Annual Report 2009
Annual Report 2009
Annual Report 2009
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www.spsetia.com.my
Setia Corporate Tower
5A, Jalan Setia Nusantara U13/17,
Seksyen U13 Setia Alam,
40170 Shah Alam,
Selangor Darul Ehsan,
Malaysia.
ANNUAL REPORT 2009
INNOVATIVE CONCEPTS...
VALUE CREATION
THE COVER
INNOVATIVE CONCEPTS...
VALUE CREATION
The Setia Eco Gardens sales gallery beckons one to take a second look. Its 6m x 80m
green feature wall not only affirms S P Setias commitment to eco-friendly developments but
the Groups vision in creating innovation-driven products. Our masterpieces of landscaped
townships, luxurious residences and commercial centres come to life from a visualisation in
design to a composition illustrating innovative concepts that lead to value creation. These have
brought local and international recognition to our developments as proven by Setia Eco Gardens
various awards, the latest being the FIABCI Prix dExcellence Awards 2009 for Worlds Best
Master Plan Development. This is the second FIABCI Prix dExcellence Award for S P Setia.
The town park of Eco Greens in Setia Eco Gardens
Corporate Prole 02
Group Financial Summary 04
Hallmarks of Excellence 06
Chairmans Statement 10
Presidents Report 16
Review of Operations 22
Corporate Responsibility 30
Corporate Calendar 34
Corporate Information 42
Corporate Structure 44
Board of Directors 46
Prole of Board of Directors 47
Corporate Governance Statement 55
Audit Committee Report 63
Internal Control Statement 66
Financial Statements 67
Analysis of Shareholdings 153
List of Material Properties Held by the Group 158
Notice of Annual General Meeting 159
Proxy Form
TABLE OF
CONTENTS
02
Incorporated in 1974, S P Setia started out as a construction
company and was listed on Bursa Malaysia in 1993. In 1996
it refocused its core business to property development with
supporting businesses in construction, infrastructure and
wood-based manufacturing to deliver product and service
quality of the highest standards to its customers.
Based on the Groups vision To Be the Best in All We Do,
S P Setias commitment to excellence has won the Group
recognition as Malaysias top property developer since 2003
in The Edge Top Property Developers Awards.
Other achievements in property development include
numerous landscape awards at state and national levels
over the years as well as recognition from the International
Real Estate Federation (FIABCI) body. The Group has won
three awards from FIABCI Malaysian Chapter and two FIABCI
Prix dExcellence Awards at the international level.
In 2006, Setia Eco Park, Shah Alam won the Best Master
Plan Category while Duta Nusantara, Kuala Lumpur won
for Best Low-Rise Residential Development Category at the
FIABCI Malaysia Property Awards. Setia Eco Park went on to
win the coveted FIABCI Prix dExcellence Award 2007 held
in Barcelona, Spain.
In 2008, the Group was again recognised for its master
planning when Setia Eco Gardens won the FIABCI Malaysia
Property Awards 2008 in the Master Plan Category. The
development went on to win the FIABCI Prix dExcellence
Award 2009.
Apart from the Groups property development awards, it has
also made it to the Hewitt Best Employers list thrice. The
rst was in 2003 where S P Setia was named one of the
top 10 Best Employers in Malaysia followed by 2005 where
the Group emerged as one of the top three employers the
only Malaysian company amongst the three with the other
two being multinationals and again in 2009.
Today, the Group is well-established in all the three key
economic centres of Malaysia, namely Klang Valley, Johor
Bahru and Penang. Currently, it has 10 active projects under
development with another 10 new projects lined up for
launching in the near future.
S P Setia enjoys a strong presence in the Klang Valley
through its flagship projects, the 2,525-acre Setia Alam
and 791-acre Setia Eco Park located in Shah Alam. In
Kuala Lumpur, S P Setia has three high-end projects which
are Duta Nusantara and Duta Tropika in Sri Hartamas and
Setiahills in Ampang.
In Johor Bahru, it has made its mark through signature
developments such as Bukit Indah Johor and Setia Eco
Gardens in the Nusajaya Corridor, Setia Indah Johor in Tebrau
and Setia Tropika in Kempas. The Group has also made in-
roads into Penang with Setia Pearl Island located at Bayan
Lepas and Setia Vista in Relau.
Leveraging on the strong demand for commercial and
investment grade properties, S P Setia has also expanded
into the commercial sector with projects such as SetiaWalk
Puchong and the upcoming Kuala Lumpur Eco City, Bangsar.
In July 2009, it launched its first luxurious high-end
condominium called Setia Sky Residences in Kuala Lumpur
City Centre.
In mid-2007, S P Setia made its rst foray into Vietnam when
it joined forces with Vietnams top state-owned conglomerate,
Becamex IDC Corp to develop its maiden project called
EcoLakes at MyPhuoc Industrial Park, 42 km north of Ho
Chi Minh City. Following this, it expanded its project pipeline
in Vietnam with two more developments called EcoXanh at
Saigon Hi-Tech Park in District 9 of Ho Chi Minh City and a
mixed use project in Lai Thieu Town, Tuan An District, Binh
Doung Province. In October 2009, the Group also spread
its wings to China through a joint-venture to carry out a
mixed real estate project in the growth corridor of XiaoShan,
Hangzhou in the province of Zhejiang.
In tandem with its expansion exercise, S P Setia is set
to make its presence felt in East Malaysia through the
development of a new transportation hub in Kota Kinabalu,
Sabah called Aeropod @ Tanjung Aru.
S P Setia Berhad is recognised as Malaysias leading listed real estate player with
a proven track record of innovation-driven and standard-setting developments
spanning the full spectrum of the property market from master-planned townships
to thriving commercial hubs.
CORPORATE PROFILE
03
S P SETIA BERHAD GROUP
Annual Report 2009
SetiaWalk Puchong Sales Galleria
04
GROUP FINANCIAL SUMMARY
Year Ended 31 October 2009 2008 2007 2006 2005
(RM000)
Revenue 1,408,415 1,471,357
@
1,305,215
@
1,358,379
@
1,370,216
@
Prot Before Tax 231,112 297,867
@
336,573
@
331,288
@#
* 289,037
@
*
Prot Attributable to Shareholders 171,233 213,456 260,070 238,234
#
203,384
Paid-Up Capital 762,604 762,524 504,454 498,513 490,734
Shareholders Equity 2,037,221 1,975,342 1,840,883 1,702,410 1,574,340
Total Assets Employed 3,952,251 3,560,884
@
3,133,353
@
2,808,737
@
2,595,109
@
Total Net Tangible Assets 2,036,351 1,974,462 1,839,993 1,701,511* 1,573,431*
Earnings Per Share (sen) 16.8 21.0 25.8
^
24.0
^
21.6
^
Gross Dividend Per Share (sen) 14 17 25 30 25
Net Tangible Assets Per Share (RM) 2.00 1.94 2.74 2.56 2.41
Share Price - High (RM) 4.62 5.60 9.45 4.02 4.58
Low (RM) 2.39 2.65 3.92 3.06 3.64
GROUP FIVE-YEAR SUMMARY
Quarter Ended 31 October 31 July 30 April 31 January
(RM000) 2009 2009 2009 2009
Revenue 393,615 365,575
@
352,151
@
297,074
@
Prot Before Tax 69,673 58,941
@
55,684
@
46,814
@
Prot Attributable to Shareholders 56,859 42,681 40,518 31,175
Paid-Up Capital 762,604 762,604 762,604 762,604
Shareholders Equity 2,037,221 2,016,410 1,969,783 2,006,001
Total Assets Employed 3,952,251 3,719,938
@
3,601,192
@
3,572,740
@
Total Net Tangible Assets 2,036,351 2,015,537 1,968,908 2,005,124
Earnings Per Share (sen) 5.6 4.2 4.0 3.0
Gross Dividend Per Share (sen) 9 5
Net Tangible Assets Per Share (RM) 2.00 1.98 1.94 1.97
GROUP QUARTERLY SUMMARY
@ The comparative gures have been restated due to certain associated companies which were accounted for in the consolidated nancial statements by the
equity method of accounting have been reclassied as jointly controlled entities using the proportionate consolidation method of accounting in the nancial year
ended 31 October 2009.
^ The comparative gures for earnings per share have been adjusted to take into account the issuance of bonus shares in the nancial year ended 31 October
2008.
# In compliance with Financial Reporting Standard 2 - Share-based Payment, prot before tax and prot attributable to shareholders have been restated to reect
the effect of adopting FRS 2.
* In compliance with new/revised Financial Reporting Standards adopted in FY 2007, the comparative gures have been restated.
05
S P SETIA BERHAD GROUP
Annual Report 2009
1,500,000
1,200,000
900,000
600,000
300,000
0
1,408,415
2009 2008 2007 2006 2005 2009 2008 2007 2006 2005
2009
31 October 2009 31 July 2009 30 April 2009 31 January 2009 31 October 2009 31 July 2009 30 April 2009 31 January 2009
31 October 2009 31 July 2009 30 April 2009 31 January 2009 31 October 2009 31 July 2009 30 April 2009 31 January 2009
2008 2007 2006 2005 2009 2008 2007 2006 2005
1,471,357
1,305,215
1,358,379
1,370,216
2,000,000
1,600,000
1,200,000
800,000
400,000
0
2,037,221
1,975,342
1,840,883
1,702,410
1,574,340
300,000
240,000
180,000
120,000
60,000
0
171,233
213,456
260,070
238,234
203,384
350,000
300,000
250,000
200,000
150,000
50,000
100,000
0
231,112
297,867
336,573
331,288
289,037
Revenue (RM000)
GROUP QUARTERLY FINANCIAL HIGHLIGHTS
Revenue (RM000)
Prot Attributable To Shareholders (RM000)
Profit Before Tax (RM000)
Shareholders Equity (RM000)
Profit Before Tax (RM000)
Prot Attributable To Shareholders (RM000) Shareholders Equity (RM000)
400,000
300,000
200,000
100,000
0
393,615
365,575
352,151
297,074
70,000
50,000
60,000
40,000
30,000
20,000
10,000
0
69,673
58,941
55,684
46,814
60,000
50,000
40,000
30,000
20,000
10,000
0
56,859
42,681
40,518
31,175
2,500,000
2,000,000
1,500,000
1,000,000
500,000
0
2,037,221
2,016,410 1,969,783
2,006,001
GROUP FIVE-YEAR FINANCIAL HIGHLIGHTS
06
HALLMARKS OF EXCELLENCE
Ranked No. 1 in The Edge
Malaysia Top Property
Developers Awards 2008
Best Developer at Cityscape
Asia Real Estate Awards 2008
for Ofce/Commercial Project
(Built Category) - Setia Eco
Gardens Sales Gallery
International Gold Star Award
for Quality from World Quality
Commitment, Paris 2008
Best Master Plan
Development for Setia Eco
Gardens in FIABCI Malaysia
Property Awards 2008
Top 10 Best-Managed
Companies in Malaysia
in FinanceAsias Asia Best
Companies 2008
2009
2008
Top 3 Since 2003 and Ranked No. 1 for
four consecutive years from 2005 to
2008 in The Edge Malaysia Top Property
Developers Awards.
