Mahkota, Kuantan.
SEPTEMBER
2nd round of tree planting program at Sekolah
Rendah Jenis Kebangsaan Tamil, Indera Mahkota,
Sekolah Rendah Jenis Kebangsaan Bukit
Setongkol, Sekolah Rendah Jenis Kebangsaan
Cina Pooi Ming, Tanjung Lumpur, Sekolah
Menengah Pelabuhan, Balok and Sekolah Rendah
Kebangsaan Tanah Putih, Kuantan.
AUGUST
3-4
Property Development Course at Hotel Putra,
Kuala Lumpur.
Tree planting program at Sekolah Rendah
Kebangsaan Balok Baru and Sekolah Menengah
Tanjung Lumpur, Kuantan.
5
Staff and Management Gathering at 3rd Floor,
EDC Seminar Hall, Kompleks Teruntum, Kuantan.
9
Participation in launching of Pahang BiodiversityBiotechnology Strategic Action Plan at Dewan Jubli
Perak Sultan Haji Ahmad Shah, Kuantan officiated
by YAB Deputy Prime Minister of Malaysia.
19
Breaking of fast at the month of Ramadhan with
the Pahang Chief Minister at his official residence.
JULY
AUGUST
4-6
33
SEPTEMBER
23
Hari Raya Gathering 1431H/2010 at Kompleks
Dagangan Mahkota, Kuantan.
27
Groundbreaking of East Coast Auto City at Bandar
Putra, Kuantan by YAB Pahang Chief Minister.
OCTOBER
5
Hari Raya Aidilfitri Celebration at Kuantan Bricks
Office, Pancing Timur, Kuantan.
OCTOBER
11-14
Participation in Planning & Managing OSH For
Construction Workers at NIOSH, Bangi.
19
Participation in 2011 Post Budget Dialogue at
INTAN, Bukit Kiara, Kuala Lumpur.
20-21
In-House Training Need Analysis (Basic) at Hotel
Citi View, Kuantan.
22
Participation in MAPEX III Exhibition at Kuantan
Parade, Kuantan.
23
PKNP/PASDEC Group Family Day 2010 at Pantai
Balok, Kuantan.
26
Participation in 2011 Budget Seminar at Hyatt
Regency Kuantan Resort, Kuantan.
NOVEMBER
NOVEMBER
10
Appreciation Dinner with Media at Pondok Laguna,
Putra Square, Kuantan.
13-14
Emotional Spiritual Quotient (“ESQ”) Training for
selected staff at Pelangi Beach Resort, Balok,
Kuantan.
34
13
Hi-Tea at Astana Villa, Bandar Indera Mahkota,
Kuantan.
18
Community programme with the Kg. Pasir Panjang
community/villagers in conjunction with Hari Raya
Aidiladha 1431H/2010 celebration.
DECEMBER
DECEMBER
13
‘Breakfast with CEO’ programme kick-off.
35
ANALYSIS OF SHAREHOLDINGS
As At 25 April 2011
Authorised Share Capital
:
Issued and Paid-up Capital
:
Class of Shares
:
Voting Rights
:
RM500,000,000
RM205,978,000
Ordinary Shares of RM1.00 each
One vote per shareholder on a show of hands or one vote per ordinary share on a poll
Analysis Of Shareholdings
Size Of ShareholdingsNo. Of Shareholders
%
No. Of Shares
%
1 - 99
100 - 1000
1001 - 10000
10001 - 100000
100001 – to less than 5% of issued shares
5% and above of issued shares 5
1,824
2,459
667
96
3
0.10
36.09
48.65
13.20
1.90
0.06
161
1,797,637
10,612,619
20,718,633
37,559,900
135,289,050
0.00
0.87
5.15
10.06
18.23
65.68
Total
5,054
100.00
205,978,000
100.00
Directors’ Shareholdings
No Name
36
Direct
No. Of Shares Held
%
Indirect
No. Of Shares Held
%
1. Dato’ Sri DiRaja Haji Adnan bin Haji Yaakob
-
-
-
-
2. Dato’ Abdul Ghani bin L. Sulaiman
-
-
-
-
3. Dato’ Haji Lias bin Mohd Noor
-
-
-
-
4. Dato’ Dr. Hamdan bin Jaafar
-
-
-
-
5. Dato’ Haji Mohamad Nor bin Ali
-
-
-
-
6. Dato’ Mohamed Amin bin Haji Daud
-
-
-
-
7. Dato’ Sri Khalid bin Mohamad Jiwa
-
-
-
-
8. Dato’ Abdullah bin A. Rasol
-
-
-
-
Substantial Shareholders
No Name
Perbadanan Kemajuan Negeri Pahang
Ciri Ehsan Sdn. Bhd.
Pembinaan Sri Jati Sdn. Berhad
Direct
No. Of Shares Held
106,395,650
18,563,800
15,806,600
%
51.65
9.01 7.67
Indirect
No. Of Shares Held
-
-
-
%
-
ANALYSIS OF SHAREHOLDINGS (continued)
As At 25 April 2011
Thirty Largest Shareholders (Without Aggregating Securities From Different Securities Accounts Belonging To The Same
Person)
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
Bank Kerjasama Rakyat Malaysia Berhad
- Perbadanan Kemajuan Negeri Pahang
Ciri Ehsan Sdn. Bhd.
HLG Nominee (Tempatan) Sdn. Bhd.
- Hong Leong Fund Management Sdn. Bhd. for Pembinaan Sri Jati Sdn. Berhad
Yeoh Kean Hua
Poo Choo @ Ong Poo Choi
Chin Kian Fong
Alliancegroup Nominees (Tempatan) Sdn. Bhd.
- Tan Kian Chuan
Chuah Chew Hing Ciptaan Meriang Sdn. Bhd. FEAB Properties Sdn. Bhd.
Lee Chee Heang
Zenith Aim Sdn. Bhd.
Chin Kee Meng
Ooi Chai Tiew OSK Nominees (Tempatan) Sdn. Berhad
- Chin Kiam Hsung
Tew Kim Thin
Kenanga Nominees (Tempatan) Sdn. Bhd.
- Chin Kiam Hsung
Chuang Show Chuan
Tan Swee Heng
TA Nominees (Tempatan) Sdn. Bhd.
- Chuang Nee Wang Kim Lien Chin Sin Lin
Wong Moi @ Wong Yoon Lan Yeoh Meng Ghee
Citigroup Nominees (Tempatan) Sdn. Bhd.
- Pheng Yin Huah
Yeoh Phek Leng
Loo Chiew Hoe
Yeoh Swee Leng
Lee Siow Eng
Total
%
100,918,650
18,563,800
48.99
9.01
15,806,600
4,300,000
2,140,000
1,709,800
1,586,000
7.67
2.09
1.04
0.83
0.77
1,420,000
1,177,000
1,134,100
1,059,900
1,000,000
1,000,000
867,900
735,900
657,200
0.69
0.57
0.55
0.51
0.49
0.49
0.42
0.36
0.32
545,000
520,000
0.26
0.25
514,800
509,600
506,400
0.25
0.25
0.25
487,700
462,000
460,000
410,000
0.24
0.22
0.22
0.20
400,000
371,000
365,700
360,000
347,500
0.19
0.18
0.18
0.17
0.17
160,336,550
77.84
No. Name No. Of Shares
37
LIST OF PROPERTIES
AS AT 31 DECEMBER 2010
No PROJECT / TITLE / LOCATION
TENURE
38
DESCRIPTION OF
PROPERTY/
EXISTING USE
AGE OF BUILT-UP
BUILDING
AREA
(YEARS)
(sq.m)
LAND
AREA
(ACRES)
KUANTAN
1 Kompleks Teruntum
Leasehold(99 yrs)
Building / Commercial
Lot 2.15
22 years
0.01 Lot 2.16
“
0.01 Lot 3.13 - 3.15
“
0.14 Lot G-20
“
0.02 19 th floor “
0.20 Lot 2.20-2.23
0.03 PN 398 Lot 146 Sek.18 (Master title)
Leasehold(99 yrs)
Bandar Kuantan, Daerah Kuantan
Expiring 08.06.2075 (2.10 Ac.)
2 Bukit Tenggek - Pahang Cement
Leasehold (99 yrs)
Vacant land /
49.42 HS(D) 15538 / PT.992
Expiring 03.06.2095 Building / Residential
Mukim Ulu Kuantan, Daerah Kuantan
3 Mahkota Square
Leasehold (99 yrs)
Vacant land /
1.04 PN 1872 Lot 40 Sek. 5 Expiring 31.03.2081 Building / Commercial
4 Kuantan Waterfront
Leasehold (99 yrs)
Commercial 30 years
2.40 PN 5601, Lot 38 (Medan Pelancung)
Expiring 23.04.2072 (Shop Lots)
5 Balok Perdana Gebeng - Zone 3C
Leasehold (99 yrs)
Vacant land / HS(D) 24191 - (HS(D) 24229
1.63 PT 9889 - 9927 (39 Lot)
Mukim Sg. Karang, Daerah Kuantan.
6 Balok Perdana Gebeng - Zone 4
Leasehold (99 yrs)
Vacant land / PN.4500 Lot 9730 (HS(D) 20038) Expiring 16.01.2099 Building / Residential
14.60 Mukim Sg. Karang, Daerah Kuantan
7 Balok Perdana Gebeng - Zone 6
Leasehold (99 yrs)
Vacant land / PN.4501 Lot 9731 Expiring 16.01.2099 Building / Residential
8 Balok Perdana Gebeng - Zone 3A
Leasehold (99 yrs)
Vacant land / PN.7467 Lot 11083 (Phase 1 to 6) Expiring 16.01.2099 Building / Residential
9 Balok Perdana Gebeng - Zone 3A Phase 7 Leasehold (99 yrs)
Vacant land / PN 12807, Lot 11084 Expiring 16.01.2099 Building / Residential
10 Balok Perdana Gebeng Leasehold (99 yrs)
Commercial
-
7.27 HS(D) 35053 to HS(D) 35302
Expiring 16.01.2099
PT 15340 to 15619 (250 lot)
Mukim Sg. Karang, Daerah Kuantan
11 Balok Perdana Gebeng Leasehold (99 yrs)
PN 12822, Lot 11087 (Zon 2B)
Expiring 16.01.2099 Commercial
33.19 PN 12823, Lot 11088 (Zon 2c)
Commercial
2.59 PT 14854, Lot 11093 (Zon 5)
Residential
12 Chendor Utama Leasehold (99 yrs)
Vacant land /
-
NET BOOK VALUE @
YEAR OF
31.12.2010 ACQUISITION/
(RM) REVALUATION
1,403,717
1991
103,530
421,449 1996
5,837,915
1996
1,966,272 1996
128,687.72 1996
1,152,663 1996
2,621,124 1996
1,817,949 1996
530,541 1996
573,963 1996
2,620,335 204,479
1,146,347
1996
2,653,796 1997
LIST OF PROPERTIES (continued)
13
14
15
16
17
18
19
20
21
DESCRIPTION OF
PROPERTY/
EXISTING USE
AGE OF BUILT-UP
BUILDING
AREA
(YEARS)
(sq.m)
LAND
AREA
(ACRES)
Putra Square - (Transit Quarters) PN 5569, Lot 423 Sek.20 (HS(D) 19051) Bandar Kuantan, Daerah Kuantan
Leasehold (99 yrs)
Expiring 19.12.2106
24.68 Habour Park’ Gebeng (Industrial Land)
- PTK 3/3/24313
Leasehold 99 yrs.
Vacant land /
Land title application Industry Astana Golf Resort (Housing/Villas)
Mukim Kuala Kuantan, Daerah Kuantan
Building / Residential
Leasehold (99 yrs)
Expiring 22.05.2092 Vacant land / NET BOOK VALUE @
DATE OF
(RM) REVALUATION
37,158,777
1996
164.2
10,778,230 1996
24.99 7,641,868 1998
Mahkota Idaman (Sektor III ) HS(M) 44389 / PT.55557
HS(M) 44404 / PT.55572
HS(M) 44405 / PT.55573
HS(M) 44406 / PT.55574
HS(M) 44407 / PT.55575
HS(M) 44408 / PT.55576
HS(M) 44409 / PT.55577
Leasehold (99 yrs)
Building / Commercial Expiring 24.05.2097 233.00 sm 0.06 165.00 sm 0.04 143.00 sm 0.04 143.00 sm 0.04 143.00 sm 0.04 143.00 sm 0.04 143.00 sm 0.04 1,352,000
1996
Mahkota Perdana III (Sektor III )
HS(D) 24695 / PT.78434
Leasehold (99 yrs)
Vacant land /
2.61 1996
Bandar Putra
Freehold
57,462,849 2003
1,436,578
1996
161.64 Apartment Medan Warisan
HS(D) 13234 / PT.41392
13552.52mp. (Master Title)
Leasehold 99 yrs.
4-storey Apartment
HS(D) 13235 / PT.41393 Expiring 12.04.2086 Building / Commercial
13621.08mp. (Master Title)
Bandar Kuantan
Lot G3 Block G
12 years 80.99 sm Lot G6 Block B
92.55 sm Lot G8 Block B
92.53 sm Lot 106 Block B
87.92 sm Lot 120 Block B 87.92 sm Lot 206 Block B 82.31 sm Project Pasdec Pesona - PN 7736 Leasehold 99 yrs.
Vacant land /
Lot 108560 Mukim Kuala Kuantan,
Daerah Kuantan
Bukit Perdana
HS(D) 24965 [ PN 7220 Lot 105661 ]
19.48 753,763
1996
Leasehold (99 yrs)
Vacant land /
57.42
5,152,104 1998
TENURE
39
TENURE
22
23
24
25
DESCRIPTION OF
PROPERTY/
EXISTING USE
AGE OF BUILT-UP
BUILDING
AREA
(YEARS)
(sq.m)
LAND
AREA
(ACRES)
NET BOOK VALUE @
DATE OF
(RM) REVALUATION
Brick Factory (PN. 472 / Lot 27892)
Mukim Kuala Kuantan
Daerah Kuantan
Leasehold 60 yrs.
Industry /
Expiring 10.05.2046 Brick Factory
14 years
20.10 79,477
1996
Resort [HS(D) 10793 / PT.29819 (PN4075 / Lot 9)] Mukim Kuala Kuantan,
Daerah Kuantan
Leasehold 99 yrs.
Apartment
Expiring 12.12.2092 Building / Commercial
11 years
13.21 8,410,032
1992
Leasehold 99 yrs.