Worlds Best Master Plan Development for
Setia Eco Gardens in FIABCI International Prix
dExcellence Awards 2009
Best Employer Award in a Survey by Hewitt
Associates and The Edge
07
S P SETIA BERHAD GROUP
Annual Report 2009
Forbes Asias Best Under
US$1 Billion Award for 2006
Top Ten for Corporate
Governance Survey Report
2006 by MSWG
2006 Johor State Landscape
Award (Neighbourhood Park
Category) for Setia Tropika Johor
2006 Johor State Landscape
Award (Private Ofce Building
Category) for Setia Tropika Johor
LAMAN Lifestyle Gold Award
at The Malaysia International
Landscape & Garden Festival
2006
Ranked No. 1 in The Edge
Malaysia Top Property
Developers Awards 2006
Ranked No.1 in The Edge
Malaysia Top Property
Developers Awards 2007
Worlds Best Master Plan
Development for Setia Eco
Park in FIABCI International Prix
dExcellence Awards 2007
Malaysia Best Property
Developer in Euromoney Real
Estate Awards 2007
Tan Sri Liew Kee Sin voted
Property Man of the Year
in FIABCI Malaysia Property
Awards 2007
Top Ten Best-Managed
Companies in Malaysia
in FinanceAsias Asia Best
Companies 2007
Top Ten Best Corporate
Governance in Malaysia
in FinanceAsias Asia Best
Companies 2007
Top Ten Best Investor
Relations in Malaysia in
FinanceAsias Asia Best
Companies 2007
Best Master Plan
Development for Setia Eco
Park in FIABCI Malaysia
Property Awards 2006
Best Low-Rise Residential
Development for Duta
Nusantara in FIABCI Malaysia
Property Awards 2006
Malaysia Best Property
Developer in Euromoney
Real Estate Awards 2006
2007
2006
VIETNAM
CHINA
MALAYSIA
OBJECTIVES
LINE OF SIGHT
TARGET
ITS ABOUT ENVISIONING
GOALS AND STRATEGIES
DIRECTION
FOCUS
10 10
CHAIRMANS STATEMENT
Things picked up significantly after the launch of the
Groups 5/95 marketing campaign. The overwhelming
success of this innovative programme enabled the
Group to set a new benchmark, achieving its highest
ever sales of RM1.65 billion in FY2009.
However, profit after tax for the year at RM171 million
was lower than FY2008 largely due to the flow
through effects of the runaway inflation prevailing
through much of last year which caused an industry
wide compression of development margins.
The Groups long-standing dividend policy is to pay
out a minimum of 50% of its profit after tax to
shareholders. I am pleased to announce that for the
financial year ended 31 October 2009, the Board
has recommended a final dividend of 9 sen per
share. Together with the interim dividend of 5 sen
per share, total dividend for the year works out to
be 14 sen per share. This represents a payout of
approximately 62% of the Groups net profit, thus
exceeding the target set.
HIGHLIGHTS OF THE YEAR
Despite the ongoing turmoil in global financial
markets, the Group made the decision to forge
ahead with new launches on its existing projects
and also proceed with its plans to become a fully
integrated property developer with regional reach.
On the home front, the Group launched its maiden
luxury condominium project, Setia Sky Residences
in Kuala Lumpur. It also launched the Solace Tower
of serviced apartments at SetiaWalk in Pusat
Bandar Puchong, its first integrated commercial
mix development, to complement the retail offices
introduced in 2008.
The Groups commitment to ongoing value creation
for its customers also continued unabated. At its
flagship Setia Alam development in Shah Alam, the
partnership with Lend Lease Asian Retail Investment
Fund 2 (ARIF) to build an exciting new 700,000 sq ft
shopping mall is being realised with a RM315 million
syndicated banking facility having been secured.
Down south in Johor Bahru, the Tesco Hypermarket
in Bukit Indah is near completion and is slated to
open for business early 2010. Meanwhile, Setia
Tropikas central business district is thriving with
the introduction of Setia City Connects, a wired hub
offering a medley of banking, food and leisure spots
to increase the vibrancy of commercial activities
within the township.
Up north in Penang, the Group increased its landbank
by buying two plots of land one in Sungai Ara and
the other in the Jesselton area. The former will be
a mixed residential development while the latter is
earmarked for a low-density enclave of high-end
bungalows.
I am pleased to report that the Groups first venture
overseas into Vietnam, through a joint-venture with
the states top conglomerate Becamex IDC, is doing
well. This created the opportunity for the Group to
further expand its business in Vietnam through the
acquisition of a 27-acre piece of land from Becamex
IDC for a mixed-use project in Lai Thieu Town, Tuan
An District, Binh Doung Province.
Having built confidence in our first cross-border
investment, the Group decided to take another bold
step in its expansion plan overseas. In October, the
Group formally entered into a joint-venture contract
with Hangzhou Ju Shen Construction Engineering
Limited following the Co-operation Agreement
announced on 4 June 2009 to carry out a mixed real
estate project in the growth corridor of XiaoShan,
Hangzhou in the province of Zhejiang, China.
As neighbouring countries with close links, Malaysia
and Singapore have always enjoyed a good flow of
people and investments. The Groups Johor Bahru
projects are also seeing increasing interest from
purchasers in Singapore. In March 2009, the Group
opened a Marketing Office in one of Singapores
premier business addresses at Harbourfront Place.
This is to enable the Group to better serve such
customers and to also introduce them to the many
other projects developed by the Group within
Malaysia and beyond which may be of interest
to them.
DEAR VALUED SHAREHOLDERS
The year under review started on a cautious note amidst reports of a global
nancial meltdown. The advent of the crisis in September 2008 affected consumer
condence which resulted in low sales for the Group in the rst quarter of the
nancial year.
11
S P SETIA BERHAD GROUP
Annual Report 2009
SetiaWalk Puchong show unit
12 12 CHAIRMANS STATEMENT
EcoLakes Show Village, MyPhuoc, Vietnam
13
S P SETIA BERHAD GROUP
Annual Report 2009
AWARDS AND ACHIEVEMENTS
I am also delighted to note that we have once again
been honoured by the International Real Estate
Federation body. This year the coveted FIABCI Prix
dExcellence Awards 2009 for Best Master Plan
Development was won by Setia Eco Gardens, Johor
Bahru. FIABCI annually awards the prestigious Prix
dExcellence Award to global real estate projects
deemed outstanding in design and construction who
meet the stringent FIABCI ideal of providing society
with the optimal solution to its property needs.
Considered the most prestigious of global real estate
accolades, the international recognition follows suit
from Setia Eco Gardens win for Best Master Plan at
the FIABCI Malaysia Property Awards 2008 and the
Best Developer - Office/Commercial Project Award
(Built Category) in the inaugural Cityscape Asia Real
Estate Award 2008 for its sales gallery.
I would also like to congratulate the Management
Team for making this the seventh consecutive year
that the Group has been recognised as one of
Malaysias top three property developers by The Edge,
Malaysias leading business and investment weekly.
Given that our people are the reason for our success,
it is heartening to note that the Group has been
voted one of Malaysias top ten employers for the
third time by Hewitt Associates in the Hewitt Best
Employers Award 2009.
COMMITMENT TO
STAKEHOLDERS & COMMUNITY
As the Group expands its reach locally and globally,
we remain committed to our mission of providing
not only quality homes but also exceptional customer
service and inculcating a culture of excellence to
enhance shareholders value.
Our corporate responsibility charter of Building
Sustainable Communities For All continues to
guide us as we seek to constantly add value to our
developments. Be it building a school or another
town park, we hope that the Groups efforts in
nurturing a strong, vibrant, caring and sharing
community in all its developments will bear fruitful
results in the years to come.
Under the S P Setia Foundation which we started
in 2000, we have raised more than RM43 million
mainly through our Charity Dinners held yearly and
continue to raise funds for the underprivileged with
a focus on education for children under our Setia
Adoption Programme (SAP). Since its launch, the
Foundation has spent approximately RM14.1 million
to carry out the programme with the knowledge that
we are making a significant difference in the lives
that we have touched.
In addition to the many activities undertaken to
nurture the pupils adopted under the SAP, the
Foundation also pledged a sum of RM600,000
annually to lower the burden of kidney patients
in low income families by subsidising part of their
treatment cost. For a start, the Foundation has
identified 28 non-profit haemodialysis centres in the
Klang Valley where it will subsidise treatment for
patients there at a cost of RM360,000 a year. The
balance of RM240,000 will be allocated for a similar
purpose in the states of Johor and Penang where
the Group has a presence.