Vacant land
Expiring 17.04.2106 Building / Commercial
5.93 1,816,016 Freehold
19.73 35,476,988 Kuantan Piazza
HS(M) 65652 / PT.83065 Mukim Kuala Kuantan, Daerah Kuantan
Bandar Damansara Kuantan
2005
26 Housing Sector 3, BIM (Mentega Land)
Leasehold (99 yrs)
Vacant land /
28.96
982,932
2007
HS (D) 34944, PT.102786
ROMPIN
40
27
Agriculture land at Rompin
HS(D) 3329 / PT.2545 Leasehold (99 yrs) Vacant land /
HS(D) 3330 / PT.2546
Expiring 15.01.2094 Agriculture
Mukim Rompin, Daerah Rompin
(Kg. Sembayan)
391.36 468.93
178,851
1996
28
Rompin Permai
Freehold
HS(M) 2034 / PT. 2422
0.08 HS(M) 2035 / PT. 2423
0.07 HS(M) 2045 / PT. 2433
0.07 HS(M) 2046 / PT. 2434
0.07 HS(M) 2047 / PT. 2435
0.07 HS(M) 2056 / PT. 2444
0.02 HS(M) 2065 / PT. 2453
0.02 HS(M) 2066 / PT. 2454
0.02 HS(M) 2068 / PT. 2456
0.02 HS(M) 2069 / PT. 2457
0.02 HS(M) 2091 / PT. 2479
0.02 HS(M) 2095 / PT. 2483
0.02 HS(M) 2096 / PT. 2484
0.02 HS(M) 2101 / PT. 2489
0.05 Mukim Pontian, Daerah Rompin
2,298,160 1996
BENTUNG
0.15 0.05 133,274 1996
90.49 35,628,204 2002
Leasehold (21 yrs)
Vacant land /
Expiring 14.08.2015 Industries (Quarry)
17.17 91,673
1996
29
30
Pusat Komersil Sri Ketari HS(D) 14117 / PT.18008 (S.D. to Strata)
HS(D) 14119 / PT.18010 (S.D. to Strata)
Bandar Bentong , Daerah Bentung
Bukit Tinggi
HS(D) 14686 / PT.18197
Mukim Bentung, Daerah Bentung
MARAN
31 Quarry Land Kg. Kuala Sentul
HS(D) 605 / PT.8139
Mukim Chenor, Daerah Maran
Leasehold (99 yrs)
Building / Commercial 590.00 sm Expiring 02.01.2096 183.00 sm Leasehold (99 yrs)
Vacant land /
Expiring 01.09.2101 Buiding / Residential
TENURE
DESCRIPTION OF
PROPERTY/
EXISTING USE
AGE OF BUILT-UP
BUILDING
AREA
(YEARS)
(sq.m)
PEKAN
32 Bandar Baru Peramu - Commercial Centre Leasehold (99 yrs)
Building/Commercial
Mukim Pekan, Daerah Pekan
Expiring 11.04.2093
6.63 NET BOOK VALUE @
DATE OF
(RM) REVALUATION
665,499 1996
TEMERLUH
HS(D) 15689 PT.12438
Freehold
HS(D) 15692 PT.12441
HS(D) 15693 PT.12442
HS(D) 15694 PT.12443
HS(D) 15695 PT.12444
HS(D) 15696 PT.12445
HS(D) 15697 PT.12446
HS(D) 15698 PT.12447
HS(D) 15699 PT.12448
HS(D) 15700 PT.12449
HS(D) 15701 PT.12450
HS(D) 15702 PT.12451
HS(D) 15703 PT.12452
HS(D) 15704 PT.12453
HS(D) 15705 PT.12454
HS(D) 15706 PT.12455
HS(D) 15707 PT.12456
HS(D) 15708 PT.12457
HS(D) 15709 PT.12458
HS(D) 15710 PT.12459
HS(D) 15711 PT.12460
HS(D) 15712 PT.12461
Mukim Mentakab, Daerah Temerluh
Commercial lot
Shoplot
Shoplot
Shoplot
Shoplot
Shoplot
Shoplot
Shoplot
Shoplot
Shoplot
Shoplot
Shoplot
Shoplot
Shoplot
Shoplot
Shoplot
Shoplot
Shoplot
Shoplot
Shoplot
Shoplot
Shoplot
Industry / Commercial
CT 3479 Lot 1207
Freehold
Vacant land /
CT 1546 Lot 1131
Buiding / Residential
CT 1169 Lot 1129
Mukim Mentakab, Daerah Temerloh
RAUB
35 Raub Perdana 2 Leasehold (99 yrs)
Vacant land / HS(D) 7725 / PT.19143 Expiring 02.01.2100 Building / Residential
HS(D) 7737 / PT.18226 Mukim Gali, Daerah Raub
HS(D) 6838 / PT.16730
Leasehold (99 yrs)
HS(D) 6939 / PT.16831
Expiring 03.01.2093 HS(D) 6940 / PT.16832
HS(D) 6941 / PT.16833
HS(D) 6942 / PT.16834
HS(D) 6943 / PT.16835
HS(D) 6944 / PT.16836
HS(D) 6945 / PT.16837
HS(D) 6946 / PT.16838
HS(D) 6947 / PT.16839
HS(D) 6948 / PT.16840
HS(D) 6949 / PT.16841
Mukim Gali, Daerah Raub
5.40 5,909,050 1996
0.07 0.04 0.04 0.04 0.04 0.04 0.04 0.04 0.10 0.07 0.04 0.04 0.04 0.04 0.04 0.04 0.04 0.04 0.04 0.04 0.07 25.53
30.38
10.34
24,184,414 1995
72.92 110,000 1996
0.04
0.05 0.04
0.04 0.04
0.04 0.04
0.04
0.04 0.04
0.04 0.06 PASDEC Annual Report 2010
33
34
LAND
AREA
(ACRES)
41
TENURE
36 Cheroh Perdana (Cheroh Maju 3)
Mukim Gali, Daerah Raub
37 Quarry Land Kg. Besu (Lot 1595)
HS(D)10608 PT.3653 Mukim Sega, Daerah Raub
DESCRIPTION OF
PROPERTY/
EXISTING USE
AGE OF BUILT-UP
BUILDING
AREA
(YEARS)
(sq.m)
Leasehold (99 yrs)
Vacant land /
Leasehold (21 yrs)
Vacant land /
Expiring 11.07.2023 Industries (Quarry )
JERANTUT
38 Perumahan Kuala Tembeling
HS(D) 391 / PT.667
Leasehold (99 yrs)
Vacant land /
HS(D) 392 / PT.668
HS(D) 393 / PT.669
HS(D) 394 / PT.670
Mukim K. Tembeling, Daerah Jerantut
SELANGOR
39 Kota Warisan, Sepang
Mukim Dengkil, Daerah Sepang
Freehold
Selangor
42
LAND
AREA
(ACRES)
NET BOOK VALUE @
DATE OF
(RM) REVALUATION
3.75
1996
19.97 172,860 1996
12.50 79.88
4.00
19.00
303,300
1996
3.26 8,410,080 2006
2,087.60 269,769,746.45
FINANCIAL STATEMENTS
Directors’ Report
44
Statements Of Financial Position
51
Statement By Directors 47
Statements Of Changes In Equity 53
Statutory Declaration
47
Statements Of Cash Flows
56
Independent Auditors’ Report
48
Notes To The Financial Statements
58
Statements Of Comprehensive Income
50
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 2010.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and provision of management services to the subsidiaries.
The principal activities of the subsidiaries are described in Note 16 to the financial statements.
There have been no significant changes in the nature of the principal activities during the financial year.
RESULTS
Group
RM
Company
RM
Profit net of tax 4,476,096 13,937,022
Profit attributable to: Owners of the parent Minority interests 1,043,766 3,432,330 13,937,022
-
4,476,096 13,937,022
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
At the forthcoming Annual General Meeting, a final tax exempt (single-tier) dividend in respect of the financial year ended 31
December 2010, of 2% on 205,978,000 ordinary shares, amounting to a dividend payable of RM4,119,560 (2 sen per ordinary
share) will be proposed for shareholders’ approval. The financial statements for the current financial year do not reflect this
proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of
retained earnings in the financial year ending 31 December 2011.
44
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:
Dato’ Sri DiRaja Haji Adnan bin Haji Yaakob
Dato’ Abdul Ghani bin L. Sulaiman Dato’ Haji Lias bin Mohd. Noor
Dato’ Dr. Hamdan bin Jaafar Dato’ Abdullah @ Mohamad Nor bin Ali Dato’ Mohamed Amin bin Haji Daud
Dato’ Sri Khalid bin Mohamad Jiwa Dato’ Abdullah bin A. Rasol DIRECTORS’ REPORT (continued)
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 or debentures of 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 9 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.
DIRECTORS’ INTEREST
None of the directors in office at the end of the financial year had any interest in shares in the Company or its related corporations
during the financial year.
EXCHANGEABLE BONDS
On 15 November 2006, the Company issued RM150 million Rainbow Exchangeable Bonds (“REBs”) at 100% of its nominal value
comprising two (2) series as follows:(a)
RM15 million REBs (“Series I”) exchangeable into 4,792,333 ordinary shares of Road Builder (M) Holdings Berhad issued
for a maturity of 5 years from the issue date; and
(b)
RM135 million REBs (“Series II”) exchangeable into 40,785,500 ordinary shares of YTL Cement Berhad issued for a maturity
of 7 years from the issue date.
During the year, RM7 million of Series II REBs have been exchanged. Details of the REBs are disclosed in Note 27 to the financial
statements.
OTHER STATUTORY INFORMATION
(b)
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 value 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.
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.
(a)
45
DIRECTORS’ REPORT (continued)
OTHER STATUTORY INFORMATION (CONTINUED)
(c)
At the date of this report, the directors are not aware of any circumstances which have arisen which would render adherence
to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
d)
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the
financial statements of the Group and of the Company which would render any amount stated in the financial statements
misleading.
(e)
As at the date of this report, there does not exist:
(f) (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.
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.
SIGNIFICANT EVENTS
The significant events during the year are as disclosed in Note 38 to the financial statements. Subsequent events
Details of the subsequent events are disclosed in Note 39 to the financial statements. Auditors
The auditors, Hanafiah Raslan & Mohamad, have expressed their willingness to continue in office. 46
Signed on behalf of the Board in accordance with a resolution of the directors dated 27 April 2011.
Dato’ Sri DiRaja Haji Adnan bin Haji Yaakob Dato’ Abdul Ghani bin L. Sulaiman
STATEMENT BY DIRECTORS
PURSUANT TO SECTION 169 (15) OF THE COMPANIES ACT 1965
We, Dato’ Sri DiRaja Haji Adnan bin Haji Yaakob and Dato’ Abdul Ghani bin L. Sulaiman, being two of the directors of Pasdec
Holdings Berhad, do hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages
50 to 122 are drawn up in accordance with Financial Reporting Standards and 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 2010 and of its financial
performance and cash flows for the year then ended.
Signed on behalf of the Board in accordance with a resolution of the directors dated 27 April 2011.
Dato’ Sri DiRaja Haji Adnan bin Haji Yaakob Dato’ Abdul Ghani bin L. Sulaiman
STATUTORY DECLARATION
PURSUANT TO SECTION 169 (16) OF THE COMPANIES ACT 1965
Subscribed and solemnly declared
by the abovenamed Goh Song Han at
Kuantan in the state of Pahang Darul
Makmur on 27 April 2011. Before me,
Goh Song Han
I, Goh Song Han, being the officer primarily responsible for the financial management of Pasdec Holdings Berhad, do solemnly
and sincerely declare that the accompanying financial statements set out on pages 50 to 122 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.
47
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF PASDEC HOLDINGS BERHAD (INCORPORATED IN MALAYSIA)
REPORT ON THE FINANCIAL STATEMENTS
We have audited the financial statements of Pasdec Holdings Berhad, which comprise the statements of financial position as at
31 December 2010 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 notes, as set out on pages 50 to 122. Directors’ responsibility for the financial statements The directors of the Company are responsible for the preparation and fair presentation of these financial statements in
accordance with Financial Reporting Standards and the Companies Act 1965 in Malaysia. This responsibility includes: designing,
implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are
free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and
making accounting estimates that are reasonable in the circumstances. Auditors’ responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance
with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s
preparation and fair presentation of the financial statements 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 the accounting policies used and the reasonableness of accounting estimates made
by the directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and 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 2010 and of their financial performance and cash flows for the year then ended.
48
INDEPENDENT AUDITORS’ REPORT (continued)
TO THE MEMBERS OF PASDEC HOLDINGS BERHAD (INCORPORATED IN MALAYSIA)
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
In accordance with the requirements of the Companies Act 1965 in Malaysia, we also report the following:
(a)
In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its
subsidiaries have been properly kept in accordance with the provisions of the Act.
(b)
We are satisfied that the accounts 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.
(c)
The auditors’ reports on the accounts of the subsidiaries were not subject to any qualification material to the consolidated
financial statements and did not include any comment required to be made under Section 174(3) of the Act.
OTHER MATTERS
The supplementary information set out in Note 42 on page 122 is disclosed to meet the requirement of Bursa Malaysia Securities
Berhad. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on
Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa
Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the
directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects,
in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.
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.
Hanafiah Raslan & Mohamad AF: 0002 Chartered Accountants Sandra Segaran a/l Muniandy@Krishnan
No. 2882/01/13(J) Chartered Accountant PASDEC Annual Report 2010
Kuantan, Pahang, Malaysia
27 April 2011
49
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010
Note
Revenue Cost of sales 4
5
2009 RM Company
2010 2009
RM RM
85,143,352 103,180,662 (60,425,412) (81,956,407) 12,028,056 -
6,666,246
-
Gross profit 24,717,940 21,224,255 12,028,056 6,666,246
Other items of income: Interest income Other income 319,070 7,498,842 778,418 2,152,264 19,593,163 132,251 2,889,339
Other items of expense: Administrative expenses Other expenses Finance costs 6
(9,670,619) (9,856,632) (6,114,003) (11,497,877) (13,890,641) (7,021,166) (5,790,979) (4,008,481) (5,455,789) (1,145,029)
(3,588,672)
(4,474,910)
(67,849) (109,962) -
-
Share of loss of associates PASDEC Annual Report 2010
Group
2010 RM Profit/(loss) before tax 7
6,826,749 (8,364,709) 16,498,221 346,974
Income tax expense 10 (2,350,653) (341,547) (2,561,199) -
Profit/(loss) net of tax 4,476,096 (8,706,256) 13,937,022 346,974
Other comprehensive income: Net gain on available-for-sale financial assets - Loss on fair value changes - Transfer to profit or loss upon disposal 7
(8,039,922) (3,190,544) -
-
-
-
-
Other comprehensive income for the year, net of tax (11,230,466) -
-
-
Total comprehensive income for the year (6,754,370) (8,706,256) 13,937,022 346,974
Profit/(loss) attributable to: Owners of the parent Minority interests 1,043,766 3,432,330 (4,419,244) (4,287,012) 13,937,022 -
346,974
-
4,476,096 (8,706,256) 13,937,022 346,974
Total comprehensive income attributable to: Owners of the parent Minority interests (10,186,700) 3,432,330 (4,419,244) (4,287,012) 13,937,022 -
346,974
-
(6,754,370) (8,706,256) 13,937,022 346,974
Earnings per share attributable to equity holders
of the Company (sen): Basic, for profit/(loss) for the year 11 0.51 (2.15)
50
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
STATEMENTS OF FINANCIAL POSITION
Note 2010 RM Assets Non-current assets Property, plant and equipment Land held for property development Investment properties Investments in subsidiaries Investments in associates Marketable securities Deferred tax assets Intangible asset Group
2009 RM (restated) 2008 RM (restated)
13,123,227 17,967,756 21,253,139 377,657 240,568
13(a) 142,164,607 14 7,172,754 16 -
17 3,200,077 22 86,136,047 32 2,005,827 15 808,242 133,034,224 7,344,537 -
3,267,926 42,880,748 1,422,641 808,242 143,719,629 7,516,320 -
3,377,888 46,201,959 -
823,258 -
-
67,563,097 -
-
276,527 -
49,944,281
-
254,610,781 206,726,074 222,892,193 68,217,281 50,184,849
13(b) 132,546,926 18 22,789,831 19 84,405,964 20 552,317 23 22,538,481 157,699,937 24,754,487 94,177,830 266,647 19,109,073 164,918,543 11,610,309 85,181,807 -
25,175,685 -
-
220,214,692 185,008 5,953,496 228,575,428
103,297
4,563,132
12 Current assets Property development costs Inventories Trade and other receivables Other current assets Cash and bank balances Company
2010 2009
RM RM
262,833,519 296,007,974 286,886,344 226,353,196 233,241,857
Total assets 517,444,300 502,734,048 509,778,537 294,570,477 283,426,706
Current liabilities Retirement benefit obligations 24 Loans and borrowings 25 Trade and other payables 28 Other current liability 29 Tax payable 671,153 33,178,852 36,375,585 -
3,773,388 128,064 34,257,449 47,401,727 269,041 1,242,827 284,294 41,980,006 46,847,872 -
1,008,875 371,535 64,275 3,097,123 -
3,598,376 51,137
3,873,934
887,561
73,998,978 83,299,108 90,121,047 7,131,309 4,812,632
188,834,541 212,708,866 196,765,297 219,221,887 228,429,225
Net current assets PASDEC Annual Report 2010
Equity and liabilities 51
STATEMENTS OF FINANCIAL POSITION (CONTINUED)
Note 2010 RM Group
2009 RM (restated) 2008 RM (restated)
3,001,159 56,246,043 -
3,080,185 66,087,071 -
2,357,942 58,009,684 315,924 -
46,549,480 -
51,661,408
-
59,247,202 69,167,256 60,683,550 46,549,480 51,661,408
Total liabilities 133,246,180 152,466,364 150,804,597 53,680,789 56,474,040
Equity attributable to owners
of the parent
Share capital 30 Share premium Other reserves 31 Retained earnings/
(Accumulated losses) 36 205,978,000 43,007,997 37,174,883 205,978,000 43,007,997 -
205,978,000 43,007,997 -
205,978,000 45,515,750 -
205,978,000
45,515,750
-
98,037,240 96,993,474 101,412,718 (10,604,062) (24,541,084)
Minority interests 384,198,120 -
345,979,471 4,288,213 350,398,715 8,575,225 240,889,688 -
226,952,666
-
Total equity 384,198,120 350,267,684 358,973,940 240,889,688 226,952,666
Total equity and liabilities 517,444,300 502,734,048 509,778,537 294,570,477 283,426,706
Non-current liabilities Retirement benefit obligations Loans and borrowings Deferred tax liabilities 52
24 25 32 Company
2010 2009
RM RM
The comparative figures for 2008 is as at 1 January 2009. The comparative figures for 2009 and 2008 have been restated
following the reclassification of prepaid land lease payments to property, plant and equipment (Note 2.2). The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Statements of changes in equity
Attributable to owners of the parent
Non-distributable
Distributable Non-distributable
Total equity Premium attributable paid on to owners Total Fair value acquisition Total of the Share Share Retained other adjustment of minority Minority
Note equity parent capital premium earnings reserves reserve interests interests
2010 RM RM RM RM RM RM RM RM RM
Group 350,267,684 345,979,471 205,978,000 Total
comprehensive
income 43,007,997 96,993,474 -
-
-
-
-
58,303,620 58,303,620 -
408,571,304 404,283,091 205,978,000 43,007,997 96,993,474 58,303,620 58,303,620 - 4,288,213
1,043,766 (11,230,466) (11,230,466) - 3,432,330
58,303,620 58,303,620 - 4,288,213
-
(6,754,370) (10,186,700) -
-
16 (7,720,543) -
-
-
16 (9,898,271) (9,898,271) -
-
-
(9,898,271) -
(9,898,271) (17,618,814) (9,898,271) -
-
-
(9,898,271) -
(9,898,271) (7,720,543)
Closing
balance at 31
December 2010 384,198,120 384,198,120 205,978,000 43,007,997 98,037,240 37,174,883 47,073,154
Transactions
with owners Acquisition of
minority interests Premium paid
on acquisition of minority
interests Total transactions
with owners -
-
-
- (7,720,543)
(9,898,271) -
-
Opening
balance at 1
January 2010 Effects of adopting
FRS 139 53
Statements of changes in equity (continued)
Attributable to owners of the parent
Non-distributable
Distributable
Total equity
attributable to owners Total of the Share
Share
Retained
2009 Note equity
parent
capital
premium
earnings
RM RM RM RM RM Minority
interests
RM
Group Opening balance at
1 January 2009 Total comprehensive
income (8,706,256) (4,419,244) 43,007,997 101,412,718 8,575,225
-
-
(4,419,244) (4,287,012)
350,267,684 345,979,471 205,978,000 43,007,997 96,993,474 4,288,213
Closing balance at 31 December 2010 358,973,940 350,398,715 205,978,000 54
Statements of changes in equity (continued)
Non-Distributable
Share Share capital premium RM RM Distributable
Profit/ (Accumulated losses) RM Total
RM
Company 205,978,000 45,515,750 (24,541,084) 226,952,666
Total comprehensive income -
-
13,937,022 13,937,022
Closing balance at 31 December 2010 205,978,000 45,515,750 (10,604,062) 240,889,688
Opening balance at 1 January 2009 205,978,000 45,515,750 (24,888,058) 226,605,692
Total comprehensive income -
-
346,974 346,974
Closing balance at 31 December 2009 205,978,000 45,515,750 (24,541,084) 226,952,666
Opening balance at 1 January 2010 55
STATEMENTS OF CASH FLOWS
Group
2010 RM 2009 RM Company
2010 2009
RM RM
Operating activities
Profit/(loss) before taxation Adjustments for:
Property, plant and equipment written off Reversal of allowance for impairment of trade and
other receivables Depreciation of property, plant and equipment Depreciation of investment properties (Gain)/loss on disposal of investments (Gain)/loss on disposal of property, plant and equipment Bad debts written off Impairment loss on inventories Reversal of impairment loss on inventories Impairment loss on investments in marketable securities Impairment loss on investments in subsidiaries Reversal of impairment loss on investments in
marketable securities Impairment loss of intangible assets Impairment loss of property development costs Share of loss of associated companies Reversal of provision for reclamation costs Property development costs written off Provision for retirement benefits Impairment loss on receivables Interest expense Interest income Dividend income 56
6,826,749 (8,364,709) 16,498,221 346,974
-
2,263,101 -
-
(432,202) 1,249,622 171,783 (3,190,544) (2,873,662) -
191,912 (143,033) -
-
(92,534) 1,225,295 171,783 (896,176) (29,285) 108,663 -
(89,665) 11 -
-
45,911 -
-
-
-
-
-
-
-
32,028
14,471
22,048
2,250,000
-
-
241,244 67,849 -
-
636,918 1,848,692 6,114,003 (385,773) (3,233,376) (88,193) 15,016 3,538,636 109,962 (557,076) 191,328 809,963 2,120,747 7,021,166 (710,776) (3,822,731) -
-
-
-
-
-
371,535 107,379 5,455,789 (19,593,163) -
(27,396)
247,711
4,474,910
(2,889,339)
(5,920,326)
Total adjustments Operating cash flows before changes in working capital Changes in working capital
Decrease/(increase) in receivables Decrease/(increase) in inventories (Increase)/decrease in land held for development Increase in property development costs (Decrease)/increase in payables 263,433 7,090,182 11,289,235 2,924,526 (13,612,549) 2,885,672 (1,795,893)
(1,448,919)
7,797,937 1,915,777 (9,130,383) 24,911,767 (28,900,871) (11,399,546) (13,054,513) 10,685,405 3,488,642 1,505,312 8,171,646 -
-
-
(18,395,628) 1,680,972
(1,837,400)
Total changes in working capital Interest paid Taxes paid
Retirement benefits paid (3,405,773) -
(116,915) (172,855) (8,774,700) (2,546,255) (1,710,352) (243,950) (10,223,982) (1,658,026) (126,910) -
(156,428)
-
Net cash flows from/(used in) operating activities 3,394,639 (10,350,731) (9,123,246) (1,605,347)
STATEMENTS OF CASH FLOWS (continued)
Group
2010 2009
RM RM
Investing activities
Proceeds from disposal of investment Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Interest received Dividends received 7,008,399 (178,473) 6,830,042 385,773 3,218,782 2,305,569 (190,244) 78,636 710,776 3,578,390 -
-
-
19,593,163 -
2,305,569
76,227
2,889,339
-
17,264,523 6,483,127 19,593,163 5,271,135
Proceeds from term loans Proceed from revolving credits Repayment of term loans Repayment of obligations under finance leases Interest paid 7,351,072 -
(17,277,175) (393,050) (4,310,415) 10,000,000 400,000 (7,375,500) (376,771) (2,183,738) -
-
(7,000,000) (85,378) (1,994,175) (127,165)
(2,183,738)
Net cash flows (used in)/from financing activities (14,629,568) 463,991 (9,079,553) (2,310,903)
Net increase/(decrease) in cash and cash equivalents 6,029,594 (3,403,613) 1,390,364 1,354,885
Cash and cash equivalents at 1 January (2,350,909) 1,052,704 4,563,132 3,208,247
Cash and cash equivalents at 31 December (Note 23) 3,678,685 (2,350,909) 5,953,496 4,563,132
Net cash flows (used in)/from investing activities PASDEC Annual Report 2010
Cash flows from financing activities 57
NOTES TO THE FINANCIAL STATEMENTS
1.
Corporate information
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Bursa
Malaysia Securities Berhad. The registered office of the Company is located at 14th Floor, Kompleks Teruntum, Jalan
Mahkota, 25000 Kuantan, Pahang Darul Makmur.
The holding corporation of the Company is Perbadanan Kemajuan Negeri Pahang, a statutory body incorporated in
Malaysia under the Pahang State Enactment No. 12, 1965.
The principal activities of the Company are investment holding and provision of management services to the subsidiaries.
The principal activities of the subsidiaries are described in Note 16. 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 27 April 2011.
2.
Summary of significant accounting policies
2.1 Basis of preparation
The financial statements of the Group and of the Company have been prepared in accordance with Financial Reporting
Standards (“FRS”) and the Companies Act 1965 in Malaysia. At the beginning of the current financial year, the Group
and the Company adopted new and revised FRS which are mandatory for financial periods beginning on or after 1
January 2010 as described fully in Note 2.2.
The financial statements have been prepared on a historical cost basis except as disclosed in the accounting policies
below.
The financial statements are presented in Ringgit Malaysia (“RM”).
2.2 Changes in accounting policies
58
The accounting policies adopted are consistent with those of the previous financial year except as follows:
On 1 January 2010, the Group and the Company adopted the following new and amended FRS and IC Interpretations
mandatory for annual financial periods beginning on or after 1 January 2010.
•
FRS 7 Financial Instruments: Disclosures
•
FRS 8 Operating Segments
•
FRS 101 Presentation of Financial Statements (Revised)
•
FRS 123 Borrowing Costs
•
FRS 139 Financial Instruments: Recognition and Measurement
•
Amendments to FRS 1 First-time Adoption of Financial Reporting Standards and FRS 127 Consolidated and Separate Financial Statements: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate •
Amendments to FRS 2 Share-based Payment – Vesting Conditions and Cancellations •
Amendments to FRS 132 Financial Instruments: Presentation
•
Amendments to FRS 139 Financial Instruments: Recognition and Measurement,
FRS 7 Financial Instruments: Disclosures and IC Interpretation 9
Reassessment of Embedded Derivatives NOTES TO THE FINANCIAL STATEMENTS (continued)
Summary of significant accounting policies (cont’d.)
2.2 Changes in accounting policies (cont’d.)
•
Improvements to FRS issued in 2009
•
IC Interpretation 9 Reassessment of Embedded Derivatives
•
IC Interpretation 10 Interim Financial Reporting and Impairment
•
IC Interpretation 11 FRS 2 - Group and Treasury Share Transactions
•
IC Interpretation 13 Customer Loyalty Programmes
•
IC Interpretation 14 FRS 119 - The Limit on a Defined Benefit Asset, Minimum
Funding Requirements and Their Interaction FRS 4 Insurance Contracts and TR i-3 Presentation of Financial Statements of Islamic Financial Institutions will also
be effective for annual periods beginning on or after 1 January 2010. These FRS are, however, not applicable to the
Group or the Company.
Adoption of the above standards and interpretations did not have any effect on the financial performance or position
of the Group and the Company except for those discussed below:
FRS 7 Financial Instruments: Disclosures
Prior to 1 January 2010, information about financial instruments was disclosed in accordance with the requirements
of FRS 132 Financial Instruments: Disclosure and Presentation. FRS 7 introduces new disclosures to improve the
information about financial instruments. It requires the disclosure of qualitative and quantitative information about
exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk,
liquidity risk and market risk, including sensitivity analysis to market risk. The Group and the Company have applied FRS 7 prospectively in accordance with the transitional provisions. Hence,
the new disclosures have not been applied to the comparatives. The new disclosures are included throughout the
Group’s and the Company’s financial statements for the year ended 31 December 2010.
FRS 8 Operating Segments
FRS 8, which replaces FRS 114 Segment Reporting, specifies how an entity should report information about its
operating segments, based on information about the components of the entity that is available to the chief operating
decision maker for the purposes of allocating resources to the segments and assessing their performance. The
Standard also requires the disclosure of information about the products and services provided by the segments, the
geographical areas in which the Group operates, and revenue from the Group’s major customers. The Group has
adopted FRS 8 retrospectively. These revised disclosures, including the related revised comparative information, are
shown in Note 37 to the financial statements. FRS 101 Presentation of Financial Statements (Revised)
The revised FRS 101 introduces changes in the presentation and disclosures of financial statements. The revised
Standard separates owner and non-owner changes in equity. The statement of changes in equity includes only
details of transactions with owners, with all non-owner changes in equity presented as a single line. The Standard
also introduces the statement of comprehensive income, with all items of income and expense recognised in profit
or loss, together with all other items of recognised income and expense recognised directly in equity, either in one
single statement, or in two linked statements. The Group and the Company have elected to present this statement as
one single statement.
2.
59
NOTES TO THE FINANCIAL STATEMENTS (continued)
2.
FRS 101 Presentation of Financial Statements (Revised) (cont’d.)
The revised FRS 101 also requires the Group to make new disclosures to enable users of the financial statements to
evaluate the Group’s objectives, policies and processes for managing capital (see Note 35). The revised FRS 101 was adopted retrospectively by the Group and the Company. In addition, a statement of financial position is required at the beginning of the earliest comparative period following
a change in accounting policy, the correction of an error or the classification of items in the financial statements. FRS 139 Financial Instruments: Recognition and Measurement
FRS 139 establishes principles for recognising and measuring financial assets, financial liabilities and some contracts
to buy and sell non-financial items. The Group and the Company have adopted FRS 139 prospectively on 1 January
2010 in accordance with the transitional provisions. The effects arising from the adoption of this Standard has been
accounted for by adjusting the opening balance of retained earnings as at 1 January 2010. Comparatives are not
restated. The details of the changes in accounting policies and the effects arising from the adoption of FRS 139 are
discussed below:
•
Equity instruments
Prior to 1 January 2010, the Group classified its investments in equity instruments which were held for nontrading purposes as non-current investments. Such investments were carried at cost less impairment losses.
Upon the adoption of FRS 139, these investments, except for those whose fair value cannot be reliably
measured, are designated at 1 January 2010 as available-for-sale financial assets and accordingly are stated
at their fair values as at that date amounting to RM101,184,368. The adjustments to their previous carrying
amounts are recognised as adjustments to the opening balance of retained earnings as at 1 January 2010. •
Impairment of trade receivables
Prior to 1 January 2010, provision for doubtful debts was recognised when it was considered uncollectible. Upon
the adoption of FRS 139, an impairment loss is recognised when there is objective evidence that an impairment
loss has been incurred. The amount of the loss is measured as the difference between the receivable’s carrying
amount and the present value of the estimated future cash flows discounted at the receivable’s original effective
interest rate. As at 1 January 2010, the Group has remeasured the allowance for impairment losses as at that
date in accordance with FRS 139 but no adjustments is required to be made to the opening balance of retained
earnings as at that date.
•
Financial guarantee contracts
During the current and prior years, the Company provided financial guarantees to banks in connection with
bank loans and other banking facilities granted to its subsidiaries. Prior to 1 January 2010, the Company did
not provide for such guarantees unless it was more likely than not that the guarantees would be called upon.
The guarantees were disclosed as contingent liabilities. Upon the adoption of FRS 139, all unexpired financial
guarantees issued by the Company are recognised as financial liabilities and are measured at their initial fair
value less accumulated amortisation as at 1 January 2010. PASDEC Annual Report 2010
60
2.
FRS 139 Financial Instruments: Recognition and Measurement (cont’d.)
•
Inter-company loans
During the current and prior years, the Company granted interest-free loans and advances to its subsidiaries.
Prior to 1 January 2010, these loans and advances were recorded at cost in the Company’s financial statements.
Upon the adoption of FRS 139, the Company charged interest on these loans and advances.
The following are effects arising from the above changes in accounting policies:
Increase/(decrease)
As at As at
31 December 1 January
2010 2010
RM RM
Statement of comprehensive income
Interest income
Other expenses
Profit before tax
Income tax expense
Profit net of tax
Other comprehensive income for the year, net of tax
-
-
-
-
-
(8,039,922)
19,467,215
1,658,026
17,809,189
1,335,689
16,473,500
-
Statement of financial position
Group
Investment in securities (non-current) - available-for-sale financial assets
47,073,154 58,303,620
Other reserves - fair value adjustment reserve
47,073,154 58,303,620
Company
Trade and other receivables
- loans and amount due from subsidiaries
19,467,215
Trade and other payables
- loans and amount due to subsidiaries
1,658,026 Increase/(decrease)
Group
Company
2010 2010
RM RM
61
Improvements to FRS issued in 2009 - Amendments to FRS 117 Leases
Prior to 1 January 2010, for all leases of land and buildings, if title is not expected to pass to the lessee by the end of
the lease term, the lessee normally does not receive substantially all of the risks and rewards incidental to ownership.
Hence, all leasehold land held for own use was classified by the Group as operating lease and where necessary,
the minimum lease payments or the up-front payments made were allocated between the land and the buildings
elements in proportion to the relative fair values for leasehold interests in the land element and buildings element
of the lease at the inception of the lease. The up-front payment represented prepaid lease payments and were
amortised on a straight-line basis over the lease term. PASDEC Annual Report 2010
The amendments to FRS 117 Leases clarify that leases of land and buildings are classified as operating or finance
leases in the same way as leases of other assets. They also clarify that the present value of the residual value of
the property in a lease with a term of several decades would be negligible and accounting for the land element as
a finance lease in such circumstances would be consistent with the economic position of the lessee. Hence, the
adoption of the amendments to FRS 117 has resulted in certain unexpired land leases to be reclassified as finance
leases. The Group has applied this change in accounting policy retrospectively and certain comparatives have been
restated. The following are effects to the statement of financial positions as at 31 December 2010 arising from the
above change in accounting policy:
Group
2010
RM
62
Increase/(decrease) in:
Property, plant and equipment
Prepaid land lease payments
77,268
(77,268)
The following comparatives have been restated:
As
previously stated Reclassification RM RM As
restated
RM
Consolidated statement of financial position
31 December 2009
17,888,278 Prepaid land lease payments
79,478 79,478 (79,478)
17,967,756
-
1 January 2009
21,171,451 Prepaid land lease payments
81,688 81,688 (81,688)
21,253,139
-
2.3 Standards issued but not yet effective
The Group has not adopted the following standards and interpretations that have been issued but not yet
effective:
Except for the changes in accounting policies arising from the adoption of the revised FRS 3 and the Amendments
to FRS 127, as well as the new disclosures required under the Amendments to FRS 7, the directors expect that the
adoption of the other standards and interpretations above will have no material impact on the financial statements in
the period of initial application. The nature of the impending changes in accounting policy on adoption of the revised
FRS 3 and the Amendments to FRS 127 are described below.
Revised FRS 3 Business Combinations and Amendments to FRS 127 Consolidated and Separate Financial
Statements
The revised standards are effective for annual periods beginning on or after 1 July 2010. The revised FRS 3 introduces
a number of changes in the accounting for business combinations occurring after 1 July 2010. These changes will
impact the amount of goodwill recognised, the reported results in the period that an acquisition occurs, and future
reported results. The Amendments to FRS 127 require that a change in the ownership interest of a subsidiary (without
loss of control) is accounted for as an equity transaction. Therefore, such transactions will no longer give rise to
goodwill, nor will they give rise to a gain or loss. Furthermore, the amended standard changes the accounting for
losses incurred by the subsidiary as well as the loss of control of a subsidiary. Other consequential amendments
have been made to FRS 107 Statement of Cash Flows, FRS 112 Income Taxes, FRS 121 The Effects of Changes in
Foreign Exchange Rates, FRS 128 Investments in Associates and FRS 131 Interests in Joint Ventures. The changes
from revised FRS 3 and Amendments to FRS 127 will affect future acquisitions or loss of control and transactions
with minority interests. The standards may be early adopted. However, the Group does not intend to early adopt.
Effective for annual periods
beginning on or after
Description
FRS 1 First-time Adoption of Financial Reporting Standards
1 July 2010
FRS 3 Business Combinations (revised)
1 July 2010
Amendments to FRS 2 Share-based Payment
1 July 2010
Amendments to FRS 5 Non-current Assets Held for Sale
and Discontinued Operations
1 July 2010
Amendments to FRS 127 Consolidated and Separate Financial Statements
1 July 2010
Amendments to FRS 138 Intangible Assets
1 July 2010
Amendments to IC Interpretation 9 Reassessment of
Embedded Derivatives
1 July 2010
IC Interpretation 16 Hedges of a Net Investment in a F
oreign Operation
1 July 2010
IC Interpretation 17 Distributions of Non-cash Assets to Owners
1 July 2010
Amendments to FRS 132: Classification of Rights Issues 1 March 2010
Amendments to FRS 1: Limited Exemption from Comparatives FRS 7 Disclosures for First-Time Adopters 1 January 2011
Amendments to FRS 7: Improving Disclosures about F
inancial Instruments 1 January 2011
IC Interpretation 15 Agreements for the Construction ofReal Estate 1 January 2012
63
2.