MOVING FORWARD
The year under review also saw two new members
appointed to our Board. I wish to warmly welcome
Tan Sri Dato Dr. Wan Mohd Zahid Bin Mohd Noordin
and Dato Noor Farida Binti Mohd Ariffin as Non-
Independent Non-Executive Directors. I believe with
their vast experience, the contributions of these
outstanding individuals will greatly strengthen the
Boards effectiveness in directing the company as it
expands rapidly within Malaysia and internationally.
Although the world economy is on its road to
recovery, we expect the coming year to be filled
with new hurdles. Nonetheless, I am confident that
Team Setia is well prepared to ride the new wave
of challenges, relying on the strong foundations that
we have built over the years.
We may have started the year with a cautious
outlook, but the Groups ability to come up with
innovative strategies such as the 5/95 marketing
campaign and continued execution prowess have
brought about huge success. Here I wish to
congratulate the Management Team led by Tan Sri
Liew Kee Sin and to thank all our staff - our most
valuable asset - for their contributions and hard
work over the past year. I believe your unwavering
commitment in delivering value, quality products and
services to our customers will continue to take the
Group to even greater heights.
To our customers, shareholders and business
associates, thank you for your trust and confidence
in us over the years and we look forward to another
year of continued support.
TAN SRI ABDUL RASHID BIN ABDUL MANAF
Chairman
RESIDENTIAL
COMMERCIAL
HIGHWAYS
INDUSTRIAL
PARKS
ITS ABOUT GROWING
COMMUNITIES AND TOWNSHIPS
16
It has been an exhilarating year for us at S P Setia.
Although the property sector expected a slowdown
in activities due to the world economic landscape,
for S P Setia, 2009 has been tremendously exciting
and one of the busiest years for the Group.
For starters, Group sales hit RM1.65 billion in the year
under review. The amount sets a new benchmark
for the Group 50% higher than its FY2009 sales
target of RM1.1 billion and an 18% improvement
from its previous record-high registered in FY2008.
Our Malaysian projects accounted for RM1.58 billion
whilst EcoLakes, the Groups maiden project in
Vietnam, achieved a commendable RM71 million
from the launch of its first two phases beginning
February 2009.
The strength of the Groups sales is a testament to
the resilience of the property market, particularly
that of Malaysia and the inherent attractiveness and
desirability of the Groups products. These conditions,
supported by innovative marketing strategies such
as the 5/95 campaign pioneered by the Group, were
necessary factors to excel in challenging times.
The strong brand name of the Group built over
the years gave us confidence to carry on with
our product launches catering to a wide market.
While we continued launching new phases in our
current developments, we also decided to go ahead
with the launch of the much talked about Setia
Sky Residences S P Setias first luxury high-rise
condominium project in Kuala Lumpur City Centre.
With its location at the heart of the city, Setia Sky
Residences is a chic urban retreat that is the perfect
home for those who need the convenience or crave
the excitement of city living.
The launch of Setia Sky Residences marked the
introduction of yet another new product range to the
S P Setia stable. With this, we now have five brands
which are Setia, Duta, Eco, Sky Residences and our
Commercial Collection.
Following the successful launch of the retail offices
at SetiaWalk in 2008 which is sold out, we proceeded
to launch the residential component by introducing
the first tower of serviced apartments called Solace.
This is targeted at individuals and families who are
looking for a modern living environment that comes
with all the conveniences at their doorstep.
In Vietnam, our joint-venture project of EcoLakes at
MyPhuoc took off to a good start after the completion
of the show village. We are extremely proud that
EcoLakes boasts the first ever comprehensive show
village in Vietnam.
The strong take up rates of 80% - 90% achieved by
all three projects in these new markets have clearly
validated the Groups decision to forge ahead with
our expansion plans amid the financial turbulence.
Along with the solid performance from our core
landed residential base, we believe we are firmly
back on track to realising our ambitions of being a
full-fledged regional property developer.
VALUE CREATION
While we continue to spread our wings into new
markets, increasing the breadth and depth of our
product range, we are also aware of the need to
continuously add value to our current developments.
In our flagship development of Bandar Setia Alam,
Shah Alam where our projects of Setia Alam and
Setia Eco Park are located, we are excited at the
prospects of the new Setia City Mall opening by
the end of 2011. During the year under review, we
secured a RM315 million syndicated banking facility
for Greenhill Resources Sdn Bhd, the joint-venture
company between S P Setia Berhad and Lend Lease
Asian Retail Investment Fund 2 (ARIF) to kickstart
the Mall. This significant funding commitment in
times of financial turmoil demonstrates the strong
confidence of the banking sector in our ability to
deliver on this exciting new retail, entertainment and
leisure offer to our buyers.
PRESIDENTS REPORT
17
S P SETIA BERHAD GROUP
Annual Report 2009
We are continuously adding value
to our current developments
Street of Eco Villas at Setia Eco Park, Shah Alam
18 18 PRESIDENTS REPORT
Over the last four years, Setia Alam has experienced
exponential growth in terms of infrastructure and
amenities, beginning with the RM150 million NKVE-
Setia Alam Link built by S P Setia which has added
tremendous value not only to the township but the
overall Northern Klang / Meru corridor. The building
of a sizeable retail mall at the heart of the township
marks another milestone in the development of
Setia Alam and will see good capital appreciation
where properties are concern.
Designed by the internationally renowned Lend Lease
team, the mall will support S P Setias vision for
Setia Alam and Setia Eco Park. Apart from its world
class design, the new centre also aims to set the
benchmark in sustainable retail development, being
the first and only mall to be included under the
Green Building Indexs pilot accreditation scheme.
The new centre will not only draw customers from
the immediate neighbourhood but also targets to
cover a wider catchment area with a population of
approximately one million people. This, coupled with
the increasing growth of the Klang Valley, means the
new mall will potentially become one of Malaysias
leading and most dominant retail destinations.
Down south in Johor, our four developments of
Bukit Indah, Setia Indah, Setia Tropika and Setia
Eco Gardens continue to attract discerning buyers
who appreciate the Groups ongoing commitment to
continued value creation for its customers.
In the award-winning Setia Eco Gardens in Iskandar
Malaysia, Chinese primary school SJK (C) Pei
Chih was built following the earlier launch of the
18.5-acre town park called Eco Greens. These
establishments bring the project one step closer to
fully realising S P Setias development philosophy of
LiveLearnWorkPlay.
With the completion of the Pontian Link, the distance
to Setia Eco Gardens has also been shortened,
making it a five-minute drive from Bukit Indah which
has multiple leisure and entertainment offers and a
20-minute drive to the city centre and Singapore.
Meanwhile, Setia Tropikas central business district
(CBD) is turning into a thriving hub for businesses
like banks and dining establishments. The CBD
welcomed the first Maybank in Johor Bahru to
offer a lifestyle banking concept complete with
drive-through ATM. The banking outlet is also
connected to the first Starbucks Coffee outlet in
Malaysia with a drive-through service. Following
this, the largest KFC and Pizza Hut also opened for
business. These four outlets are part of Setia City
Connects, a precinct in Setia Tropikas CBD.
In our matured Bukit Indah development, the
presence of the AEON Shopping Centre with Jusco
as its anchor has managed to attract not only
locals but our neighbours from Singapore due to
its easy access and proximity to the second link.
The completion of a Tesco Hypermarket which is
targeted to open early 2010 should further enhance
the values of properties here.
EVOLVING FOR THE FUTURE
Our commi tment to conti nue our pursui t of
environmental design excellence, buoyed by our
award-winning eco developments of Setia Eco Park,
Shah Alam and Setia Eco Gardens, Johor has also
spurred us to form a strategic partnership with UTAR
to establish an academic Chair in Environmental
Engineering and Green Technology. A total of
RM1.25 million is to be allotted over the next five
years to fund research and development in the field
of environmental engineering and green technology
under UTARs Faculty of Science, Engineering
and Technology.
As the Group moves forward to become a fully
integrated property player, we aspire both to pioneer
and learn together with our stakeholders to realise
our common dream of living in a better, richer and
more sustainable world.
A new year brings on new challenges but also
exciting new possibilities. Innovative ideas executed
speedily and with excellence have enabled us
to continually create value for our shareholders.
As we move boldly to seize new opportunities, it is
my earnest wish that Team Setia will always hold
true to these core values and continue to delight
our customers wi th excel l ent products and
exceptional service.
TAN SRI DATO SRI LIEW KEE SIN
President and Chief Executive Officer
19
S P SETIA BERHAD GROUP
Annual Report 2009
Sky Pod at Setia Sky Residences, Kuala Lumpur
SHOPPING MALLS
ENTERTAINMENT
ITS ABOUT PROVIDING
COMFORT AND CONVENIENCES
HEALTH
PASSION
HOBBIES
22 22
Group sales hit a record high totalling
RM1.65 billion for FY 2009
REVIEW OF OPERATIONS
23
S P SETIA BERHAD GROUP
Annual Report 2009
A YEAR OF BREAKTHROUGHS
Property development continues to be the main
driver of earnings for the Group recording 86% of
the total turnover of RM1.408 billion in FY2009.
The remaining 14% was contributed by the Groups
construction and manufacturing arm.
KLANG VALLEY
In the Klang Valley, the Group is well recognised by
its flagship development of Setia Alam and Setia Eco
Park located in Shah Alam. Its other projects include
SetiaWalk in Pusat Bandar Puchong, Precincts
9 & 15 in Putrajaya and the latest luxury high-rise
of Setia Sky Residences. Projects in the planning
stage include Setia City in Shah Alam and KL Eco
City in Bangsar. In the year under review, a total of
1,435 units were sold amounting to RM906 million
in sales value.
Setia Alam, Shah Alam
The 2,525-acre township in Shah Alam continued to
record strong sales of RM282 million for the year
ended 31 October 2009 despite a 15% to 30%
increase in prices of newly launched products.
More than 4,000 homes have been handed over
and the growing township now has an estimated
population of over 20,000. To cater to this expanding
population, numerous amenities like the Tesco
Hypermarket and a bustling commercial sub-precinct
which boasts banks, convenience stores as well as
restaurants are already operational.