2.3 Standards issued but not yet effective (cont’d.)
IC Interpretation 15 Agreements for the Construction of Real Estate
This Interpretation clarifies when and how revenue and related expenses from the sale of a real estate unit should be
recognised if an agreement between a developer and a buyer is reached before the construction of the real estate is
completed. Furthermore, the Interpretation provides guidance on how to determine whether an agreement is within
the scope of FRS 111 Construction Contracts or FRS 118 Revenue.
The Group currently recognises revenue arising from property development projects using the stage of completion
method. Upon the adoption of IC Interpretation 15, the Group may be required to change its accounting policy
to recognise such revenues at completion, or upon or after delivery. The Group is in the process of making an
assessment of the impact of this Interpretation.
2.4 Basis of consolidation
64
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 of the Company. Consistent accounting policies are applied
to like transactions and events in similar circumstances.
All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions
are eliminated in full.
Acquisition of subsidiaries are accounted for by applying the purchase method. Identifiable assets acquired and
liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the
acquisition date. Adjustments to those fair values relating to previously held interests are treated as a revaluation
and recognised in other comprehensive income. The cost of a business combination is measured as the aggregate
of the fair values, at the date of exchange, of the assets given, liabilities incurred or assumed, and equity instruments
issued, plus any costs directly attributable to the business combination. Any excess of the cost of business combination over the Group’s share in the net fair value of the acquired subsidiary’s
identifiable assets, liabilities and contingent liabilities is recorded as goodwill on the statement of financial position.
The accounting policy for goodwill is set out in Note 2.9(a). Any excess of the Group’s share in the net fair value of
the acquired subsidiary’s identifiable assets, liabilities and contingent liabilities over the cost of business combination
is recognised as income in profit or loss on the date of acquisition. When the Group acquires a business, embedded
derivatives separated from the host contract by the acquiree are reassessed on acquisition unless the business
combination results in a change in the terms of the contract that significantly modifies the cash flows that would
otherwise be required under the contract.
Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and
continue to be consolidated until the date that such control ceases.
Business combinations involving entities under common control are accounted for by applying the pooling of interest
method. The assets and liabilities of the combining entities are reflected at their carrying amounts reported in the
consolidated financial statements of the controlling holding company. Any difference between the consideration
paid and the share capital of the “acquired” entity is reflected within equity as merger reserve. The statement
of comprehensive income reflects the results of the combining entities for the full year, irrespective of when the
combination takes place. Comparatives are presented as if the entities have always been combined since the date
the entities had come under common control.
2.5 Transactions with minority interests
Minority interests represent the portion of profit or loss and net assets in subsidiaries not held by the Group and
are presented separately in profit or loss of the Group and within equity in the consolidated statements of financial
position, separately from parent shareholders’ equity. Transactions with minority interests are accounted for using
the entity concept method, whereby, transactions with minority interests are accounted for as transactions with
owners. On acquisition of minority interests, the difference between the consideration and book value of the share of
the net assets acquired is recognised directly in equity. Gain or loss on disposal to minority interests is recognised
directly in equity. 2.6 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.
2.7 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. 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
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. PASDEC Annual Report 2010
65
2.
2.7 Property, plant and equipment (cont’d.)
66
Construction work-in-progress is not depreciated. Depreciation of other property, plant and equipment is computed
on a straight-line basis over the estimated useful lives of the assets as follows:
Leasehold land Remaining lease period Buildings 2%
Plant and machinery
10% - 20%
Motor vehicles
10% - 20%
Office equipment
10% - 20%
Office renovation
8% - 10%
Furniture and fittings
10% - 20%
Signboard
10%
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in
circumtances 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 the profit or loss in the
year the asset is derecognised.
2.8 Investment properties
Investment properties are initially measured at cost, including transaction costs. Investment properties are measure
using cost model. Thus, subsequent to initial recognition, investment properties are stated at cost less accumulated
depreciation and less accumulated impairment.
The depreciation policy for investment properties is in accordance with that for depreciable property, plant and
equipment as described in Note 2.7.
Investment properties are derecognised when either they have been disposed of or when the investment property
is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gain or loss
on the retirement or disposal of an investment property is recognised in profit or loss in the year of retirement or
disposal. 2.9 Intangible assets
Goodwill
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. NOTES TO THE FINANCIAL STATEMENTS (continued)
2.
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 cashgenerating unit, including the allocated goodwill, with the recoverable amount of the cash-generating unit. Where the
recoverable amount of the cash-generating unit 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.
Where goodwill forms part of a cash-generating unit and part of the operation within that cash-generating 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.
2.10 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. 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 Intangible assets (cont’d.)
Goodwill (cont’d.)
67
2.
2.11 Subsidiaries
A subsidiary is an entity over which the Group has the power to govern the financial and operating policies so as to
obtain benefits from its activities.
In the Company’s separate financial statements, investments in subsidiaries are accounted for at cost less impairment
losses.
2.12 Associates
An associate is an entity, not being a subsidiary or a joint venture, in which the Group has significant influence. An
associate is equity accounted for from the date the Group obtains significant influence until the date the Group
ceases to have significant influence over the associate.
The Group’s investments in associates are accounted for using the equity method. Under the equity method, the
investment in associates is measured in the statement of financial position at cost plus post-acquisition changes in
the Group’s share of net assets of the associates. Goodwill relating to associates is included in the carrying amount
of the investment. Any excess of the Group’s share of the net fair value of the associate’s identifiable assets, liabilities
and contingent liabilities over the cost of the investment is excluded from the carrying amount of the investment and
is instead included as income in the determination of the Group’s share of the associate’s profit or loss for the period
in which the investment is acquired. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group does not
recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. After application of the equity method, the Group determines whether it is necessary to recognise an additional
impairment loss on the Group’s investment in its associates. The Group determines at each reporting date whether
there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates
the amount of impairment as the difference between the recoverable amount of the associate and its carrying value
and recognises the amount in profit or loss.
68
The financial statements of the associates 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.
In the Company’s separate financial statements, investments in associates are stated 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.
2.13 Land held for property development and property development costs
a) Land held for property development
Land held for property development consists of land where no development activities have been carried out or
where development activities are not expected to be completed within the normal operating cycle. Such land is
classified within non-current assets and is stated at cost less any accumulated impairment losses.
Land held for property development is reclassified as property development costs at the point when development
activities have commenced and where it can be demonstrated that the development activities can be completed
within the normal operating cycle.
2.13 Land held for property development and property development costs (cont’d.)
b)
Property development costs
Property development costs comprise all costs that are directly attributable to development activities or that
can be allocated on a reasonable basis to such activities.
When the financial outcome of a development activity can be reliably estimated, property development revenue
and expenses are recognised in profit anf loss by using the stage of completion method. The stage of completion
is determined by the proportion that property development costs incurred for work performed to date to date
bear to the estimated total property development costs.
Where the financial outcome of a development activity cannot be reliably estimated, property development
revenue is recognised only to the extent of property development costs incurred that is probable will be
recoverable, and property development costs on properties sold are recognised as an expense in the period in
which they are incurred.
Any expected loss on a development project, including costs to be incurred over the defects liability period, is
recognised as an expense immediately.
Property development costs not recognised as an expense are recognised as an asset, which is measured at
the lower of cost and net realisable value
The excess of revenue recognised in the income statement over billings to purchasers is classified as accrued
billings within trade receivables and the excess of billings to purchasers over revenue recognised in the income
statement is classified as progress billings within trade payables.
2.14 Construction contracts
Where the outcome of a construction contract can be reliably estimated, contract revenue and contract costs are
recognised as revenue and expenses respectively by using the stage of completion method. The stage of completion
is measured by reference to the proportion of contract costs incurred for work performed to date to the estimated
total contract costs.
Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the
extent of contract costs incurred that are likely to be recoverable. Contract costs are recognised as expense in the
period in which they are incurred.
When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an
expense immediately.
Contract revenue comprises the initial amount of revenue agreed in the contract and variations in contract work,
claims and incentive payments to the extent that it is probable that they will result in revenue and they are capable of
being reliably measured. When the total of costs incurred on construction contracts plus recognised profits (less recognised losses) exceeds
progress billings, the balance is classified as amount due from customers on contracts. When progress billings
exceed costs incurred plus, recognised profits (less recognised losses), the balance is classified as amount due to
customers on contracts. PASDEC Annual Report 2010
2.
69
2.
2.15 Financial assets
Financial assets are recognised in the statements of financial position when, and only when, the Group and the
Company becomes 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.
The Group and the Company classified their financial assets as available-for-sale and loans and receivables.
a) Available-for-sale financial assets Available-for-sale financial assets are measured at fair value. Any gains or losses from changes in fair value
of the financial assets 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 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.
b)
Loans and receivables
70
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. 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.
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. NOTES TO THE FINANCIAL STATEMENTS (continued)
2.15 Financial assets (cont’d.)
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 i.e., the date that the Group and the
Company commit to purchase or sell the asset.
2.16 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. a) 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, assets 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.
b)
Available-for-sale financial assets Significant or prolonged decline in fair value below cost, significant financial difficulties of the issuer or obligor,
and the disappearance of an active trading market are considerations to determine whether there is objective
evidence that investment securities classified as available-for-sale financial assets are impaired. If an available-for-sale financial asset is impaired, an amount comprising the difference between its cost (net
of any principal payment and amortisation) and its current fair value, less any impairment loss previously
recognised in profit or loss, is transferred from equity to profit or loss.
2.
71
2.
2.16 Impairment of financial assets (cont’d.)
b)
Available-for-sale financial assets (cont’d.)
Impairment losses on available-for-sale equity investments are not reversed in profit or loss in the subsequent
periods. Increase in fair value, if any, subsequent to impairment loss is recognised in other comprehensive
income. For available-for-sale debt investments, impairment losses are subsequently reversed in profit or loss
if an increase in the fair value of the investment can be objectively related to an event occurring after the
recognition of the impairment loss in profit or loss.
2.17 Cash and cash equivalents
For the purposes of the cash flow statements, cash and cash equivalents include cash in hand and at bank and
deposits at call which have an insignificant risk of changes in value, net of outstanding bank overdrafts.
2.18 Inventories
Inventories are stated at the lower of cost and net realisable value. Costs incurred in bringing the inventories to their
present location and condition are accounted for as follows: -
Raw materials: purchase costs on a first-in first-out basis.
-
Finished goods and work-in-progress: costs of raw materials, direct labour, other direct costs and appropriate
proportions of production overheads. The cost of unsold properties comprises cost associated with the purchase of land, direct costs and appropriate
proportions of common costs.
Net realisable value is the estimated selling price in the ordinary course of business less estimated costs of completion
and the estimated costs necessary to make the sale.
72
2.19 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.
2.
2.20 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 FRS 139, are recognised in the statement 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 as at fair value through profit or loss.
The Group and the Company have not designated any financial liabilities as at fair value through profit or
loss. b)
Other financial liabilities
The Group’s and the Company’s other financial liabilities include trade payables, other payables and
borrowing.
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.
Borrowing is recognised initially at fair value, net of transaction costs incurred, and subsequently measured at
amortised cost using the effective interest method. Borrowing is 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.
2.21 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 incurred in connection with the borrowing of funds.
73
2.
2.22 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 absences, and short term non-accumulating compensated absences such as sick leave
are recognised when the absences occur.
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 companies in the Group make contributions to the Employee 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.
2.23 Leases
74
Finance leases, which transfer to the Company 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 Company 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.
2.24 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) Sale of properties
Revenue from sale of properties is accounted for by the stage of completion method as described in Note
2.13(b).
b) Construction contracts Revenue from construction contracts is accounted for by the stage of completion method as described in Note
2.14.
Summary of significant accounting policies (cont’d.) 2.24 Revenue
c) Sale of goods
Revenue is recognised net of sales taxes and upon transfer of significant risk and rewards of ownership to the
buyer. Revenue is not recognised to the extent where there are significant uncertainties regarding recovery of
the consideration due, associated costs or the possible return of goods.
d)
e)
Revenue from services
Revenue from services is recognised net of service taxes and discounts as and when the services are
performed.
Dividend income
f)
Dividend income is recognised when the right to receive payment is established.
g)
Rental income from investment property is recognised on a straight-line basis over the term of the lease. Rental income Interest income
Interest income is recognised using the effective interest method.
h) Management fees
Management fees are recognised when services are rendered.
2.25 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.
2.
75
2.
2.25 Income taxes (cont’d.)
b)
Deferred tax (cont’d.)
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.
76
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. 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.
2.26 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 on each of these segments are shown in Note 37, including the factors used to
identify the reportable segments and the measurement basis of segment information.
2.27 Share capital and share issuance expenses
An equity instrument is any contract that evidences a residual interest in the assets of the Group and the Company
after deducting all of its liabilities. Ordinary shares are 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 the period in which
they are declared.
2.28 Contingencies
3.
A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will
be confirmed only by the occurrence or non-occurrence of uncertain future event(s) not wholly within the control of
the Group. Contingent liabilities and assets are not recognised in the statements of financial position of the Group. 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 outcomes 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
In the process of applying the Group’s accounting policies, management has made the following judgements, apart
from those involving estimations, which have the most significant effect on the amounts recognised in the financial
statements: (a)
Impairment of available-for-sale investments
The Group reviews its debt securities classified as available-for-sale investments at each reporting date to
assess whether they are impaired. The Group also records impairment charges on available-for-sale equity
investments when there has been a significant or prolonged decline in the fair value below their cost. The determination of what is “significant” or “prolonged” requires judgement. In making this judgement, the
Group evaluates, among other factors, historical share price movements and the duration and extent to which
the fair value of an investment is less than its cost.
77
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 loans and receivables
The Group assesses at each reporting date whether there is any objective evidence that a financial asset is
impaired. To determine whether there is objective evidence of impairment, the Group considers factors such as
the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in
payments.
Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated
based on historical loss experience for assets with similar credit risk characteristics. The carrying amount of the
Group’s loans and receivables at the reporting date is disclosed in Note 19. If the present value of estimated
future cash flows varies by 10% from management’s estimates, the Group’s allowance for impairment will
increase or decrease by approximately RM564,000 (2009: RM472,000).
(b)
Property development
The Group recognises property development revenue and expenses in the statement of comprehensive income
by using the stage of completion method. The stage of completion is determined by the proportion that property
development costs incurred for work performed to date bear to the estimated total property development costs.
Significant judgement is required in determining the stage of completion, the extent of the property development
costs incurred, the estimated total property development revenue and costs, as well as the recoverability of the
property development costs. In making the judgement, the Group evaluates based on past experience and by
relying on the work of specialists. PASDEC Annual Report 2010
The carrying amounts of assets and liabilities of the Group arising from property development activities are
disclosed in Note 13. A 10% difference in the estimated total property development revenue or costs would
result in approximately 8% (2009: 9%) variance in the Group’s revenue and 4% (2009: 5%) variance in the
Group’s cost of sales.
78
(c)
Impairment of goodwill
Goodwill is tested for impairment annually and at other times when such indicators exist. This requires an
estimation of the value in use of the cash-generating units to which goodwill is 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 given in Note 15.
3.
Significant accounting judgements and estimates (cont’d.)
3.2 Key sources of estimation uncertainty (cont’d.)
(d)
Deferred tax assets
Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit
will be available against which the losses can be utilised. Significant management judgement is required to
determine the amount of deferred tax assets that can be recognised, based on the likely timing and level of
future taxable profits together with future tax planning strategies. Assumptions about generation of future taxable profits depend on management’s estimates of future cash
flows. These depends on estimates of future production and sales volume, operating costs, capital expenditure,
dividends and other capital management transactions. Judgement is also required about application of income
tax legislation. These judgements and assumptions are subject to risks and uncertainty, hence there is a
possibility that changes in circumstances will alter expectations, which may impact the amount of deferred
tax assets recognised in the statements of financial position and the amount of unrecognised tax losses and
unrecognised temporary differences.
4. Revenue Group
2010 2009
RM RM
Sale of properties
Construction contracts
Sale of goods Management fees
Rental income
Dividend income
66,386,039 9,239,994 2,921,711 800,294 2,566,153 3,229,161 88,344,690 1,224,000 6,091,135 926,747 2,772,268 3,821,822 -
-
-
12,028,056 -
-
745,920
5,920,326
85,143,352 103,180,662 12,028,056 6,666,246
5. Cost of sales
2010 RM 2009
RM
25,612,177 4,482,264 8,021,639 14,368,350 1,360,700 6,580,282 -
39,937,356
17,569
19,903,672
18,629,704
792,694
2,467,664
207,748
60,425,412 81,956,407
Property development costs (Note 13(b))
Additional costs for completed project
Cost of land held for property development sold (Note 13(a))
Cost of inventories sold
Cost of services rendered
Cost of construction contracts
Sand mining operations
Group
79
6. Finance costs
Interest expense on:
Hire purchase Term loans Overdrafts Revolving credits
Rainbow Exchangeable Bonds
Other interests
Group 2010 RM 2009 RM 37,208 213,566 1,650,473 158,883 3,783,171 270,702 56,378 363,083 1,848,703 117,021 4,469,452 166,529 14,592 -
-
-
3,783,171 1,658,026 5,458
4,469,452
-
6,114,003 7,021,166 5,455,789 4,474,910
7. Profit/(loss) before tax
The following items have been included in arriving at profit/(loss) before tax:
Group 2010 2009 RM RM 80
Employee benefits expense (Note 8)
Non-executive directors’ remuneration (Note 9)
Auditors’ remuneration:
- Current year
- Underprovision in prior year
Impairment loss on financial assets:
- Trade receivables
- Other receivables
Property, plant and equipment written off
Office rental Rental - others
Provision for impairment losses in inventories
Rental income
Dividend income
Property development costs written off
Depreciation of property, plant and equipment (Note 12)
Depreciation of investment properties (Note 14)
Impairment of property development costs (Note 13(b))
Impairment of intangible asset
Provision for impairment losses in
investments in subsidiaries
Provision for impairment losses in investments in marketable securities
Interest income
Company 2010 2009
RM RM
Company
2010 2009
RM RM
10,253,565 727,150 11,637,077 573,400 7,017,173 652,450 860,716
532,450
160,000 -
153,000 10,000 15,000 -
10,000
-
1,424,214 424,478 -
506,432 14,535 191,912 (102,050)
(3,233,376)
-
1,249,622 171,783 241,244 -
2,095,989 24,758 2,263,101 500,313 -
-
(21,900)
(3,822,731)
191,328 1,225,295 171,783 3,538,636 15,016 -
107,379 -
444,179 -
-
-
-
-
45,911 -
-
-
247,711
32,028
-
-
-
-
2,250,000
-
(385,773)
11 (710,776)
-
(19,593,163)
(2,889,339)
7.
Profit/(loss) before tax (cont’d.)
Reversal of provision for reclamation costs
Reversal of provision for impairment losses in investments in subsidiaries
Reversal of provision for impairment losses in inventories Reversal of provision for impairment losses in
investments in marketable securities
Reversal of allowance for doubtful debts
- Trade receivables
- Other receivables
Bad debts written off
Gain on disposal of property, plant and equipment
Gain on disposal of investments
8. Employee benefits expense
Wages and salaries
Social security contributions
Short-term accumulating compensated absences
Contributions to defined contribution plan
Pension costs - defined benefit plan (Note 24)
Other staff related expenses
Group 2010 2009 RM RM Company
2010 2009
RM RM
-
(557,076)
-
-
-
-
-
(862,215)
(143,033)
(89,665)
-
-
-
(88,193)
-
(27,396)
(432,202)
-
-
(2,873,662)
(3,190,544)
(2,400)
(90,134)
108,663 (29,285)
(896,176)
-
-
-
-
-
22,048
(84,243)
Group
2010
2009
RM RM
7,592,447 94,304 (63,412)
927,004 636,918 1,066,304 8,076,454 100,202 632,671 981,326 809,963 1,036,461 4,429,750 52,467 734,570 571,740 371,535 857,111 704,251
1,085
49,908
105,472
10,253,565 11,637,077 7,017,173 860,716
Included in employee benefits expense of the Group are executive directors’ remuneration amounting to RM430,260 (2009:
RM431,560) as further disclosed in Note 9.
81
9. Directors’ remuneration
Executive directors’ remuneration (Note 8):
Salaries and other emoluments
Non-executive directors’ remuneration (Note 7):
Fees Other emoluments
Total directors’ remuneration
Group
2010 2009
RM RM
430,260 431,560 -
-
501,000 226,150 351,000 222,400 501,000 151,450 351,000
181,450
727,150 573,400 652,450 532,450
1,157,410 1,004,960 652,450 532,450
The number of directors of the Company whose total remuneration during the financial year fell within the following bands
is analysed below:
Number of Directors
2010 2009
Non-executive directors:
Up to RM50,000
RM50,001 – RM100,000
RM100,001 – RM150,000
-
7
1
2
7
-
10. Income tax expense
Major components of income tax expense
The major components of income tax expense for the years ended 31 December 2010 and 2009 are:
Group
Company
2010 2009 2010 2009
RM RM RM RM
82
Statement of comprehensive income:
Current income tax:
Malaysian income tax
Underprovision/(overprovision) in prior year
2,892,384 41,455 2,334,488 (254,376)
2,710,816 126,910
-
2,933,839 2,080,112 2,837,726 -
Deferred income tax (Note 32):
Relating to originating and reversal of
temporary differences
Underprovision/(overprovision) in prior year
(741,613)
158,427 (713,408)
(1,025,157)
(276,527)
-
-
(583,186)
(1,738,565)
(276,527)
-
2,350,653 341,547 2,561,199 -
Total income tax expense
10. Income tax expense (cont’d.)
Reconciliation between tax expense and accounting profit
Group
Profit/(loss) before taxation Taxation at Malaysian statutory tax rate of 25% (2009: 25%)
Utilisation of Group relief
Effect of income not subject to tax
Effect of expenses not deductible for tax purposes Effect of utilisation of previously unrecognised tax losses and unabsorbed capital allowances
Deferred tax assets not recognised in respect of current
year’s tax losses and unabsorbed capital allowances
Under/(over) provision of deferred tax in prior year
Under/(over) provision of income tax in prior year Tax expense for the year
Company
6,826,749 (8,364,709)
1,706,687 (2,070,165)
(3,566,573)
5,197,551 (2,091,177)
(823,558)
(2,278,215)
4,355,868
(1,881,780)
(426,366)
2,765,051 158,427 41,455 2,884,528
(1,025,157)
(254,376
2,350,653 341,547
Profit before taxation 16,498,221 346,974
Taxation at Malaysian statutory tax rate of 25%
4,124,555 86,744
Utilisation of Group relief
(2,070,165)
Effect of income not subject to tax
-
(1,480,082)
Effect of expenses not deductible for tax purposes 382,231 1,567,552
Effect of utilisation of previously unrecognised tax losses
(2,332)
(174,214)
Underprovision of income tax in prior year
126,910 Tax expense for the year
2,561,199 Income tax is calculated at the Malaysian statutory tax rate of 25% (2009: 25%) of the estimated assessable profit for the
year. Tax savings during the financial year arising from:
Group Company 2010 2009 2010 2009
RM RM RM RM
Utilisation of previously unrecognised tax losses
and unabsorbed capital allowances
1,881,780 426,366 2,332 174,214
The reconciliation between tax expense and the product of accounting profit multiplied by the applicable corporate tax rate
for the years ended 31 December 2010 and 2009 are as follows: 2010 2009
RM RM
83
11. Earnings/(loss) per share
(a) Basic
Basic earnings/(loss) per share amounts are calculated by dividing profit/(loss) for the year, net of tax, attributable to
owners of the parent by the weighted average number of ordinary shares outstanding during the financial year. Group 2010 2009
Profit/(loss) attributable to ordinary equity holders of the Company (RM)
Weighted average number of ordinary shares in issue (units)
Basic earnings/(loss) per share (sen)
1,043,766 205,978,000 0.51 (4,419,244)
205,978,000
(2.15)
(b) Diluted
No diluted earnings per share were presented as there were no potential dilutive ordinary shares outstanding as at 31
December 2010.
12. Property, plant and equipment
Construction Leasehold work-in- Plant and Other land Buildings progress machinery assets* Total
RM RM RM RM RM RM
84
Group
Cost:
At 1 January 2009
As previously stated -
Effects of adopting the
amendments to FRS 117 112,784 13,922,406 2,237,500 4,363,715 8,664,829 29,188,450
-
-
-
-
112,784
As restated
Reclassification
Additions
Disposals
Written off
112,784 -
-
-
-
13,922,406 -
16,309 -
-
2,237,500 -
-
-
(2,237,500)
4,363,715 1,309,796 8,960 (401,000)
-
8,664,829 (1,309,796)
278,442 (159,940)
(35,171)
29,301,234
303,711
(560,940)
(2,272,671)
At 31 December 2009 and
1 January 2010
Additions
Disposals
112,784 -
-
13,938,715 -
(3,697,140)
-
-
-
5,281,471 -
(228,000)
7,438,364 361,473 (1,092,509)
26,771,334
361,473
(5,017,649)
At 31 December 2010
112,784 10,241,575 -
5,053,471 6,707,328 22,115,158
12. Property, plant and equipment (cont’d.)
Construction Leasehold work-in- land Buildings progress RM RM RM Plant and machinery RM Other assets* RM Total
RM
Group (cont’d.)
Accumulated depreciation:
At 1 January 2009
As previously stated
-
953,343 -
1,874,686 5,188,970 8,016,999
Effects of adopting the
amendments to FRS 117 31,096 -
-
-
-
31,096
As restated
31,096 953,343 -
1,874,686 5,188,970 8,048,095
Reclassification
-
-
-
1,017,288 (1,017,288)
Charge for the year (Note 7) 2,210 278,623 -
338,671 605,791 1,225,295
Disposals
-
-
-
(400,997)
(59,245)
(460,242)
Written off
-
-
-
-
(9,570)
(9,570)
At 31 December 2009 and
1 January 2010
33,306 1,231,966 -
2,829,648 4,708,658 8,803,578
Disposals
-
(178,086)
-
(205,761)
(677,422)
(1,061,269)
Charge for the year (Note 7) 2,210 228,943 -
338,414 680,055 1,249,622
At 31 December 2010
35,516 1,282,823 -
2,962,301 4,711,291 8,991,931
Net carrying amount:
At 31 December 2009
79,478 12,706,749 -
2,451,823 2,729,706 17,967,756
At 31 December 2010
77,268 8,958,752 -
2,091,170 1,996,037 13,123,227
*Other assets consist of office renovation, furniture and fittings, office equipment, motor vehicles and signboard.
85
12. Property, plant and equipment (cont’d.)
86
Office equipment RM Motor vehicles RM Total
RM
Company
Cost:
At 1 January 2009
8,300 442,540 450,840
Disposal -
(157,051)
(157,051)
At 31 December 2009 and 1 January 2010
8,300 285,489 293,789
Addition -
183,000 183,000
At 31 December 2010
8,300 468,489 476,789
Accumulated depreciation:
At 1 January 2009
5,122 74,847 79,969
Charge for the year (Note 7)
1,660 30,368 32,028
Disposal -
(58,776) (58,776)
At 31 December 2009 and 1 January 2010
6,782 46,439 53,221
1,517 44,394 45,911
At 31 December 2010
8,299 90,833 99,132
At 31 December 2009
1,518 239,050 240,568
At 31 December 2010
1
377,656 377,657
During the financial year, the Group and the Company acquired property, plant and equipment at aggregate costs of
RM361,473 (2009: RM303,711) and RM183,000 (2009: RM Nil) of which RM183,000 (2009: RM78,926) and RM183,000
(2009: RM Nil) respectively were acquired by means of hire purchase. Net carrying amounts of property, plant and
equipment held under hire purchase arrangements are as follows:
Group Company 2010 2009 2010 2009
RM RM RM RM
Motor vehicles
739,004 718,091 389,368 239,050
Plant and machinery
337,317 392,017 -
1,076,321 1,110,108 389,368 239,050
Group
At 31 December 2010
Cost
At 1 January 2010
Additions
Disposals (Note 5)
Reclassification
Transfer from property development costs (Note 13(b))
Transfer to property development costs (Note 13(b))
At 31 December 2010
Accumulated impairment losses
At 1 January/31 December
Carrying amount at 31 December 2010
Freehold land RM Leasehold land RM Total
RM
44,538,641 5,314,534 (7,882,039)
10,857,692 1,631,557 (350,000)
108,993,950 6,393,562 (139,600)
(10,857,692)
4,573,176 (410,807)
153,532,591
11,708,096
(8,021,639)
6,204,733
(760,807)
54,110,385 108,552,589 162,662,974
(382,000)
(20,116,367)
(20,498,367)
53,728,385 88,436,222 142,164,607
At 31 December 2009
Cost
At 1 January 2009
60,785,451 103,432,545 Additions
4,864 3,760 Disposals (Note 5)
(16,060,102)
(3,843,570)
Transfer from property development costs (Note 13(b))
2,321,555 9,401,215 Transfer to property development costs (Note 13(b))
(2,513,127)
-
At 31 December 2009
44,538,641 108,993,950 Accumulated impairment losses
(382,000) (20,116,367)
Carrying amount at 31 December 2009
44,156,641 88,877,583 164,217,996
8,624
(19,903,672)
11,722,770
(2,513,127)
153,532,591
(20,498,367)
133,034,224
13. Land held for property development and property development costs
(a) Land held for property development
87
13. Land held for property development and property development costs (cont’d.)
(b) Property development costs
Freehold Leasehold Development land land costs Total
RM RM RM RM
Group
At 31 December 2010
Cumulative property development costs
At 1 January 2010
Costs incurred during the year
Transfer from land held for property
development (Note 13(a))
Transfer to land held for property
development (Note 13(a))
Unsold units transferred to inventories
Disposal Reversal of completed projects
At 31 December 2010
At 1 January 2010
Impairment loss for the year (Note 7)
At 31 December 2010
88
Cumulative costs recognised in income statement
At 1 January 2010
Recognised during the year (Note 5)
Reversal of completed projects
At 31 December 2010
Property development costs at 31 December 2010
25,607,036 2,139,562 11,567,324 1,391,220 261,726,167 25,714,913 298,900,527
29,245,695
350,000 410,807 -
760,807
(1,631,557)
(4,573,176)
(102,422)
-
-
(347,135)
(657,300)
-
(2,714,725)
(20,284,212)
(19,369,813)
(6,204,733)
(2,817,147)
(20,284,212)
(20,374,248)
26,015,484 8,138,875 245,072,330 279,226,689
-
-
-
(92,342)
(3,538,636)
(148,902)
(3,538,636)
(241,244)
-
(92,342)
(3,687,538)
(3,779,880)
(2,906,674)
(97,939)
347,135 (233,952) (134,521,328)
(657,300) (24,856,938)
657,300 19,369,813 (137,661,954)
(25,612,177)
20,374,248
(2,657,478)
(233,952) (140,008,453)
(142,899,883)
23,358,006 7,812,581 101,376,339 132,546,926
Group (cont’d.)
At 31 December 2009
Cumulative property development costs
At 1 January 2009
Costs incurred during the year
Transfer from land held for
property development (Note 13(a) Reclassification
Disposal
Written off Transfer to land held for
property development (Note 13(a))
Unsold units transferred to inventories
At 31 December 2009
At 1 January 2009
Impairment loss for the year (Note 7)
At 31 December 2009
Cumulative costs recognised in income statement
At 1 January 2009
Recognised during the year (Note 5)
At 31 December 2009
Property development costs at 31 December 2009
23,517,850 2,346,235 34,700,490 9,401,215 240,074,391 59,525,170 298,292,731
71,272,620
2,513,127 (218,068)
-
-
-
-
(278,542)
-
-
218,068 (709,050)
(191,328)
2,513,127
(987,592)
(191,328)
(2,321,555)
(53,205)
(177,348)
(9,401,215)
(20,886,443)
(1,968,181)
-
(3,687,023)
(33,504,061)
(11,722,770)
(24,626,671)
(35,649,590)
25,607,036 11,567,324 261,726,167 298,900,527
-
-
-
-
-
(3,538,636)
(3,538,636)
-
-
(3,538,636)
(3,538,636)
(3,004,923)
(79,099)
177,348 (139,573) (130,229,692)
(2,062,560) (37,795,697)
1,968,181 33,504,061 (133,374,188)
(39,937,356)
35,649,590
(2,906,674)
(233,952) (134,521,328)
(137,661,954)
22,700,362 11,333,372 123,666,203 157,699,937
(b) Property development costs (cont’d.)
Freehold Leasehold Development land land costs Total
RM RM RM RM
89
The freehold land and leasehold land of certain subsidiaries with a carrying value of RM27,033,882 (2009: RM18,039,451)
have been charged as security for short term borrowings.
The title of leasehold land held for development of a subsidiary with a carrying value of RM33,747,037 (2009: RM43,241,592)
is still pending transfer to the subsidiary’s name from the ultimate holding corporation, Perbadanan Kemajuan Negeri
Pahang.
The title of freehold land held for development of a subsidiary with a carrying value of RM32,309,074 (2009: RM37,345,110)
is still pending transfer to the subsidiary’s name from the vendor.
14. Investment properties
Group
2010 2009
RM RM
Buildings
Cost
8,640,694 8,640,694
Accumulated depreciation
At 1 January 1,296,157 1,124,374
171,783 171,783
At 31 December 1,467,940 1,296,157
Net carrying amount
At 31 December 7,172,754 7,344,537
Part of the leasehold building of a subsidiary with carrying value amounting to RM142,081 (2009: RM147,309) is pledged
to financial institutions for credit facilities granted to the subsidiary as detailed in Note 25.
90
16. Investments in subsidiaries
Unquoted shares at cost
Less: Accumulated impairment losses
99,443,569 (31,880,472)
81,824,753
(31,880,472)
67,563,097 49,944,281
Company 2010 2009
RM RM
15. Intangible asset
Group 2010 2009
RM RM
Goodwill
Cost:
4,577,645 4,577,645
Accumulated amortisation and impairment:
At 1 January 3,769,403 3,754,387
Impairment loss (Note 7)
-
15,016
At 31 December
3,769,403 3,769,403
At 31 December 808,242 808,242
(a) Impairment loss on goodwill recognised
Goodwill of the Group arises from acquisition of certain subsidiaries within the Group. The management has carried
out an impairment test on the goodwill as some of the subsidiaries have been making losses and ceased operations.
The impairment test led to the recognition of an impairment loss on goodwill of RM Nil (2009: RM15,016) as disclosed
in Note 7 to the financial statements.
(b) Key assumptions used in value-in-use calculations
The recoverable amount of the goodwill, for purpose of the impairment testing, is determined based on value-in-use
calculations using cash flow projections. The key assumptions used for value-in-use calculations are gross margin of
25% (2009: 25%) and discount rate of 7.80% (2009: 7.80%).
91
16. Investments in subsidiaries (cont’d.)
Details of the subsidiaries are as follows:
Country of
Name
incorporation
Principal activities
Pasdec Corporation Sdn. Bhd.
Malaysia
Property development and
project management
Kuantan Tembeling Resort Sdn. Bhd. Malaysia 92
Property development and project management
Pasdec Land Sdn. Bhd.