This year, Setia Alam welcomed a purposed built
Pizza Hut and drive-through KFC. A Starbucks Coffee
outlet with drive-through service is also slotted to
open soon.
Meanwhile, the sold out 274 units of high-end shop-
offices called Setia Avenue adjacent to Tesco have
been handed over and we expect new businesses to
kick off soon to complement the existing commercial
activities in Setia Alam.
Purchasers can also look forward to the opening of
Setia City Mall end 2011. The first mall in the country
to be built according to the Green Building Index
standards, it is proposed to include a department
store, 250 local and international specialty stores, a
number of major anchor retailers and an entertainment
precinct. It will offer efficient access to over 2,000 car
parks and will be easily connected to nearby roads,
towns and major highways.
The global financial crisis brought consumer
sentiment to an all time low, even below the Asian
Financial Crisis Levels. In the months of November
and December 2008, sales dropped more than 70%
to RM30million a month compared to the preceding
year. We had to think of new ways to re-ignite
consumer interest.
Our experience in the Asian Financial Crisis taught
us one thing that times of crisis present new
opportunities. The scenario this time around had
some positive factors compared to 1997. Corporate
and household balance sheets were strong and
job losses were minimal in key target markets.
The countrys financial institutions were also well
capitalised with high liquidity while interest rates
were at a historic low.
Hence, the introduction of the Setia 5/95 Home
Loan Package. The financing package worked on
the premise of a 5% down payment with no interest
payable during construction with the purchaser
servicing his 95% loan only upon completion of the
property. Added incentives included in the package
were the absorption of legal fees and stamp duty
on the Sale & Purchase Agreement, Loan Agreement
and the Memorandum of Transfer by the developer.
The financing package was launched in January
2009 and not only garnered great buying interest
from the public but saw other industry players
follow suit introducing various incentives for property
purchasers. Overwhelming response to the campaign
saw the Group extending the initial three-month
period for another three months to end in July.
The campaign proved to be a huge success with
Group sales hitting a record high totalling RM1.65
billion for FY2009. This translated to 3,575 units of
properties sold.
While sales picked up after the introduction of the
5/95 campaign, the Group continued to brand build
and engage its stakeholders. Notable highlights
include groupwide celebrations for Chinese New
Year with the theme Setia Celebrating as 1. All
project sites celebrated the festive season over the
same weekend.
Another groupwide affair was World Environment
Day (WED) where all project development sites in
the Klang Valley, Johor and Penang stopped work for
the day. The culmination of WED was the forming
of a strategic partnership with UTAR to sponsor an
academic Chair in Environmental Engineering and
Green Technology at RM1.25 million over the next
five years.
24
Setia Eco Park, Shah Alam
Thi s l ow densi ty and excl usi ve encl ave of
semi-detached houses and bungalows recorded
strong sales during the 5/95 campaign, chalking up
RM343 million which amounts to 260 units in total.
The award-winning 791-acre freehold development
also set a new pricing benchmark for its 2 to
3-storey villas with prices averaging RM4 million
or RM630 psf.
Despite the announcement of the re-imposition
of the Real Property Gains Tax (RPGT) in October
2009, Setia Eco Park made history with its Phase
8B launch of 2-storey semidees starting from RM1.2
million. There was a queue for the 28 units which
sold out in a few hours, reaffirming Setia Eco
Parks draw to discerning buyers who appreciate
the uniqueness of the development concept.
The eco-friendly development also continued to
foster environmental conservation and appreciation
by launching the Green Legacy campaign to preserve
the adjacent forest reserve of Bukit Cherakah. This
campaign will see a documentation of the biodiversity
of the forest reserve which will be shared with the
public through the publication of a coffee table book.
It is our hope that this small step towards increasing
awareness of the inherent beauty of our natural
surroundings will contribute towards preserving the
environment for future generations.
SetiaWalk, Pusat Bandar Puchong
The last parcel of land for S P Setia in Pusat Bandar
Puchong, SetiaWalks location fronting the LDP
Expressway is a major pull for investors and owners
alike. The recent announcement of the extension of
the LRT line to Puchong with the station confirmed
to be opposite SetiaWalk has boosted further sales.
Located on a 21-acre freehold tract, Phase 1 of
SetiaWalk comprising retail offices sold out within
months of its launch in October 2008. Riding on
this success, Phase 2 consisting of SOHOs and
three blocks of serviced apartments were launched
progressively beginning 2009.
Currently, two of the three apartment towers have
been launched. The first tower called Solace is
90% sold with an average price of RM320 psf. The
second tower called Brio was also enthusiastically
received during its soft launch in October 2009
despite a price increase to RM350 psf, selling more
than 50% on the first day of launch. SetiaWalk
is expected to inject new dynamism and fresh
excitement into the retail scene in the Klang Valley
once it is completed in 2011.
Setia Sky Residences, Kuala Lumpur
Expanding its product range to include luxury high-
rises, the Group launched the much awaited Setia
Sky Residences located in Kuala Lumpur City Centre.
The maiden launch of Boheme Tower comprising
211 units at an average price of RM680 psf in June
2009 is 90% sold. The second tower Alia which
opened for sale in October 2009 in Kuala Lumpur
and Shanghai with a 12% increase in average
pricing to RM760 psf also garnered strong interest
from purchasers.
Setia Sky Residences boasts an elegant spa resort
ambience and facilities. The Sky Deck at Level 5 is
a park in the sky spanning almost an acre and
offers a range of outdoor recreational facilities like
a 50m lap pool, wading pool, private spa, outdoor
Jacuzzi, party pavilion and childrens play area to
name a few.
On Level 34, there is the Sky Club which boasts
stunning views of the KL city skyline and opportunities
for more leisure activities with facilities which include
an infinity pool, private lounge, tea pavilion, yoga
pavilion and gymnasium. This is also where the
private Pool Villa and Sky Villa are located which are
ideal venues for private parties and entertainment.
The Sky Villa has been replicated in the sales gallery
to give prospective purchasers a feel of what it is
like to enjoy this unique facility when ready.
JOHOR
The southern region contributes 31% of the Groups
total turnover. Currently, the Group has four ongoing
projects which are Bukit Indah Johor, Setia Indah,
Setia Tropika and Setia Eco Gardens. In 2009
Property South sold 1,602 units amounting to a
sales value of RM523 million.
Bukit Indah Johor
Bukit Indah Johor is the Groups most matured
township with easy access to Singapore via the
second link, making it a favourite destination for
many Singaporeans during weekends. The thriving
commercial centre with a host of facilities and
eateries is fast gaining popularity amongst residents
in the vicinity.
With the AEON Shopping Centre fully operational
and the soon to be opened Tesco Hypermarket,
the development recorded the highest sales for
Property South in FY2009 with 528 units amounting
to RM190 million.
REVIEW OF OPERATIONS
25
S P SETIA BERHAD GROUP
Annual Report 2009
Expansive view of the KL city skyline from Setia Sky Residences
26 REVIEW OF OPERATIONS
Setia Indah Johor
Although Setia Indah Johor is at its tail-
end of development, it continues to attract
purchasers who appreciate not only quality
homes but those set against a lush tropical
living environment. For the year under review,
it sold 291 units totalling RM90 million.
Boasti ng a wel l l andscaped park wi th
an impressive bicycle track, Setia Indah
celebrated World Environment Day in style
by organising a treasure hunt on bicycles.
Residents continue to actively participate in
the townships recycling efforts, encouraged
by the various activities organised by the
developer.
Setia Tropika Johor
Located in Kempas, the 740-acre township
recorded total sales of RM152 million, selling
421 units in total for FY2009. The introduction
of Setia Tropikas Central Business District
(CBD) promises to be a new landmark for
business opportunities with international and
local brand names in place.
The opening of Johor Bahrus first Maybank
lifestyle concept banking centre with drive-
through ATM and Malaysias first drive-
through Starbucks Coffee outlet sets Setia
Tropika apart from other developments in
the vicinity. These amenities are part of the
wired-up Setia City Connects precinct in the
CBD which is set to welcome more renowned
brand names in months to come.
Setia Eco Gardens
Setia Eco Gardens recorded sales of RM92
million for the year under review totalling
362 units. The latest jewel in the crown for
the Group in the southern region, Setia Eco
Gardens is located in Iskandar Malaysia and
combines the success of our Setia and Eco
brands.
The 948-acre project is a landmark residential
development that offers a range of home
options from affordable 1-storey link
homes to lavish bungalows in the exclusive
Eco Hills precinct.
Following the success of our first eco-
themed development, Setia Eco Park in Shah
Alam, Selangor, we felt the time was ripe
to introduce Setia Eco Gardens, with the
intention to make the Eco concept available
not only to high-end customers but also to
the mass market. With Setia Eco Gardens,
our customers can now enjoy eco-inspired
living regardless of social status.
The recognition by FIABCI Malaysia and FIABCI
International, awarding Setia Eco Gardens
with the Best Master Plan award at the
FIABCI Malaysia Property Awards 2008 and
the FIABCI Prix dExcellence Awards 2009 is
testament that the development contains the
right ingredients to succeed.
PENANG
Up north in Penang, the limited supply of
landed residential property on the island
ensures that new product launches are
often well-received. The northern region
contributed 14% of the Groups total turnover
and recorded total sales of RM150 million.
Currently, S P Setia has two active projects
in Penang which are Setia Pearl Island and
Setia Vista with another one planned for
launch on Brook Road.
Setia Pearl Island
For the year under review, Setia Pearl Island
sold 236 units totalling RM102 million. In
August, its condominium project called
Reflections, located in the commercial
precinct was soft-launched. Pricing for the
25-storey Reflections starts from RM330 psf.
Meanwhile, the superlink homes offered at
the Isle of Conifer garnered strong buying
interest with the 58 units being snapped up
at prices starting from RM928,880.