Malaysia
Pasdec Bina Sdn. Bhd.#
Malaysia
Building and civil construction
Kimdec Corporation Sdn. Bhd. Malaysia
Kuantan Bricks Sdn. Bhd.*#
Malaysia
Manufacturing and supply
of bricks
Sumbangan Sakti Sdn. Bhd.#
Malaysia
Pasdec Mega Sdn. Bhd.
Malaysia
Pasdec Pintas Sdn. Bhd.#
Malaysia
Dormant
Pasdec Putra Sdn. Bhd.**
Malaysia
Mutiara Pasdec Sdn. Bhd.#
Malaysia
Investment holding
Pahang Aircraft Industries Malaysia
Dormant
Sdn. Bhd.***#
Pasdec Trading Sdn. Bhd.*** Malaysia
Trading of building materials
and provision of insurance
services
Bentong Aquarium &
Sanctuary Park Sdn. Bhd.#
Malaysia
Dormant
During the year, the Company has incorporated the following subsidiary:
Pasdec Engineering Sdn. Bhd.
Malaysia
Value engineering and
consultancy services
Proportion of
ownership
2010 2009
%
%
100
100
100
100
100
100
100
100
100
51
100
100
100
100
100
100
70
70
100
100
100
100
100
100
100
100
70
70
100
-
16. Investments in subsidiaries (cont’d.)
*
Subsidiary of Pasdec Bina Sdn. Bhd..
**
Subsidiary of Pasdec Corporation Sdn. Bhd..
***
“Subsidiary of Mutiara Pasdec Sdn. Bhd..
#
On 31 December 2010, the Company acquired 9,800,000 ordinary shares representing 49% equity interest in Kimdec
Corporation Sdn. Bhd. (“Kimdec”) from the minority shareholder of Kimdec for a total consideration of RM17,618,814. As
a result of this acquisition, Kimdec became a wholly-owned subsidiary of the Company. On the date of acquisition, the
carrying value of the additional interest acquired was RM7,720,543. The difference between the consideration and the fair
value of the interest acquired of RM9,898,271 is reflected in equity as premium paid on acquisition of minority interests.
17. Investments in associates In Malaysia:
Unquoted shares, at cost
Share of post-acquisition reserves
Less: Accumulated impairment losses
Represented by:
Share of net assets
Country of Principal Names
incorporation
activities
Prima Prai Sdn. Bhd.
Malaysia
Genting View Resort
Malaysia
Ceased Development Sdn. Bhd. operations
Pasdec Cempaka Sdn. Bhd. Malaysia
Dormant
Group
2010 RM 2009
RM
1,270,000 2,000,077 1,270,000
2,067,926
3,270,077 (70,000)
3,337,926
(70,000)
3,200,077 3,267,926
3,200,077 3,267,926
Proportion of
ownership interest 2010 2009 %
%
Proportion of
voting power
2010
2009
%
%
20 20 20 20
40 40 40 40
40 40 40 40
The auditors’ report of this company refers to the going concern assumption and that the subsidiary is dependent
upon the financial support from the holding company. The report is not qualified.
Acquisition of minority interests
93
17. Investments in associates (cont’d) The financial statements of the above associates are coterminous with those of the Group, except for Prima Prai Sdn. Bhd.
and Genting View Resort Development Sdn. Bhd. which have financial years end on 31 March and 30 June respectively.
For the purpose of applying the equity method of accounting, the management accounts of Prima Prai Sdn. Bhd. and
Genting View Resort Development Sdn. Bhd. for the period ended 31 December 2010 have been used.
18. Inventories
Cost
Properties held for sale
Land Finished goods
Diesel and lubricant
Less: Allowance for impairment
Properties held for sale
Finished goods
19. Trade and other receivables
94
Group 2010 RM 2009 RM Group 2010 RM 2009
RM
22,539,752 -
434,437 55,354 24,649,831
25,098
202,249
68,142
23,029,543 24,945,320
(135,268)
(104,444)
(190,833)
-
(239,712)
(190,833)
22,789,831 24,754,487
Company 2010 2009
RM RM
Current
Trade receivables
Construction contracts:
Retention sum receivable (Note 21)
Progress billings receivable
36,338,791 39,166,233 -
-
652,200 22,804,979 132,500 30,825,884 -
-
-
59,795,970 (5,642,183)
70,124,617 (4,725,637)
-
-
-
54,153,787 65,398,980 -
-
Other receivables
Amount due from related parties:
Subsidiaries
Holding corporation Related companies
Deposits Tax recoverable
Sundry receivables
Group 2010 2009 RM RM Company 2010 2009
RM RM
-
25,400,818 24,574,088 -
25,343,553 22,377,565 209,940,084 24,987,568 5,322,623 220,241,003
24,204,068
4,022,499
49,974,906 1,352,312 2,640,389 5,807,311 47,721,118 1,216,576 2,913,674 7,673,800 240,250,275 -
-
221,282 248,467,570
257,344
59,774,918 59,525,168 240,471,557 248,724,914
Third parties
Subsidiaries
Holding corporation
Related companies
(2,067,345)
-
(15,776,164)
(11,679,232)
(3,313,458)
-
(15,776,164)
(11,656,696)
(66,640)
(391,562)
(15,776,164)
(4,022,499)
(61,962)
(296,401)
(15,776,164)
(4,014,959)
(29,522,741)
(30,746,318)
(20,256,865)
(20,149,486)
Total trade and other receivables
(current and non-current)
Add: Cash and bank balances (Note 23)
Total loans and receivables 30,252,177 28,778,850 220,214,692
228,575,428
84,405,964 22,538,481 106,944,445 94,177,830 19,109,073 113,286,903 220,214,692 5,953,496 226,168,188 228,575,428
4,563,132
233,138,560
19. Trade and other receivables (cont’d.)
95
(a) Trade receivables
Trade receivables are non-interest bearing and are generally on 30 to 120 day (2009: 30 to 120 day) terms. They are
recognised at their original invoice amounts which represent their fair values on initial recognition. Ageing analysis of trade receivables
The ageing analysis of the Group’s trade receivables is as follows:
Group
2010 2009
RM RM
Neither past due nor impaired
44,778,718 57,250,878
1 to 30 days past due not impaired 330,692 1,475,103
31 to 60 days past due not impaired
437,163 131,868
61 to 90 days past due not impaired
3,713,202 504,531
91to 120 days past due not impaired
4,893,060 6,036,600
More than 121 days past due not impaired 952 -
9,375,069 8,148,102
Impaired
5,642,183 4,725,637
59,795,970 70,124,617
96
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. None of the Group’s trade receivables that are neither past due nor impaired have been renegotiated during the
financial year.
Receivables that are past due but not impaired The Group has trade receivables amounting to RM9,375,069 (2009: RM8,148,102) that are past due at the reporting
date but not impaired. Trade receivables that were past due but not impaired relate to customers that have a good track record with the
Group. Based on past experience and no adverse information to date, the directors of the Group are of the opinion
that no provision for impairment is necessary in respect of these balances as there has not been a significant change
in the credit quality and the balances are still considered fully recoverable. NOTES TO THE FINANCIAL STATEMENTS (continued)
Trade 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:
Individually impaired
2010 2009
RM RM
Group
Trade receivables
- nominal amounts
Movement in allowance accounts:
At 1 January
Charge for the year (Note 7) Reversal
Written off
At 31 December
5,642,183 (5,642,183)
4,725,637
(4,725,637)
-
-
Group
2010 RM 2009
RM
4,725,637 1,424,214 (432,202)
(75,466)
2,632,048
2,095,989
(2,400)
-
5,642,183 4,725,637
(b)
Other receivables
Amounts due from subsidiaries amounting to RM74,390,386 (2009: RM60,480,863) bear interest of 6% (2009: 6%)
per annum and are repayable on demand. The remaining amounts due from subsidiaries bear interest at 8.3% (2009:
Nil) per annum. The amounts are unsecured and are to be settled in cash.
The amounts due from holding corporation and related companies are non-interest bearing and repayable on
demand. These amounts are unsecured and are to be settled in cash.
97
(b) Other receivables (cont’d.)
Other receivables that are impaired
The Group’s and Company’s other receivables that are impaired at the reporting date and the movement of the
allowance accounts used to record the impairment are as follows:
Individually impaired
Group
Company
2010 2009 2010 2009
RM RM RM RM
Other receivables
- nominal amounts
50,328,877 50,857,029 33,523,730 32,607,430
(29,522,741) (30,746,318) (20,256,865)
(20,149,486)
20,806,136 20,110,711 13,266,865 12,457,944
Movement in allowance accounts:
At 1 January
Reversal
Written off
At 31 December
98
Group
2010 2009
RM RM
30,746,318 424,478 -
(1,648,055)
30,811,694 24,758 (90,134)
-
20,149,486 107,379 -
-
19,901,775
247,711
-
29,522,741 30,746,318 20,256,865 20,149,486
20. Other current assets
Group Company
2010 2009
2010 2009
RM
RM
RM
RM
Prepayments
Due from customers on contract (Note 21)
390,063 162,254
266,647 -
185,008 -
103,297
-
552,317 266,647 185,008 103,297
21. Gross amount due from/(to) customers
Construction contract costs incurred todate
Attributable profits
Less : Progress billings
Group
2010 RM 2009
RM
20,738,473 1,993,651 14,521,240
(1,304,602)
22,732,124 (22,569,870)
13,216,638
(13,485,679)
162,254 (269,041)
Presented as:
Gross amount due from customers forcontract work (Note 20)
Gross amount to customers for contract work (Note 29)
162,254 -
(269,041)
162,254 (269,041)
652,200 132,500
Retention sum on contracts, included within trade receivables (Note 19)
Non-current
Available-for-sale financial assets Carrying amount:
Shares quoted in Malaysia
Unit trusts quoted in Malaysia
85,658,305 477,742 85,658,305 477,742 42,439,444 441,304 100,743,064
441,304
86,136,047 86,136,047 42,880,748 101,184,368
*
Prior to 1 January 2010, the current investments were carried at lower of cost and market value, determined on
aggregate basis. The non-current investments are stated at costs less impairment. Investments pledged as security
The Group’s investments in quoted shares with a carrying amount of RM44,697,322 (2009: RM23,965,841) are pledged to
financial institutions for issuance of RM150 million Rainbow Exchangeable Bonds (“REBs”) (Note 27).
The Group’s investments in quoted shares with carrying amount of RM40,785,658 (2009: RM18,389,423) are pledged to
banks for certain facilities granted to a related company.
22. Marketable securities
Group
2010 2009 RM RM
Market value Market value
Carrying
of quoted
Carrying of quoted
amount investments amount * investments
99
23. Cash and cash equivalents
Group Company 2010 2009 2010 2009
RM RM RM RM
Cash in hand and at banks
11,924,373 8,688,076 1,545,309 145,099
Deposits with licensed banks
10,614,108 10,420,997 4,408,187 4,418,033
Cash and bank balances
22,538,481 19,109,073 5,953,496 4,563,132
Included in cash at banks of the Group is an amount of RM9,185,855 (2009: RM5,001,106) held pursuant to Section 7A of
the Housing Development (Control and Licensing) Act 1966 and therefore restricted from use in other operations.
Deposits with licensed banks of the Group amounting to RM6,710,030 (2009: RM5,726,426) are pledged to banks for credit
facilities granted to certain subsidiaries.
Deposits with licensed banks earn interest at the respective deposit rates. The weighted average effective interest rate as
at 31 December 2010 for the Group and the Company were 3.1% (2009: 2.4%) and 3% (2009: 2.0%) respectively.
For the purpose of the consolidated statement of cash flow, cash and cash equivalents comprise the following at the
reporting date:
Group
Company
2010 2009 2010 2009
RM RM RM RM
Cash and bank balances
22,538,481 19,109,073 5,953,496 4,563,132
Bank overdrafts (Note 25)
(18,859,796) (21,459,982)
-
Cash and cash equivalents
3,678,685 (2,350,909)
5,953,496 4,563,132
100
24. Retirement benefit obligations
The Group operates an unfunded, defined benefit Retirement Benefit Scheme (“the Scheme”) for its eligible employees.
Under the Scheme, eligible employees are entitled to retirement benefits with 7.5% of final salary multiplied by plan service
with maximum of 300 months payable on attainment of the early retirement age of 40 upon completion of 10 or more years
of plan service or retirement age of 56.
(i) Balance sheet
The amounts recognised in the balance sheet are determined as follows:
Group Company 2010 2009 2010 2009
RM RM RM RM
Present value of funded defined benefit obligations
4,240,642 3,771,686 371,535 Unrecognised actuarial losses
568,330)
(563,437)
-
Net liability
3,672,312 3,208,249 371,535 Analysed as:
Current 671,153 128,064 371,535 Non-current:
Later than 1 year but not later than 2 years
564,712 459,170 -
Later than 2 years but not
later than 5 years
2,436,447 2,621,015 -
3,001,159 3,080,185 -
3,672,312 3,208,249 371,535 -
The movement in the present value of the defined benefit obligations over the year is as follows:
Group Company 2010 2009 2010 2009
RM RM RM RM
At 1 January
3,208,249 2,642,236 -
Current service cost
337,484 329,641 196,865 Interest cost
259,536 234,480 151,396 Amortisation of actuarial loss
39,898 245,842 23,274 Benefits paid (172,855)
(243,950)
-
At 31 December
3,672,312 3,208,249 371,535 -
101
24. Retirement benefit obligations (cont’d.)
(ii) Income statement
The amounts recognised in the income statement are as follows:
Group 2010 2009 RM RM Current service cost
337,484 329,641 Interest cost
259,536 234,480 Amortisation of actuarial loss
39,898 245,842 Total, included in employee
benefits expense (Note 8)
636,918 809,963 Company 2010 2009
RM RM
196,865 151,396 23,274 -
371,535 -
All of the Group’s contribution to defined benefit plan has been included in administrative expenses.
(iii) Actuarial assumptions
The principal assumptions used for the purposes of the actuarial valuations were as follows:
2010 %
Discount rate
6.5 Expected rate of salary increases
5.0 PASDEC Annual Report 2010
102
2009
%
7.0
5.0
Actuarial valuation for the Scheme is conducted by an independent actuary at regular intervals. The last valuation
performed for the Scheme was on 1 September 2010.
Assumptions regarding future mortality are based on published statistics and mortality tables. (iv) Historical information The history of experience adjustments is as follows:
Group Company 2010 2009 2010 2009
RM RM RM RM
Present value of defined benefit obligations
3,672,312 3,208,249 371,535 NOTES TO THE FINANCIAL STATEMENTS (continued)
RM RM
Current
Secured:
Bank overdrafts
Revolving credits
Term loans Hire purchase liabilities (Note 26)
18,123,864 2,000,000 12,077,362 177,421 20,544,019 10,500,000 1,914,207 277,004 -
-
-
-
-
32,378,647 33,235,230 -
-
Unsecured:
Bank overdrafts
Hire purchase liabilities (Note 26)
735,932 64,273 915,963 106,256 -
64,275 51,137
800,205 1,022,219 64,275 51,137
33,178,852 34,257,449 64,275 51,137
9,581,191 46,346,445 115,371 14,170,449 51,542,857 167,400 -
46,346,445 -
51,542,857
-
56,043,007 65,880,706 46,346,445 51,542,857
203,036 206,365 203,035 118,551
56,246,043 66,087,071 46,549,480 51,661,408
89,424,895 100,344,520 46,613,755 51,712,545
Non-current
Secured:
Term loans Rainbow Exchangeable Bonds (Note 27)
Unsecured:
Total loans and borrowings
25. Loans and borrowings
103
25. Loans and borrowings (cont’d.)
The remaining maturities of the loans and borrowings as at 31 December 2010 are as follows:
Group Company 2010 2009 2010 2009
RM RM RM RM
On demand or within one year
33,178,852 34,257,449 64,275 51,137
More than 1 year and less than 2 years
1,135,321 2,857,485 74,651 55,354
More than 2 years and less than 5 years
50,894,471 55,429,630 46,398,877 63,197
5 years or more
4,216,251 7,799,956 75,952 51,542,857
89,424,895 100,344,520 46,613,755 51,712,545
104
Bank overdrafts and bankers’ acceptances
The bank overdrafts and bankers’ acceptances of the Group are secured against the land registered under the name of the
holding corporation, first legal charge over long term leasehold land and building of certain subsidiaries, fixed and floating
charges over certain assets of subsidiaries, joint and several guarantee by the directors of a corporate shareholder of a
subsidiary and corporate guarantee by a subsidiary and the Company. The weighted average effective interest as at 31
December 2010 for the Group was 8.03% (2009: 7.39%).
Revolving credits
The secured revolving credits of the Group are for a period of six months and are secured against fixed legal charge over
certain freehold land of a subsidiary, proportionate corporate guarantee by the Company of up to 51% and joint and
several guarantee by the directors of a corporate shareholder. The weighted average effective interest as at 31 December
2010 for the Group was 6.13% (2009: 5.91%).
Term loans
The term loans are secured by the following:
(a)
(b)
(c)
(d)
First legal charge over the freehold land and leasehold land of certain subsidiaries;
Fixed and floating charges over certain assets of subsidiaries;
Joint and several guarantee by the directors of a corporate shareholder of the respective subsidiary; and
Corporate guarantee by a subsidiary and the Company.
Term loans bear interest at respective term loans rates. The weighted average effective interest as at 31 December 2010
for the Group was 7.72% (2009: 7.05%). The repayment of the Group’s term loans are ranging from 2 years to 8 years.
Rainbow Exchangeable Bonds
The Rainbow Exchangeable Bonds of the Group and of the Company are secured against part of the marketable securities
as disclosed in Note 22. The bonds bear interest at 5.25% (2009: 5.25%).
Hire purchase
The secured hire purchase liabilities of the Group are secured against corporate guarantee by a subsidiary company. The
weighted average effective interest as at 31 December 2010 for the Group and the Company were 3.47% (2009: 3.27%)
and 2.60% (2009: 2.60%) respectively.
Group
2010 2009
RM RM
267,527 165,136 199,735 419,093 366,518 40,197 76,645 136,471 96,834 57,850
124,600
-
632,398 (72,297)
825,808 (68,783)
309,950 (42,640)
182,450
(12,762)
560,101 757,025 267,310 169,688
177,421 64,273 277,004 106,256 -
64,275 51,137
241,694 383,260 64,275 51,137
115,371 203,036 167,400 206,365 -
203,035 118,551
318,407 373,765 203,035 118,551
560,101 757,025 267,310 169,688
27. Rainbow exchangeable bonds
On 15 November 2006, the Company issued RM150 million Rainbow Exchangeable Bonds (“REBs”) at 100% of its nominal
value comprising two series as follows:
(i) Series 1 - up to RM15 million REBs or such other amount exchangeable into 4,792,333 or such other appropriate number of ordinary shares in Road Builder (M) Holdings Berhad (“RBH”) (“Exchange Shares”); and (ii) Series 2 - up to RM135 million REBs or such other amount exchangeable into 40,785,500 or such other appropriate number of ordinary shares in YTL Cement Berhad (“Exchange Shares”).
The salient features of REBs issued by the Company are as follows:
(a) The tenures of the Series 1 and 2 are 5 and 7 years respectively.
(b) The REBs carry an interest or coupon rate of five percent per annum for both series and payable semi-annually in
arrears from the date of issue of the REBs, with the last coupon payment to be made on the respective maturity
dates.
26. Hire purchase payables
Minimum lease payments:
Not later than 1 year
Later than 1 year and not later than 5 years
Later than 5 years
Less: Future finance charges
Present value of lease liabilities
Analysed as:
Due within 12 months (Note 25)
Secured Unsecured Due after 12 months (Note 25)
Secured Unsecured 105
27. Rainbow exchangeable bonds (cont’d.)
(c) Each REB entitles the REBs holders to exchange for one Exchange Share at the Exchange Price which is indicatively
set at a premium of 10% to 30% from five-day Weighted Average Market Price of the relevant Exchange Shares prior
to the price fixing date or at par, whichever is higher at any time after the Securities Commission’s approval, for the
relevant series at any time during the Exchange Period.
(d) The REBs are secured by the following:
(i)
A Put-Option written by the Put-Option Writer to acquire the Exchange Shares at an agreed Option Price, upon
the terms and conditions contained in the Put-Option agreements;
(ii) Deposit/ pledge of the Exchange Shares with the Security Trustee, for the benefit of the REBs holders; (iii) Assignment/ charge of an Escrow Account, a Disbursement Account (“DA”), and Debt Service Reserve Account
(“DSRA”), in favour of the Security Trustee for the REBs holders; and
(iv) Assignment of the proceeds under an irrevocable Standby Line from a financial institution (“Liquidity Reserve
Provider”) equivalent to one (1) coupon payment payable during the tenor of the REBs, in favour of the Security
Trustee for the REBs Holders; or
If no Standby Line is established, an assignment/ charge of a Liquidity Reserve Account (“LRA”), into which an
amount equivalent to one (1) coupon payment payable during the tenor of the REBs shall be deposited.
(e) The Option Price with regards to Series 1 and 2 are as follows:
Series 1:
the outstanding amounts, owing or payable by the Company to the REBs holders under the relevant
Transaction Documents, as at the date of the put option notice as referred to in the Put-Option
agreements;
Series 2:
(f)
The REBs shall be redeemed by the Issuer on the respective maturity dates at approximately 122%
to 140% of the Issue Price of the relevant Series save and except for the following circumstances:-
(i)
106
the outstanding amounts, owing or payable by the Company to the REBs holders under the relevant
Transaction Documents, as at the date of the put option notice less the amount of:-
- any standby facilities procured by the Company; and
- any cash deposits by the Company into the DSRA.
(ii)
(iii)
(iv)
The REBs are exchangeable at any time by the REBs holders into the Exchange Shares, during the tenors of the
REBs;
The REBs may be redeemed by the Issuer after the expiry of three (3) years from the issue date of the REBs
and subject to the market price of the relevant Exchange Shares as traded on Bursa Malaysia Securities Berhad
being at least 130% of the Exchange Price of the relevant Exchange Shares;
The Issuer may, at any time, purchase the REBs at any price in the open market or by private treaty;
The REBs shall be cancelled and cannot be reissued if the REBs have been exchanged into the Exchange
Shares by the REBs holders, redeemed by the Issuer after year 3 and/or purchased by the Issuer in the open
market.
27. Rainbow exchangeable bonds (cont’d.)
Other payables
Accruals Coupon on bonds
Total trade and other payables
Add: Loans and borrowings (Note 25)
Total financial liabilities carried at amortised cost 6,024,679 3,051,886 3,731,428 231,250 9,687,999 6,354,293 3,926,497 278,242 1,302,786 -
1,563,087 231,250 2,466,954
1,128,738
278,242
13,039,243 20,247,031 3,097,123 3,873,934
36,375,585 89,424,895 47,401,727 100,344,520 3,097,123 46,613,755 3,873,934
51,712,545
125,800,480 147,746,247 49,710,878 55,586,479
The REBs are accounted for in the balance sheets of the Group and of the Company as follows:
Group and Company
2010 2009
RM RM
Nominal value - issued and fully paid
At 1 January 44,000,000 46,000,000
Issued and fully paid
Exchanged into Exchange Shares
(7,000,000)
(2,000,000)
At 31 December
37,000,000 44,000,000
Redemption premium
At 31 December
9,346,445 7,542,857
Total included within long term borrowings (Note 25)
46,346,445 51,542,857
28. Trade and other payables
Group
Company
2010 2009 2010 2009
RM RM RM RM
Current
Trade payables
Third parties 23,336,342 27,154,696 -
Other payables
Amounts due to related parties:
Due to a corporate shareholder of subsidiary companies
1,071,250 5,932,079 -
Due to a subsidiary company
-
-
-
2,466,954
Due to other related companies
12,840 95,047 -
Due to holding corporation
4,940,589 3,660,873 1,302,786 -
107
28. Trade and other payables (cont’d)
(a)
Trade payables
(b)
Amounts due to related companies
The amounts due to related parties are non-interest bearing and are repayable on demand. These amounts are
unsecured and are to be settled in cash.
Trade payables are non-interest bearing and the normal trade credit term granted to the Group ranges from 30 to 90
days.
29. Other current liability
Gross amount due to customers for contract work (Note 21)
108
Group
2010 RM 2009
RM
-
269,041
30. Share capital
Number of ordinary
shares of RM1 each
Amount
2010 2009 2010 2009
RM RM
Authorised
1 January/31 December
500,000,000 500,000,000 500,000,000 500,000,000
Issued and fully paid
1 January/31 December
205,978,000 205,978,000 205,978,000 205,978,000
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote
per share at general meetings of the Company. All ordinary shares rank equally with regard to the Company’s residual
assets
31. Other reserves
Fair value adjustment Note
reserve RM Group
At 1 January/31 December 2009
-
At 1 January 2010
-
Effects of adopting FRS 139
58,303,620 58,303,620 Other comprehensive income:
Available-for-sale financial assets:
Loss on fair value changes
(8,039,922)
Transfer to profit or loss upon disposal
7
(3,190,544)
(11,230,466)
Transactions with owners
Premium paid on acquisition of minority interest
16 -
At 31 December 2010
47,073,154 a) Fair value adjustment reserve
Premium paid on acquisition of minority interest RM Total
RM
-
-
-
-
58,303,620
-
58,303,620
-
-
-
(8,039,922)
(3,190,544)
(11,230,466)
(9,898,271)
(9,898,271)
(9,898,271)
37,174,883
Fair value adjustment reserve represents the cummulative fair value changes of available-for-sale financial assets
until they are disposed of or impaired.
32. Deferred tax
Deferred income tax as at 31 December relates to the following:
Group
As at 1 Recognised January in profit 2009 or loss RM RM Deferred tax liabilities:
315,924 (252,979)
As at 31 December 2009 RM Recognised in profit or loss RM As at 31
December
2010
RM
62,945 403,980 466,925
109
32. Deferred tax (cont’d.)
Group (cont’d.)
As at 1 January 2009 RM Recognised in profit or loss RM As at 31 December 2009 RM Recognised in profit or loss RM As at 31
December
2010
RM
Deferred tax assets: Provision and others
Retirement benefit obligation
Unutilised tax lossess
and unabsorbed capital allowances
-
-
(283,631)
(802,062)
(283,631)
(802,062)
(35,182)
6,724 (318,813)
(795,338)
-
(399,893)
(399,893)
(958,708)
(1,358,601)
-
(1,485,586)
(1,485,586)
(987,166)
(2,472,752)
315,924 (1,738,565)
(1,422,641)
(583,186)
(2,005,827)
-
-
-
-
-
-
(183,643)
(92,884)
(183,643)
(92,884)
-
-
-
(276,527)
(276,527)
Company
Deferred tax assets: Provision and others
Retirement benefit obligation
Presented after appropriate off setting as follows: Deferred tax assets
Deferred tax liabilities
110
RM RM
(2,472,752)
466,925 (1,485,586)
62,945 (276,527)
-
-
(2,005,827)
(1,422,641)
(276,527)
-
Deferred tax assets have not been recognised in respect of the following items:
Group 2010 2009 RM RM Unrecognised tax losses
20,707,571 25,842,121 Unabsorbed capital allowances
1,403,594 1,458,303 Provisions and others
627,076 172,160 22,738,241 27,472,584 Company 2010 2009
RM RM
-
-
-
9,324
-
-
9,324
32. Deferred tax (cont’d.)
Unrecognised tax losses
At the reporting date, the Group has tax losses of approximately RM20,708,000 (2009: RM25,842,000) that are available for
offset against future taxable profits of the companies in which the losses arose, for which no deferred tax asset is recognised
due to uncertainty of its recoverability. The availability of unused tax losses for offsetting against future taxable profits of
the respective subsidiaries in Malaysia are subject to no substantial changes in shareholdings of those subsidiaries under
the Income Tax Act, 1967 and guidelines issued by the tax authority.
33. Related party transactions
(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
2010 2009 2010 2009
RM RM RM RM
Holding corporation
- office rental and service charge
Subsidiaries
- interest income - management fee income
- gross dividend income
506,432 500,313 -
-
-
-
-
-
-
-
(19,467,216)
(12,028,056)
-
(2,418,452)
(745,920)
(5,920,326)
Compensation of key management personnel
The remuneration of directors and other members of key management during the year was as follows:
Group
Company
2010 2009 2010 2009
RM RM RM RM
Short term employee benefits
1,798,141 1,525,257 1,294,941 532,450
Post-employment benefits - Defined contribution plan
92,184 132,852 86,424 26,904
- Defined benefit plan
-
775 -
1,890,325 1,658,884 1,381,365 559,354
Included in the total key management personnel are:
Group
Company
2010 2009 2010 2009
RM RM RM RM
Directors’ remuneration
1,157,410 1,004,960 652,450 532,450
(b)
111
34. Fair value of financial instruments A. Fair value of financial instruments by classes that are not carried at fair value and whose carrying amounts
are not reasonable approximation of fair value Group
Company
Carrying Fair Carrying Fair
Note
amount value amount value
RM RM RM RM
2010
Financial liabilities:
Loans and borrowings (non-current)
- Term loans
- Rainbow Exchangeable Bonds
- Hire purchase liabilities 25
27
26
9,581,191 46,346,445 318,407 7,968,890 41,220,330 292,744 -
46,346,445 203,035 41,220,330
185,595
2009
Financial liabilities: Loans and borrowings (non-current)
- Term loans
- Rainbow Exchangeable Bonds
- Hire purchase liabilities 25
27
26
14,170,449 51,542,857 373,765 12,518,402 43,832,251 291,493 -
51,542,857 118,551 43,832,251
80,992
B.
Determination of fair value Financial instruments that are not carried at fair value and whose carrying amounts are reasonable approximation of
fair value
112
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
19
Trade and other payables
28
Loans and borrowings (current)
25
The carrying amounts of these financial assets and liabilities are reasonable approximations of fair values due to their
short term nature.
The carrying amounts of current loans and borrowings are reasonable approximations of fair values due to the
insignificant impact of discounting.
The fair values of current loans and borrowings are estimated by discounting expected future cash flows at market
incremental lending rate for similar types of lending, borrowing or leasing arrangements at the reporting date.
Amounts due from/to subsidiaries
The fair values of these financial instruments are estimated by charging expected future cash flows at market
incremental lending rate for similar types of lending or borrowing at the reporting date.
Quoted equity instruments
Fair value is determined directly by reference to their published market bid price at the reporting date.
34. Financial risk management objectives and policies
The Group and the Company are exposed to financial risks arising from their operations and the use of financial instruments.
The key financial risks include credit risk, liquidity risk, interest rate risk, and market price risk. The Board of Directors reviews and agrees policies and procedures for the management of these risks, which are executed
by the Chief Executive Officer, Senior Vice President Corporate Resources and Senior Vice President Property. The audit
committee provides independent oversight to the effectiveness of the risk management process. It is, and has been throughout the current and previous financial year, the Group’s policy that no derivatives shall be
undertaken except for the use as hedging instruments where appropriate and cost-efficient. The Group and the Company
do not apply hedge accounting.
The following sections provide details regarding the Group’s and Company’s exposure to the above-mentioned financial
risks and the objectives, policies and processes for the management of these risks.
(a) Credit risk
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on
its obligations. The Group’s credit risk is primarily attributable to trade receivables. The Group trades only with
recognised and creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit
terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing
basis and the Group’s exposure to bad debts is not significant. The Group does not offer credit terms without the
specific approval of the Senior Vice President Corporate Resources. Since the Group trades only with recognised and
creditworthy third parties, there is no requirement for collateral.
The credit risk of the Group’s other financial assets, which comprise cash and cash equivalents, marketable securities
and non-current investments, arises from default of the counterparty, with a maximum exposure equal to the carrying
amount of these financial assets.
Exposure to credit risk At the reporting date, the Group does not have any significant exposure to any individual customer or counterparty
nor does it have any major concentration of credit risk related to any financial assets other than amount due from
holding corporation of RM25,400,818 (2009: RM25,343,553).
Credit risk concentration profile The Group determines concentrations of credit risk by monitoring industry sector profile of its trade receivables on
an ongoing basis. The credit risk concentration profile of the Group’s at the reporting date are as follows:
Group
2010 2009
RM % of total
RM % of total
By industry sectors:
Construction
Trading Others 49,698,047 499,558 734,787 3,221,395 91.8%
0.9%
1.4%
5.9%
58,863,480 229,879 1,739,383 4,566,238 90.0%
0.4%
2.7%
7.0%
54,153,787 100.0%
65,398,980 100.0%
113
34. Financial risk management objectives and policies (cont’d.)
(a) Credit risk (cont’d.)
At the reporting date, approximately 27% (2009: 21%) of the Group’s trade and other receivables were due from
related parties while almost all of the Company’s receivables were balances with related parties.
Financial assets that are neither past due nor impaired
Information regarding trade receivables that are neither past due nor impaired is disclosed in Note 19. Deposits with
banks and other financial institutions and investment securities that are neither past due nor impaired are placed with
or entered into with reputable financial institutions or companies with high credit ratings and no history of default. Financial assets that are either past due or impaired Information regarding financial assets that are either past due or impaired is disclosed in Note 19.
(b) Liquidity risk
Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligations due to
shortage of funds. The Group manages its debt maturity profile, operating cash flows and the availability of funding so
as to ensure that refinancing, repayment and funding needs are met. As part of its overall liquidity management, the
Group maintains sufficient levels of cash or cash convertible investments to meet its working capital requirements. In
addition, the Group strives to maintain available banking facilities at a reasonable level to its overall debt position. As
far as possible, the Group raises committed funding from both capital markets and financial institutions and balances
its portfolio with some short term funding so as to achieve overall cost effectiveness.
At the reporting date, approximately 37% (2009: 34%) of the Group’s loans and borrowings (Note 25) will mature
in less than one year based on the carrying amount reflected in the financial statements. 0.1% (2009: 0.1%) of the
Company’s loans and borrowings will mature in less than one year at the reporting date.
Analysis of financial instruments by remaining contractual maturities
The table below summarises the maturity profile of the Group’s and the Company’s liabilities at the reporting date
based on contractual undiscounted repayment obligations. 114
On demand or within one year RM Group
Trade and other payables 36,375,585 Loans and borrowings
33,178,852 Total undiscounted financial liabilities
69,554,437 2010
One to five years RM Over five years RM Total
RM
-
52,029,792 -
4,216,251 36,375,585
89,424,895
52,029,792 4,216,251 125,800,480
34. Financial risk management objectives and policies (cont’d.)
(b) Liquidity risk (cont’d.)
2010
On demand or within One to Over five one year five years years Total
RM RM RM RM
Company
Other payables 3,097,123 -
-
3,097,123
Loans and borrowings
64,275 46,473,528 75,952 46,613,755
Total undiscounted financial liabilities
3,161,398 46,473,528 75,952 49,710,878
(c) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s financial
instruments will fluctuate because of changes in market interest rates. The Group’s and the Company’s exposure to interest rate risk arises primarily from their loans and borrowings,
loans at floating rates given to related parties and investments in debt securities classified as available-for-sale. The
Company’s loans at floating rate given to subsidiaries form a natural hedge for its non-current floating rate bank
loan.