Setia Vista
Located at Lebuh Relau, some 5km away
from Setia Pearl Island, Phase 1 and 2 of
Setia Vista sold out despite the price tag of
RM628,880 onwards for the 2-storey terraced
homes. In FY2009, Setia Vista sold 78 units
totalling RM49 million. Phase 3 and 4 have
received very good response since it opened
for booking in October 2009 proving that well
planned developments in Penang command
good starting prices.
Setia Avenue at Setia Alam
27
S P SETIA BERHAD GROUP
Annual Report 2009
Orion show unit at Bukit Indah Johor
ITS ABOUT CARING
LIFESTYLES AND THE ENVIRONMENT
LANDSCAPING
RECYCLING
FLORA AND FAUNA
AIR
WATER
NATURE
30 30
CORPORATE RESPONSIBILITY
The Groups corporate responsibility charter can be summed up in a single simple statement of Building
Sustainable Communities for All. Its activities and approach are reected in the very appropriate acronym
ECO which stand for Environment, Community and Organisation.
E for ENVIRONMENT C for COMMUNITY O for ORGANISATION
SPONSORSHIP DEAL
OF RM1.25 MILLION
WITH UTAR TO ESTABLISH
AN ACADEMIC CHAIR IN
ENVIRONMENTAL ENGINEERING
AND GREEN TECHNOLOGY
Education has always been a strong focus for the Group under
its charity trust, the S P Setia Foundation. As the Group moves
forward from a mass township developer to a fully integrated property
player, it has also realised the need to build a strong culture of conservation and
environmental responsibility into its organisation.
Achieving sustainability is a key benchmark in all of S P Setias projects today.
The establishment of an academic chair in environmental engineering and green technology
will benet not only the building and construction industry but the country as a whole.
The strategic partnership aims to achieve several objectives such as developing and
achieving excellence in the research, development, education and training in the eld
of environmental engineering and green technology as well as promoting exchange of
technical expertise.
We are committed to building sustainability
into every aspect of our business. Our cradle
to cradle approach focuses on the 3Rs
Reduce, Reuse, Recycle. We share our passion
with other corporations and individuals because
we all have to work together to protect our
planet in the face of climate change and other
environmental threats.
Our longstanding commitment to the community
has been our greatest strength. Our goal is
to build capacity and we want to contribute
actively by providing avenues through which our
customers and beneficiaries can realise their
personal aspirations. Along the way, we hope
that our efforts in this area will inspire a greater
sense of community and neighbourliness.
Our successes and achievements are the
result of teamwork. Now is the time to take
Team Setia to new levels of excellence as
we build creativity into our culture. We want
to be a leader in every sense of the word,
originating groundbreaking ideas and concepts
in all our endeavours.
ECO eco
I
N
I
T
I
A
T
I
V
E
S
U
N
D
E
R
T
A
K
E
N
I
N
2
0
0
9
31
S P SETIA BERHAD GROUP
Annual Report 2009
The Chair will play an important role in many areas such as to
facilitate and organise a range of activities in advancing environmental
engineering and green technology; collaborating with government,
industry and organisations in the promotion of environmental
engineering and green technology to the nation; establishing and
implementing specic environmental engineering and green technology
projects as well as establishing and complementing a stronger pool of
expertise consisting of both academia and industrial representatives
to provide consultancy.
WORLD ENVIRONMENT DAY
The Group honoured this day with all project sites stopping work for the
day and each location organising its own educational program on the
importance of looking after and preserving the environment. In Setia
Alam, UTARs Associate Professor under the Department of Construction
Management, Faculty of Science, Engineering and Technology Dr Show
Kuan Yeow, gave a talk to a packed audience comprising the Groups
consultants, contractors and staff based in the Klang Valley. Dr Show
spoke on Tackling the Waste Challenge Conversion of Waste
into Resource.
Other similar talks along the theme of environmental protection and
preservation were held in Setia Pearl Island Penang and Setia Eco
Gardens Johor, conducted by members of academia and ofcials from
the Ministry of Environment respectively.
In line with the developers focus on environmental preservation through
education, it extended its WED celebrations in Setia Alam to include
SRJK (C) Pin Hwa and Tenby Schools, both located in Setia Alam
and Peter & Jane Kindergarten from Mutiara Damansara. The pre-
schoolers charmed the guests and staff to a short play on taking care
of the environment while the primary school kids exhibited their craft
projects using recycled materials.
NEWSPAPER RECYCLING CAMPAIGN
Theres no better place to educate one on recycling than in schools.
With the belief in starting them young, Setia Alam kicked off a one-
year recycling campaign in June 2009 inviting schools in the Klang
Valley to participate. A total of 12 schools are participating in this
campaign which entails the collection of newspapers by students
monthly. This will culminate in a prize-giving ceremony where the
top three schools with the highest number of newspaper collected
will be rewarded.
SETIA ALAM COMMUNITY PROJECT
Remembering our neighbours in need, this community project aims
to lighten the hardship faced by low income families living within
the vicinity of the development. Under this programme, more than
80 families were selected to receive sundry necessities such as
groceries and foodstuff once every month. Sponsored by the S P Setia
Foundation, it provides a platform for Setia Alams staff and residents
to work closely together to foster community ties. Volunteers time are
spent either visiting these selected families at their homes or ferrying
them to the project site for them to receive their supplies.
32 CORPORATE RESPONSIBILITY
S P SETIA FOUNDATION ACTIVITIES
For the 7th consecutive year, S P Setia Foundation recognised and
rewarded its children under the Setia Adoption Programme at its
annual Excellence Awards Ceremony 2008. This year, a total of 166
students were given due recognition for their excellent results for the
UPSR examinations.
Since the launch of the Setia Adoption Programme in 2000, the
Foundation has spent approximately RM14.1 million to carry out the
programme. The aim of the Setia Adoption Programme (SAP) is to
fund the educational needs of underprivileged students nationwide.
Since 2004, the programme has been extended from only primary
school students to secondary school students as well.
With education as one of the main thrust of the Foundation,
it collaborated with the nations Feel Good Channel ntv7 to highlight
some of the daily issues faced by vernacular schools in particular, and
their need for funding. Called Project Sunshine, the programme aims
to highlight the needs of some of these schools and also provides a
solution to them. In doing so, the Foundation allocated RM200,000 for
this project. The 13-episode television program involved 13 different
schools which were selected to receive aid in kind.
Where medical aid was concerned, the Foundation pledged a sum
of RM600,000 annually to lower the burden of kidney patients in
low income families by subsidising part of their treatment cost. For
a start, it identied 28 non-prot haemodialysis centres in the Klang
Valley where it will subsidise treatment for patients there at a cost of
RM360,000 a year. The balance of RM240,000 were allocated for a
similar purpose in the states of Johor and Penang where the Group
has a presence.
Other activities carried out by the Foundation in the year include:
SJK (C) KHAI MUN PAGI GETS 100 SETS OF NEW
TABLES AND CHAIRS
S P Setia Foundation sponsored 100 sets of brand new study desks
and chairs to SJK (C) Khai Mun Pagi in Bentong. Students can now
learn in a more comfortable environment.
DONATION OF DIALYSIS MACHINE
TO MAA-MEDICARE KIDNEY
S P Setia Foundation donated a dialysis machine worth RM44,000 to
MAA-Medicare Kidney Charity Fund in line with the objectives of its
Haemodialysis Treatment Subsidy Programme.
33
S P SETIA BERHAD GROUP
Annual Report 2009
NEW VAN FOR BLESSED PENIEL PRAYER HOUSE
The Foundation donated a new van to the Blessed Peniel Prayer House
(BPPH) to transport underprivileged children from their homes to attend
free classes organised by BPPH.
VISIT TO MALAYSIAN ASSOCIATION FOR THE BLIND
More than 30 staff of the Group from the Klang Valley paid a visit to
the Malaysian Association for the Blind (MAB). The volunteers helped
to send out thousands of brochures to donors, arranged the books
in the library, read out loud to the low vision and vision impaired
members, and typed books for conversion into talking books.
SPONSORSHIP OF 41,000 COPIES OF NEW
STRAITS TIMES NEWSPAPERS TO SCHOOLS
As part of the Foundations mission in providing better
education for those in need, a collaboration was formed with
NSTs School Sponsorship Programme (SSP). The Foundation
sponsored 41,000 copies of the newspaper to be distributed
to 10 semi-urban schools for the duration of one year.
LEND LEASE COMMUNITY DAY
Community Day is a Lend Lease Foundation Program, set up by
our joint-venture partner through one of its group companies,
WTW Bovis Sdn Bhd. The Foundation Volunteers Club and their
family members extended the spirit of co-operation beyond the
business sphere when they joined in for this years Community
Day and headed down to Bagan Lalang, Negeri Sembilan to do
some beach cleaning up activities.
34
CORPORATE CALENDAR
ANNUAL DINNER & DANCE 2008
06 DECEMBER 2008
Staff celebrated the Annual Dinner & Dance in style this year with the theme
Setia Oscar Night. The venue of Sunway Convention saw celebrities like Halle
Berry, Julia Roberts, Tom Cruise, Richard Gere, Marilyn Monroe, Kate Winslet
and Leonardo DiCaprio walking down the red carpet in true Oscar style.
MAMMA MIA! CORPORATE NIGHT
18 DECEMBER 2008
The Group co-sponsored the hit musicals run in Kuala Lumpur and treated its business partners, corporate clients
and purchasers to an exclusive performance at Istana Budaya. The Yang di-Pertuan Agong DYMM Tuanku Mizan Zainal
Abidin and his consort Raja Permaisuri Agong Tuanku Nur Zahirah graced the event as our Guests of Honour.
35
S P SETIA BERHAD GROUP
Annual Report 2009
SETIA ECO PARK CELEBRATES
CHINESE NEW YEAR WITH RESIDENTS
07 FEBRUARY 2009
Setia Eco Park welcomed the year of the Ox with 18 types of sweet
desserts or better known as tong sui in Chinese coupled with an
impressive display of reworks for its residents.