The Group manages its interest rate exposure by maintaining a mixed of fixed and floating rate borrowings to achieve
the overall cost effectiveness.
(d) Market price risk
Market price risk is the risk that the fair value or future cash flows of the Group’s financial instruments will fluctuate
because of changes in market prices (other than interest or exchange rates). The Group is exposed to equity price risk arising from its investment in quoted equity instruments. The quoted equity
instruments in Malaysia are listed on the Bursa Malaysia. These instruments are classified as held for trading or
available-for-sale financial assets. The Group does not have exposure to commodity price risk.
115
35. Capital management The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy
capital ratios in order to support its business and maximise shareholder value. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To
maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to
shareholders or issue new shares. No changes were made in the objectives, policies or processes during the years ended
31 December 2010 and 31 December 2009. The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group
includes within net debt, loans and borrowings, trade and other payables, less cash and bank balances. Capital includes
equity attributable to the owners of the parent less the fair value adjustment reserve.
Group
Company
Note
2010 2009 2010 2009
RM RM RM RM
Loans and borrowings 25 89,424,895 100,344,520 46,613,755 51,712,545
Trade and other payables 28 36,375,585 47,401,727 3,097,123 3,873,934
Less:
- Cash and bank balances
23 (22,538,481) (19,109,073)
(5,953,496)
4,563,132)
Net debt
103,261,999 128,637,174 43,757,382 51,023,347
Equity attributable to the
owners of the parent
Less: Fair value adjustment reserve
31 384,198,120 (47,073,154)
345,979,471 -
240,889,688 -
226,952,666
-
Total capital
337,124,966 345,979,471 240,889,688 226,952,666
Capital and net debt
440,386,965 474,616,645 284,647,070 277,976,013
Gearing ratio
23%
27%
15%
18%
116
36. Retained earnings/accumulated losses
Prior to the year of assessment 2008, Malaysian companies adopted the full imputation system. In accordance with
the Finance Act 2007 which was gazetted on 28 December 2007, companies shall not be entitled to deduct tax on
dividends paid, credited or distributed to its shareholders, and such dividends will be exempted from tax in the hands of
the shareholders (“single tier system”). However, there is a transitional period of six years, expiring on 31 December 2013,
to allow companies to pay franked dividends to their shareholders under limited circumstances. Companies also have an
irrevocable option to disregard the 108 balance and opt to pay dividends under the single tier system. The change in the
tax legislation also provides for the 108 balance to be locked-in as at 31 December 2007 in accordance with Section 39 of
the Finance Act 2007.
36. Retained earnings/accumulated losses (cont’d)
The Company did not elect for the irrevocable option to disregard the 108 balance. Accordingly, during the transitional
period, the Company may utilise the credit in the 108 balance as at 31 December 2010 and 2009 to distribute cash dividend
payments to ordinary shareholdings as defined under the Finance Act 2007. As at 31 December 2010, the Company has
sufficient credit in the 108 balance to pay franked dividends amounting to RM5,731,985 out of its current year profit. The
Company may distribute such dividends under the single tier system.
37. Segment information
For management purposes, the Group is organised into business units based on their products and services, and has five
reportable operating segments as follows:
I.
II.
III.
IV.
V.
Investment holding - provision of management services;
Property development - the development of residential and commercial properties;
Trading - in building materials;
Construction - construction of residential and commercial properties.
Others - manufacturing and sales of bricks and value engineering and consultancy services.
Except as indicated above, no operating segments have been aggregated to form the above reportable operating
segments.
Management monitors the operating results of its business units 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 financing (including finance costs) and income taxes are managed on a group
basis and are not allocated to operating segments.
Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions with third
parties. 117
37. Segment information
Investment Property Holding Development Others Total RM RM Trading Construction RM RM RM RM Elimination Note Consolidated
-
70,862,264 1,598,394 8,864,132 3,818,562 85,143,352 -
85,143,352
655,522 46,715,598 (46,715,598)
A
-
4,474,084 131,858,950 (46,715,598)
85,143,352
-
1,421,405
RM RM
31 December 2010 Revenue - Sales to external
customers - Inter-segment
sales 12,028,056 26,296,735 558,718 7,176,567 Total revenue 12,028,056 97,158,999 2,157,112 16,040,699 45,911 750,976 20,536 21,781 582,201 1,421,405 -
(67,849)
-
-
-
(67,849)
478,917 (3,789,697)
525,420 1,861,336 327,888 (596,136)
3,371,869 B
2,775,733
16,498,221 5,431,945 1,597,511 (1,618,165)
(1,208,280)
20,701,232 (13,874,483)
C
6,826,749
-
1,200,000 -
-
-
1,200,000 2,000,077 3,200,077
183,000 11,847,884 -
11,050 27,635 12,069,569 -
12,069,569
294,570,476 526,175,818 6,816,589 4,782,748 21,816,080 854,161,711 (336,717,411)
E 517,444,300
Segment liabilities 53,680,789 298,521,047 3,020,050 10,736,625 19,415,628 385,374,139 (252,127,959)
F 133,246,180
Results
Depreciation and
amortisation Share of result of
associates - (67,849)
Other non-cash
expenses Profit/(loss)
before tax Assets Investment in
associates Addition to
non-current
asset D
Segment
assets PASDEC Annual Report 2010
118
37. Segment information (cont’d)
Investment Property Holding Development RM RM Trading Construction RM RM Others Total RM RM Elimination Note Consolidated
RM RM
31 December 2009 Revenue - Sales to external
customers -
89,783,564 3,014,405 1,224,000 6,666,246 -
1,358,821 8,416,361 6,666,246 89,783,564 4,373,226 9,640,361 9,158,693 103,180,662 - 103,180,662
- Inter-segment
sales 448,766 16,890,194 (16,890,194)
A
-
(16,890,194)
103,180,662
Total revenue 9,607,459 120,070,856 Results Depreciation and
amortisation 657,508 71,210 21,230 615,102 1,397,078 - 1,397,078
-
(109,962)
-
-
-
(109,962)
- (109,962)
2,470,315 8,617,084 853,151 2,873,180 20,333 14,834,063 (9,099,651)
B
5,734,412
346,974 (2,654,733)
(976,522)
(5,058,321)
(2,413,946)
(10,756,548)
2,391,839 C
(8,364,709)
associates Other non-cash
32,028 Share of result of
expenses Profit/(loss)
before tax Assets Investment in
associates -
1,200,000 -
-
-
1,200,000 2,067,926 -
166,663 2,499 8,443 134,730 312,335 -
283,426,705 500,337,237 5,704,903 5,847,015 23,061,305 818,377,165 (315,643,117)
3,267,926
Addition to
non-current asset D
312,335
Segment
assets E 502,734,048
Liabilities Segment liabilities 56,474,040 325,793,126 3,369,171 10,182,727 19,194,266 415,013,330 (262,546,966)
F 152,466,364
119
37. Segment information (cont’d.)
A
Inter-segment revenues are eliminated on consolidation. B
Other material non-cash expenses consist of the following items as presented in the respective notes to the financial
statements:
Note
2010 2009
RM RM
Impairment of financial assets
7
1,848,692 2,120,747
Reversal of impairment losses
7
(143,033)
(177,858)
Reversal of provision for reclamation costs
7
-
(557,076)
Impairment of property development cost
7
241,244 3,538,636
Provisions for impairment of inventories
7
191,912 Increase in liability for defined benefit plan
8
636,918 809,963
2,775,733 5,734,412
C
The following items are added to/(deducted from) segment profit to arrive at “Profit before tax from continuing
operations” presented in the consolidated statement of comprehensive income: Share of results of associates
Profit from inter-segment sales
Finance income
Finance costs
Unallocated corporate expenses
2010 RM 2009
RM
(67,849)
(23,577,897)
(23,862,790)
23,862,790 9,771,263 (109,962)
(8,108,874)
(3,045,501)
3,045,501
10,610,675
(13,874,483)
2,391,839
120
D
Additions to non-current assets consist of:
Land held for property development
2010 RM 2009
RM
361,473 11,708,096 303,711
8,624
12,069,569 312,335
37. Segment information (cont’d.)
E
The following items are added to/(deducted from) segment assets to arrive at total assets reported in the consolidated
statement of financial position:
2010 2009
RM RM
Investment in associates
2,000,077 2,067,926
Investment in subsidiaries
(87,695,002)
(70,076,186)
Inter-segment assets (251,022,486) (247,634,857)
(336,717,411) (315,643,117
The following item is deducted from segment liabilities to arrive at total liabilities reported in the consolidated
statement of financial position:
Inter-segment liabilities
2010 RM 2009
RM
(252,127,959)
(262,546,966)
Geographical information No segment reporting by geographical area is prepared as the Group’s activities are carried out in Malaysia.
38. Significant events
(a) During the year, RM7 million nominal amount of Rainbow Exchangeable Bonds (“REBs”) under Series 2 were
redeemed. To date, the entire RM15 million nominal amount of REBs under Series 1 and RM98 million from RM135
million nominal amount of REBs under Series 2 have been redeemed.
(b) On 31 December 2010, the Company acquired 9,800,000 ordinary shares of RM1.00 each representing 49%
equity interest in Kimdec Corporation Sdn. Bhd. (“Kimdec”) from the minority shareholder of Kimdec for a total
consideration of RM17,618,814. As a result of this acquisition, Kimdec has become a wholly-owned subsidiary of the
Company. PASDEC Annual Report 2010
F
121
39
Events occurring after the reporting date
(a) On 1 April 2011, a wholly owned subsidiary, Mutiara Pasdec Sdn. Bhd. has entered into a Sale and Purchase of Share
Agreement to acquire 100% equity interest representing 10,000,000 ordinary shares of RM1.00 each in Pahang OffShore Sdn. Bhd. for a total consideration of RM8,855,000.
(b) On 11 April 2011, a wholly owned subsidiary, Pasdec Bina Sdn. Bhd. has entered into a Sale and Purchase of
Share Agreement to dispose its entire equity interest in Kuantan Bricks Sdn. Bhd. for a total consideration of
RM2,200,000.
40. Dividends
At the forthcoming Annual General Meeting, a final tax exempt (single-tier) dividend in respect of the financial year ended
31 December 2010, of 2% on 205,978,000 ordinary shares, amounting to a dividend payable of RM4,119,560 (2 sen per
ordinary share) will be proposed for shareholders’ approval. The financial statements for the current financial year do
not reflect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an
appropriation of retained earnings in the financial year ending 31 December 2011.
41. Comparatives
Certain comparative amount as at 31 December 2009 have been reclassified and restated to conform with current year’s
presentation.
42. 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 2010 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
2010 2010
RM RM
122
Total retained profits/(accumulated losses)
of the Company and its subsidiaries
- Realised - Unrealised
59,110,323 2,814,069 (10,880,589)
276,527
61,924,392 (10,604,062)
Total share of retained profits from associates
- Realised - Unrealised
1,954,329 -
-
63,878,721 (10,604,062)
34,158,519 -
98,037,240 (10,604,062)
Less: Consolidation adjustments
Retained profits/(accumulated losses)
as per financial statements
PROXY FORM
CDS Account No.
No. of shares held
I/We
(Full name in block, NRIC No./Company No. and telephone number)
of
being a member/members of PASDEC HOLDINGS BERHAD hereby appoint
Full Name (in Block)
NRIC/Passport No.
Proportion of Shareholdings
No. of Shares
%
Address
and/or (delete as appropriate)
Full Name (in Block)
NRIC/Passport No.
Proportion of Shareholdings
No. of Shares
%
Address
or failing him/her the Chairman of the meeting as my/our proxy to vote for me/us and on my/our behalf at the Fifteenth (15th)
Annual General Meeting of the Company to be held at Meranti 1, Hyatt Regency Kuantan Resort, Telok Chempedak,
25050 Kuantan, Pahang Darul Makmur on Tuesday, 21 June 2011 at 10:30 a.m. or any adjournment thereof, and to vote
as indicated below:
ORDINARY RESOLUTION
FOR
AGAINST
1. To receive the audited financial statements and reports for the year ended
31 December 2010
2. Payment of final dividend
3. Re-election of Dato’ Haji Lias bin Mohd Noor (Article 83)
4. Re-election of Dato’ Haji Mohamad Nor bin Ali (Article 83)
5. Re-appointment of Dato’ Mohamed Amin bin Haji Daud (Section 129)
6. Payment of Directors’ Fees
7. Re-appointment of Messrs. Hanafiah Raslan & Mohamad as Auditors
(Please indicate with an “X” in the appropriate spaces provided above as to how you wish your vote to be cast. If you do not
do so, the proxy will vote or abstain from voting at his discretion.)
Signed this
day of , 2011
Signature of Member/Common Seal
Notes:1.
A member entitled to attend and vote at the meeting may appoint not more than two proxies to attend and vote in his stead, but such
appointment shall be invalid unless he specifies the proportions of his holdings for each proxy. A proxy may, but need not be a member
of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.
2.
A member of the Company who is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991 may
appoint at least one proxy but not more than two proxies in respect of each securities account.
3.
The instrument appointing a proxy must be signed by the appointer or his attorney duly authorised in writing or if the appointer is a
corporation either under common seal or under the hand of an attorney or an officer duly authorised.
4.
The instrument appointing a proxy must be deposited at the Registered Office of the Company at 14th Floor, Menara Teruntum, Jalan
Mahkota, 25000 Kuantan, Pahang Darul Makmur, not less than forty-eight (48) hours before the time appointed for holding the meeting
or any adjournment thereof.
Fold this flap for sealing
Then fold here
STAMP
The Company Secretary
Pahang Darul Makmur
1st fold here
CORPORATE DIRECTORY
VISION
To be a progressive and
excellent organization
PASDEC HOLDINGS BERHAD (367122-D)
Tingkat 14, Menara Teruntum, Jalan Mahkota, 25000 Kuantan,
Telephone: 09-5133888 Facsimile: 09-5145988
Website : www.pasdec.com.my
PASDEC CORPORATION SDN. BHD.
(55031-P)
Jalan Mahkota,
Telephone
: 09-5133888
Facsimile
: 09-5145988
MISSION
PASDEC LAND SDN. BHD.
(210031-A)
Darul Makmur.
Telephone
: 09-5179001
Facsimile
: 09-5179002
To be an esteemed organisation in property
development and to invest in other business
which could contribute the best return to the
investors, customers and employees
through an efficient and responsible
management
PASDEC PUTRA SDN. BHD.
(13735-M)
Bandar Putra, Kuantan II,
Lot 28735, Tanjung Lumpur,
Telephone
: 09-5513288
Facsimile
: 019-9953385
KUANTAN TEMBELING RESORT SDN.
BHD. (226274-V)
Jalan Mahkota,
Telephone
: 09-5133888
Facsimile
: 09-5145988
PASDEC BINA SDN. BHD.
(9248-H)
Darul Makmur.
Telephone
: 09-5121036
Facsimile
: 09-5121037
PASDEC TRADING SDN. BHD.
(777804-K)
Lot 106, Tingkat 1, Block B, Medan
Warisan, Lorong Sri Teruntum 1,
Tanah Putih, 25100 Kuantan,
Telephone
: 09-5136137/5135773
Facsimile
: 09-5144851
PAHANG OFF-SHORE SDN. BHD.
(102524-D)
Jalan Mahkota,
25000 Kuantan,
Telephone
: 09-5133888
Facsimile
: 09-5145988
KIMDEC CORPORATION SDN. BHD.
(342895-U)
Jalan Mahkota,
25000 Kuantan,
Telephone
: 09-5133888
Facsimile
: 09-5145988
PASDEC MEGA SDN. BHD.
(368024-K)
Jalan Mahkota,
Telephone
: 09-5133888
Facsimile
: 09-5145988
MUTIARA PASDEC SDN. BHD.
(411529-T)
Telephone
: 09-5133888
Facsimile
: 09-5145988
PAHANG AIRCRAFT INDUSTRIES
SDN. BHD. (551633-W)
Tingkat 14, Menara Teruntum, Jalan
Mahkota, 25000 Kuantan, Pahang Darul
Makmur.
Telephone
: 09-5133888
Facsimile
: 09-5145988
SUMBANGAN SAKTI SDN. BHD.
(426838-T)
Telephone
: 09-5133888
Facsimile
: 09-5145988
PASDEC PINTAS SDN. BHD.
(358830-P)
Telephone
: 09-5133888
Facsimile
: 09-5145988
PASDEC ENGINEERING SDN. BHD.
(879347-V)
Telephone
: 09-5133888
Facsimile
: 09-5145988
BENTONG AQUARIUM & SANCTUARY PARK SDN. BHD. (709060-M)
Telephone
: 09-5133888
Facsimile
: 09-5145988
PASDEC CEMPAKA SDN. BHD.
(672766-A)
Lot 13-01A, Level 12 (East Wing)
Berjaya Times Square, No. 1,
Jalan Imbi, 55100 Kuala Lumpur
Telephone
: 03-21491999
Facsimile
: 03-21431685
GENTING VIEW RESORT DEVELOPMENT SDN. BHD. (76079-K)
KM10, 69000 Genting Highlands,
Telephone
: 03-61002255
Facsimile
: 03-61001236
PRIMA PRAI SDN. BHD.
(277791-V)
Suite 12-3, 12th Floor,
Wisma UOA-2, 21 Jalan Pinang,
50450 Kuala Lumpur.
Telephone
: 03-21644800
Facsimile
: 03-21649723
20
10
annual report
ANNUAL REPORT 2010
Pahang Darul Makmur
Telephone/Telefon : 09-5133888
Facsimile/Faksimili : 09-5145988
BUILDING THE FUTURE

Annual Report 2010

Transcription

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