SETIA ECO GARDENS LAUNCHES
ECO GREENS TOWN PARK
09 FEBRUARY 2009
The 18.5-acre town park, also known as Eco Greens was ofcially
launched by the Menteri Besar of Johor, Dato Abdul Ghani Othman.
The town park offers more than just common recreational facilities as
it will be home to a number of sanctuaries, including a fern garden,
bird island, buttery creek and water bodies.
ECOLAKES OPENS EXCLUSIVE
SALES GALLERY IN HO CHI MINH CITY
20 FEBRUARY 2009
SetiaBecamex JSC, a joint-venture company between S P Setia
Berhad and Becamex IDC Corp launched the EcoLakes Sales Gallery
in Ho Chi Minh City, Vietnam. The purpose of the Sales Gallery is for
residents in Ho Chi Minh to have a glimpse of the Groups maiden
EcoLakes project which has the only comprehensive, fully landscaped
show village in Vietnam.
5/95 HOME
LOAN PACKAGE LAUNCH
19 JANUARY 2009
Setting yet another new standard
for the property industry, S P Setia
introduced the attractive 5/95 Home
Loan Package. Purchasers are required
to only pay a 5% down payment
and nothing else during construction.
Coupled with 95% nancing provided
by the banks to eligible borrowers and
all-time low interest rates, there has
never been a better time to own a
Setia dream home.
SETIAWALK GALLERIA OPENS TO THE PUBLIC
22 MARCH 2009
The SetiaWalk Galleria featuring residential show units of Solace@
SetiaWalk officially opened to the public for viewing. The launch
was supported by afliation partners like Delicious Group, Starbucks,
Harvey Norman and Celebrity Fitness who will be setting up shop in
the commercial precinct of the development.
OPENING OF SINGAPORE MARKETING OFFICE
23 MARCH 2009
The opening of S P Setias Marketing Ofce in Harbourfront Tower One
enables the Group to more effectively market its products in Singapore.
The new ofce will showcase our prime investment properties such
as Setia Sky Residences, Kuala Lumpur; Setia Eco Park, Shah Alam in
addition to all our developments in the Iskandar region.
36 CORPORATE CALENDAR
COMMUNITY HEALTH TALK @ SETIA ECO PARK
24 APRIL 2009
In conjunction with World Health Day, Setia Eco Park organised a Community Health Talk to
promote healthy lifestyles amongst the residents. The Health Talk was a collaboration with
medical and health care professionals from Pantai Hospital.
LAUNCHING OF
LOW COST HOUSING SCHEME
IN BANDAR SETIA ALAM
18 MAY 2009
To ensure that the lower income group could
also benefit from the attractive financial
packages available in the market, S P Setia
together with MBSB introduced an exclusive
100% financing for Setia Alams low and
medium cost homes.
SETIA ECO GARDENS VOTED
BEST MASTER PLAN DEVELOPMENT
IN FIABCI PRIX DEXCELLENCE
AWARDS 2009
20 MAY 2009
S P Setia was again awarded the Worlds
Best Master Plan Development, this time for
Setia Eco Gardens, by the International Real
Estate Fedaration (FIABCI) at its FIABCI Prix
dExcellence Awards 2009 held in Beijing,
China.
S P SETIA SIMULTANEOUS
CHESS CHALLENGE 2009
24 MAY 2009
A new record was set in Bandar Setia Alam
when Chess Master Collin Madhavan played
against 133 players for 10 hours continuously,
breaking his previous record of playing against
88 players.
S P SETIA ENTERS
CHINA PROPERTY MARKET
4 JUNE 2009
S P Setia signed a cooperation agreement with
Hangzhou Ju Shen Construction Engineering
Limited to set up a joint-venture company
to carry out a mixed property development
project. The signing was witnessed by Prime
Minister Datuk Seri Najib Tun Razak in Beijing
during the premiers ofcial visit to China.
37
S P SETIA BERHAD GROUP
Annual Report 2009
WORLD ENVIRONMENT DAY
5 JUNE 2009
S P Setia honoured World Environment Day
by stopping work on all project sites and
organised activities related to preserving the
environment.
NEW BALANCE KLANG PACERS
MARATHON 2009
7 JUNE 2009
Setia Alam Welcome Centre was ooded with
1,500 runners coming from all over the Klang
Valley to take part in the New Balance-Klang
Pacers half marathon. The Groups senior
management team led by Tan Sri Liew Kee
Sin and Dato Voon Tin Yow also contributed
to the merriment by signing up for the 4.5
km Fun Run.
S P SETIA BADMINTON AGE GROUP TOURNAMENT 2009
7 JUNE 2009
The search for young champions continues in the S P Setia Badminton Age Group Tournament
2009, held in Setia Badminton Academy in Setia Alam where a total of 504 players participated.
YB Dato Lee Hwa Beng, Chairman of Setia Badminton Academy was present to give away the
trophies and prizes to the winners.
38 CORPORATE CALENDAR
S P SETIA LAUNCHES FIRST LUXURY
HIGH-RISE IN STYLE
11 JULY 2009
S P Setia ofcially launched its much awaited
Setia Sky Residences with an exclusive fashion
extravaganza featuring several top retail brands
to celebrate the latest fashionable address in
Kuala Lumpur.
278TH & 279TH MKA ALL
BREEDS CHAMPIONSHIP SHOW
12 JULY 2009
Setia Eco Park together with the Malaysian
Kennel Association organised the 278th & 279th
MKA All Breeds Championship Show for show
dogs to compete in various categories.
THE EDGE BURSA MALAYSIA KUALA LUMPUR RAT RACE 2009
11 AUGUST 2009
S P Setia sponsored two teams of runners at a cost of RM27,000 to be donated to various charitable homes. This year was made extra special
as the Group also sent a team of eight staff to participate in the Cheerleading Competition.
39
S P SETIA BERHAD GROUP
Annual Report 2009
RM315 MILLION SYNDICATED BANKING FACILITY FOR SETIA CITY MALL
13 AUGUST 2009
Greenhill Resources Sdn Bhd signed a deal with CIMB Bank, Public Bank and Afn Bank to nance the development of Setia City Mall. Menteri
Besar of Selangor, YAB Tan Sri Dato Abdul Khalid Ibrahim was present to witness the signing ceremony.
GREEN LEGACY: THE BUKIT CHERAKAH EXPEDITION
16 AUGUST 2009
Setia Eco Park, Jabatan Perhutanan Negeri Selangor, WWF-Malaysia
and Malaysian Nature Society launched an expedition to work closely
together to conduct research, study and document the reserves
treasure chest of ora and fauna.
CHINESE PRIMARY SCHOOL FOR SETIA ECO GARDENS
18 AUGUST 2009
Setia Eco Gardens held a topping
off ceremony for its Chinese
Primary School SJK (C) Pei Chih.
The 30,500 sq ft school is set to
open its doors in the new school
term of 2010.
DAMA ORCHESTRA: I HAVE A DATE WITH SPRING
17 OCTOBER 2009
S P Setia hosted an appreciation night for its bankers, contractors and
suppliers at a special performance of Dama Orchestras I Have a Date
with Spring The Musical.
3RD PROJECT IN VIETNAM
26 OCTOBER 2009
S P Setia signed an agreement with Becamex IDC for 27-acres
of land to develop a mixed-use project located in Lai Thieu Town,
Tuan An District.
SIGNING CEREMONY FOR JV CONTRACT
WITH HANGZHOU JU SHEN
28 OCTOBER 2009
S P Setia and Hangzhou Ju Shen Construction Engineering Limited
ofcially signed a joint-venture contract for a mixed development project
located in XiaoShan, Hangzhou in the province of Zhejiang China.
PEACE OF MIND
SECURITY
PRISTINE
ITS ABOUT DESIGNING
EXCELLENCE AND ELEGANCE
TRANQUILITY
AMENITIES
42
CORPORATE INFORMATION
BOARD OF DIRECTORS
Chairman
Tan Sri Abdul Rashid
Bin Abdul Manaf
Non-Independent Non-Executive Director
President and Chief Executive Officer
Tan Sri Dato Sri Liew Kee Sin
Non-Independent Executive Director
Deputy President and Chief Operating Officer
Dato Voon Tin Yow
Non-Independent Executive Director
Chief Financial Officer
Teow Leong Seng
Non-Independent Executive Director
Chang Khim Wah
Non-Independent Executive Director
Tan Sri Datuk Seri Lee Lam Thye
Non-Independent Non-Executive Director
Tan Sri Dato Hari Narayanan
A/L Govindasamy
Independent Non-Executive Director
Dato Leong Kok Wah
Independent Non-Executive Director
Datuk Ismail Bin Adam
Independent Non-Executive Director
Ng Soon Lai @ Ng Siek Chuan
Independent Non-Executive Director
Tan Sri Dato Dr. Wan Mohd Zahid
Bin Mohd Noordin
Non-Independent Non-Executive Director
Dato Noor Farida Binti Mohd Ariffin
Non-Independent Non-Executive Director
EXECUTIVE COMMITTEE
Chairman
Tan Sri Abdul Rashid Bin Abdul Manaf
Tan Sri Dato Sri Liew Kee Sin
Dato Voon Tin Yow
AUDIT COMMITTEE
Chairman
Tan Sri Dato Hari Narayanan
A/L Govindasamy
Dato Leong Kok Wah
Datuk Ismail Bin Adam
Ng Soon Lai @ Ng Siek Chuan
REMUNERATION COMMITTEE
Chairman
Dato Leong Kok Wah
Tan Sri Dato Hari Narayanan
A/L Govindasamy
Datuk Ismail Bin Adam
NOMINATION COMMITTEE
Chairman
Datuk Ismail Bin Adam
Dato Leong Kok Wah
Ng Soon Lai @ Ng Siek Chuan
RISK MANAGEMENT COMMITTEE
Chairman
Dato Voon Tin Yow
Teow Leong Seng
Khor Chap Jen
Ong Kek Seng
Wong Tuck Wai
Kow Choong Ming
Norhayati Binti Subali
Lim Eng Tiong
ESOS OPTION COMMITTEE
Chairman
Tan Sri Dato Sri Liew Kee Sin
Ng Soon Lai @ Ng Siek Chuan
Datuk Ismail Bin Adam
SECRETARIES
Lee Wai Ngan (LS 00184)
Chan Toye Ying (LS 00185)
REGISTERED OFFICE
Plaza 138, Suite 18.03
18th Floor, 138 Jalan Ampang
50450 Kuala Lumpur
Tel : 03-2161 5466
Fax : 03-2163 6968
SHARE REGISTRAR
Plaza 138, Suite 18.03
18th Floor, 138 Jalan Ampang
50450 Kuala Lumpur
Tel : 03-2161 5466
Fax : 03-2163 6968
43
S P SETIA BERHAD GROUP
Annual Report 2009
MAJOR BANKERS
Public Bank Berhad
OCBC Bank (Malaysia) Berhad
Affin Bank Berhad
Malayan Banking Berhad
EON Bank Berhad
CIMB Bank Berhad
Ambank (M) Berhad
AUDITORS
Mazars (AF 1954)
Wisma Selangor Dredging
7th Floor South Block
142-A Jalan Ampang
50450 Kuala Lumpur
SOLICITORS
Shearn Delamore & Co
Cheong Kee Fong & Co
Soo Thien Ming & Nashrah
STOCK EXCHANGE LISTING
Main Market of Bursa Malaysia
Securities Berhad
INDICES
FTSE Bursa Malaysia Indices
Standard & Poors Indices
WEBSITE
www.spsetia.com.my
Artists impression of KL Eco City, Bangsar
44
CORPORATE STRUCTURE
100% Bandar Setia Alam Sdn Bhd
50% Bandar Eco-Setia Sdn Bhd
100% Setia Duta One Sdn Bhd
100% Bukit Indah (Johor) Sdn Bhd
100% Setia Indah Sdn Bhd
100% Shabra Development Sdn Bhd
100% Syarikat Kemajuan Jerai Sdn Bhd
100% Bukit Indah (Perak) Sdn Bhd
100% Setia Promenade Sdn Bhd
100% Cosmotek Sdn Bhd
70% Bukit Indah Property Management Sdn Bhd
100% Indera Perasa Sdn Bhd
50% Golden Klang Valley Sdn Bhd
70% Sendiman Sdn Bhd
70% Exceljade Sdn Bhd
70% Aeropod Sdn Bhd
100% Setia Eco Villa Sdn Bhd
70% Kemboja Mahir Sdn Bhd
100% Kewira Jaya Sdn Bhd
60% Setia Putrajaya Sdn Bhd
100% KL Eco City Sdn Bhd (formerly known as Pelita Dunia Sdn Bhd)
100% Setia International Limited
PROPERTY
DEVELOPMENT
100% S P Setia Construction Sdn Bhd
100% Setia Prefab Sdn Bhd
100% Setia Bina Raya Sdn Bhd
CONSTRUCTION &
INFRASTRUCTURE
MANUFACTURING/
INVESTMENT
& PROPERTY
HOLDING/
PROPERTY
MANAGEMENT/
OTHERS
100% Setia-Wood Industries Sdn Bhd
100% S P Setia Management Services Sdn Bhd
60% S P Setia Estate Management Sdn Bhd
51% S. P. Setia Security Services Sdn Bhd
100% S P Setia Property Holdings Sdn Bhd
100% Setia Alam Property Holdings Sdn Bhd
100% S P Setia Technology Sdn Bhd
100% Futurecrest (M) Sdn Bhd
100% Bukit Indah (Selangor) Sdn Bhd
100% Setia Hicon Sdn Bhd
99.9% Kenari Kayangan Sdn Bhd
91.2% Tenaga Raya Sdn Bhd
40% Konsortium Lebuhraya Wangsa-Keramat Sdn Bhd
40% KLWK Sdn Bhd
50% Sentosa Jitra Sdn Bhd
100% Setiahomes (MM2H) Sdn Bhd
(formerly known as Kayan Setegas Sdn Bhd)
100% S P Setia International (S) Pte. Ltd.
45
S P SETIA BERHAD GROUP
Annual Report 2009
50% Greenhill Resources Sdn Bhd
100% Dian Mutiara Sdn Bhd
60% SJ Classic Land Sdn Bhd
100% S P Setia Project Management Sdn Bhd
100% Lagavest Sdn Bhd 50% Wawasan Indera Sdn Bhd*
* (50% investment in Wawasan Indera Sdn Bhd is held by S P Setia Berhad)
100% S P Setia Eco-Projects Management Sdn Bhd
100% Setia Recreation Sdn Bhd
100% Ambleside Sdn Bhd
100% Ganda Anggun Sdn Bhd
100% Setia Precast Sdn Bhd
100% Manih System Construction Sdn Bhd 60% Suharta Sdn Bhd
100% Suharta Properties Sdn Bhd
51% Suharta Development Sdn Bhd
100% Suharta Management Sdn Bhd
60% Yunikhas Sdn Bhd*
* 8% investment in Yunikhas Sdn Bhd is held by
S P Setia Berhad
* 10% investment in Yunikhas Sdn Bhd is held
by Manih System Construction Sdn Bhd
100% Aneka Baru (M) Sdn Bhd
100% Setia-Wood Industries Sdn Bhd
100% S P Setia Management Services Sdn Bhd
60% S P Setia Estate Management Sdn Bhd
51% S. P. Setia Security Services Sdn Bhd
100% S P Setia Property Holdings Sdn Bhd
100% Setia Alam Property Holdings Sdn Bhd
100% S P Setia Technology Sdn Bhd
100% Futurecrest (M) Sdn Bhd
100% Bukit Indah (Selangor) Sdn Bhd
100% Setia Hicon Sdn Bhd
99.9% Kenari Kayangan Sdn Bhd
91.2% Tenaga Raya Sdn Bhd
40% Konsortium Lebuhraya Wangsa-Keramat Sdn Bhd
40% KLWK Sdn Bhd
50% Sentosa Jitra Sdn Bhd
100% Setiahomes (MM2H) Sdn Bhd
(formerly known as Kayan Setegas Sdn Bhd)
100% S P Setia International (S) Pte. Ltd.
49% PTB Property Developer Sdn Bhd
70% Kesas Kenangan Sdn Bhd
20% Icfox (Malaysia) Sdn Bhd
100% S P Setia Marketing Sdn Bhd
100% Setia Putrajaya Construction Sdn Bhd
100% Setia Putrajaya Development Sdn Bhd
100% Setia MyPhuoc Limited
100% Setia D-Nine Limited
100% Setia Saigon East Limited
100% Setia Capital (Vietnam) Limited
100% Setia Land (Vietnam) Limited
100% Setia Land (China) Limited
100% Setia Lai Thieu Limited
55% SetiaBecamex Joint Stock Company
100% Setia (Hangzhou) Development Company Limited
46
BOARD OF DIRECTORS
1. TAN SRI ABDUL RASHID BIN
ABDUL MANAF
Chairman
2. TAN SRI DATO SRI
LIEW KEE SIN
President and Chief Executive Officer
3. DATO VOON TIN YOW
Deputy President and Chief Operating Officer
4. MR TEOW LEONG SENG
Executive Director and Chief Financial Officer
5. MR CHANG KHIM WAH
Executive Director
6. TAN SRI DATUK SERI
LEE LAM THYE
Non-Independent Non-Executive Director
7. TAN SRI DATO HARI NARAYANAN
A/L GOVINDASAMY
Independent Non-Executive Director
8. DATO LEONG KOK WAH
Independent Non-Executive Director
9. DATUK ISMAIL BIN ADAM
Independent Non-Executive Director
10. MR NG SOON LAI
@ NG SIEK CHUAN
Independent Non-Executive Director
11. TAN SRI DATO DR. WAN MOHD
ZAHID BIN MOHD NOORDIN
Non-Independent Non-Executive Director
12. DATO NOOR FARIDA
BINTI MOHD ARIFFIN
Non-Independent Non-Executive Director
1
2
3
4
6
11
10 7 12
8
5
9
47
S P SETIA BERHAD GROUP
Annual Report 2009
Tan Sri Abdul Rashid is a full-time businessman. Before venturing into
business, he was a senior partner in a legal firm in Kuala Lumpur
until his retirement on 24 August 2006. In 1970, he became a
Barrister-at-Law. He joined the Malaysian Judicial and Legal Service
in 1971 and became a Magistrate until 1973. He was later made the
President of the Sessions Court in Klang. In 1975, he became the
Senior Federal Counsel for the Income Tax Department. He left the
Government Service in 1977.
He was appointed Director of S P Setia Berhad on 15 January 1996
and the Chairman of the Executive Committee of S P Setia Berhad on
29 January 1996. He assumed his position as the Chairman of the
Board of S P Setia Berhad on 12 March 1997.
He does not have any family relationship with any Director and/or
major shareholder, nor any conflict of interest with the Company.
He has no convictions for any offences over the past 10 years.
Tan Sri Dato Sri Liew started his career in a local merchant bank
in 1981. After gaining 5 years of extensive experience in the banking
industry, he ventured into property development and developed his
first project called Bukit Indah in Ampang, Selangor.
He was appointed as an Executive Director of S P Setia Berhad on
15 January 1996 and was subsequently appointed as the Group
Managing Director on 3 May 1996. He is currently the President and
Chief Executive Officer of S P Setia Berhad Group.
Tan Sri Dato Sri Liew was awarded Corporate Executive of the Year
in 2005 for mid-cap companies by AsiaMoney Magazine. In 2007, he
was named Property Man of the year by FIABCI Malaysia Property
Awards 2007 in recognition of his contributions to the countrys real
estate industry and community at large.
He does not have any family relationship with any Director and/or
major shareholder, nor any conflict of interest with the Company.
He has no convictions for any offences over the past 10 years.
PROFILE OF BOARD OF DIRECTORS
TAN SRI DATO SRI LIEW KEE SIN
President and Chief Executive Officer
Malaysian, 51 years of age
Bachelor of Economics Degree (Business Administration)
(University of Malaya)
TAN SRI ABDUL RASHID BIN ABDUL MANAF
Chairman
Malaysian, 63 years of age
Barrister-at-Law (Middle Temple London)
48 PROFILE OF BOARD OF DIRECTORS
DATO VOON TIN YOW
Deputy President and Chief Operating Officer
Malaysian, 52 years of age
Bachelor of Science Degree in Civil Engineering
Master of Science Degree (University of Texas, Austin)
MR TEOW LEONG SENG
Executive Director and Chief Financial Officer
Malaysian, 51 years of age
Fellow of the Chartered Institute of Management Accountants (UK)
Chartered Accountant of the Malaysian Institute of Accountants
Master of Business Administration (MBA)
(University of Strathclyde Graduate School of Business, Glasgow)
Dato Voon, the Deputy President of S P Setia Berhad Group has
25 years of working experience in the construction and property
development industry, which includes three years in construction site
management and 22 years in management of property development.
He began his working career in 1984 by joining Kimali Construction
Sdn Bhd as a Site Engineer and in 1986, he held the post of
Development Engineer in Juru Bena Tenaga Sdn Bhd. In 1990, he
joined Syarikat Kemajuan Jerai Sdn Bhd (SKJ) as Project Manager
and was subsequently appointed General Manager of SKJ in 1994. He
was appointed Director of S P Setia Berhad on 15 July 1996 and the
Chairman of Risk Management Committee on 29 October 2003.
He does not have any family relationship with any Director and/or
major shareholder, nor any conflict of interest with the Company.
He has no convictions for any offences over the past 10 years.
Mr Teow is the Chief Financial Officer (CFO) and Executive Vice
President of S P Setia Berhad Group. He is responsible for Group
Business Development, Group Corporate and Finance Division and is
the Chief Executive Officer of Setia International Division. In addition,
he also supervises the operations of the Setia Putrajaya Group.
Mr Teow joined S P Setia Berhad Group in 1997 and was previously
the Division General Manager in charge of all Business Development
activities for the Group as well as the Duta Nusantara project prior to
being seconded to Setia Putrajaya as Chief Executive Officer. He was
appointed a director of Setia Putrajaya Sdn Bhd on 10 July 2007.
Mr Teow was appointed as Executive Director of S P Setia Berhad
on 1 July 2007 and resigned on 18 June 2009. He was the CFO of
S P Setia Berhad Group from 1 August 2007 until 6 March 2008.
He was subsequently re-appointed as an Executive Director of S P
Setia Berhad on 20 July 2009 and re-assumed the role of CFO.
49
S P SETIA BERHAD GROUP
Annual Report 2009
MR CHANG KHIM WAH
Executive Director
Malaysian, 45 years of age
Bachelor of Engineering (University of New South Wales)
Professional Engineer registered with the Board of Engineers, Malaysia
Member of the Institute of Engineers, Malaysia
Prior to joining S P Setia Berhad Group, Mr Teow headed the Real
Estate Finance Business of Citibank, NA (Corporate Bank) in Malaysia
and was the Group Financial Controller of a public-listed company.
He has also held finance and accounting positions within the Hong
Leong Group and various other property development companies. He
has in all over 28 years of experience in the property development
industry, corporate finance, accounting and financial management and
real-estate finance.
Mr Teow is also a Board member of SPJ Corporation Berhad.
He does not have any family relationship with any Director and/or
major shareholder, nor any conflict of interest with the Company.
He has no convictions for any offences over the past 10 years.
Mr Chang is the Executive Vice President in charge of the Southern
and Northern Property Division of S P Setia Berhad Group. He holds
a Bachelor of Engineering degree from the University of New South
Wales. Mr Chang is a member of the Institute of Engineers, Malaysia
and is a registered Professional Engineer. He began his career as a
consultant engineer in Australia from 1989 to 1991. Upon his return
to Malaysia in 1991, he joined one of the biggest consultancy firms
in Malaysia, KTA-Tenaga Sdn Bhd, specialising in dam designs and
water supply systems.
In 1994, he joined S P Setia Berhad Group and was one of the
pioneers in setting up the property division in Johor Bahru. His
responsibilities include formulation of marketing and sales strategies,
overall planning, coordination and quality control as well as every
aspect of S P Setia Berhads property development projects in Johor
Bahru. He was promoted to be the General Manager of Property South
in June 2000 and appointed as a Board member of S P Setia Berhad
on 15 February 2007.
He does not have any family relationship with any Director and/or
major shareholder, nor any conflict of interest with the Company.
He has no convictions for any offences over the past 10 years.
50
TAN SRI DATUK SERI LEE LAM THYE
Non-Independent Non-Executive Director
Malaysian, 63 years of age
TAN SRI DATO HARI NARAYANAN
A/L GOVINDASAMY
Independent Non-Executive Director
Malaysian, 59 years of age
Bachelor of Engineering in Electrical & Electronic
(University of Northumbria, England)
Tan Sri Datuk Sri Lee started his career as a teacher and was elected
and served as the State Legislative Assemblyman for Bukit Nanas from
1969 to 1974. From 1974 to 1990, he served as a Member of Parliament
for Bandar Kuala Lumpur. Following his retirement from politics in 1990,
he continued his career in public service by contributing actively in the
social arena.
Currently, he is the Chairman of the National Institute of Occupational
Safety and Health (NIOSH) under the Ministry of Human Resources,
the Vice Chairman and Member of the Executive Council of the
Malaysia Crime Prevention Foundation (MCPF), Member of National
Unity Advisory Panel and Chairman of the Board of Trustees of S P
Setia Foundation. He was appointed Director of S P Setia Berhad on
17 December 2007.
Tan Sri Lee also sits on the Boards of MBM Resources Berhad, AMDB
Berhad and Media Prima Berhad.
He does not have any family relationship with any Director and/or
major shareholder, nor any conflict of interest with the Company.
He has no convictions for any offences over the past 10 years.
Tan Sri Dato Hari Narayanan is a businessman by profession and also
a member of the Institute of Engineers, Malaysia (IEM). He is also a
registered professional engineer with the Board of Engineers, Malaysia.
He has extensive experience in electrical and electronic engineering
and has held various key positions with some established companies
as an engineer and entrepreneur. He was appointed Director and a
member of the Audit Committee of S P Setia Berhad on 14 November
1996. Subsequently on 28 April 1997, he was appointed the Chairman
of the Audit Committee and on 3 April 2001, he was appointed as a
member of the Remuneration Committee.
Tan Sri Dato Hari Narayanan also sits on the Boards of Tenaga
Nasional Berhad and Puncak Niaga Holdings Berhad. He also holds
directorships with several private companies.
He does not have any family relationship with any Director and/or
major shareholder, nor any conflict of interest with the Company.
He has no convictions for any offences over the past 10 years.
PROFILE OF BOARD OF DIRECTORS
51
S P SETIA BERHAD GROUP
Annual Report 2009
DATO LEONG KOK WAH
Independent Non-Executive Director
Malaysian, 56 years of age
Master of Business Administration (MBA) (University of Hull, UK)
Member of Institute of Bankers (UK)
Member of Institute of Credit Management (UK)
Member of Institute of Marketing (UK)
Member of Institute of Bankers Malaysia
Dato Leong has an extensive career and held senior positions in
the banking industry. He has vast experience in stockbroking, asset
management and options and futures trading. He is currently a
stockbroker and sits on the Board of various companies in Malaysia.
He was appointed Director and a member of the Audit Committee of
S P Setia Berhad on 1 June 2000. On 3 April 2001, he was appointed
as a member of the Nomination Committee and Remuneration
Committee. Subsequently on 21 September 2005, he was appointed
as the Chairman of Remuneration Committee.
Dato Leong also sits on the Board of MUI Continental Insurance
Berhad and Salcon Berhad. He is an Audit Committee member of MUI
Continental Insurance Berhad.
He does not have any family relationship with any Director and/or
major shareholder, nor any conflict of interest with the Company.
He has no convictions for any offences over the past 10 years.
DATUK ISMAIL BIN ADAM
Independent Non-Executive Director
Malaysian, 64 years of age
Master in Public Administration (MPA)
(Pennsylvania State University, U.S.A.)
Diploma in Public Administration (University of Malaya)
Bachelor of Arts (Honours) (University of Malaya)
Datuk Ismail started his career in 1969 as an Assistant Director of
Public Services Department. After a short posting in the Ministry of
Defence from 1981 to 1983, he was made Deputy Director Service
Division of Public Services Department from 1983 until 1988. In
1988, he was with the Ministry of Culture, Arts and Tourism as a
Deputy Secretary General and as Secretary General in 1995. He
then assumed his last position as Secretary General of Ministry of
Health Malaysia from 1999 until 2000. He has extensive experience
in general management, project management, hospitality, tourism,
cultural and arts management and health and medical administration.
He was appointed Director and a member of the Audit Committee of
S P Setia Berhad on 19 December 2001. On 21 September 2005, he
was appointed as a member of the Remuneration Committee and was
subsequently appointed as a Chairman of the Nomination Committee
on 2 October 2006.
He does not have any family relationship with any Director and/or
major shareholder, nor any conflict of interest with the Company.
He has no convictions for any offences over the past 10 years.
52
MR NG SOON LAI @ NG SIEK CHUAN
Independent Non-Executive Director
Malaysian, 55 years of age
Fellow of the Institute of Chartered Accountants
in England and Wales
Mr Ng had several years of experience in the accounting profession
with Coopers & Lybrand in London and Kuala Lumpur before moving
on to the financial sector in 1980. Prior to joining Alliance Bank
Malaysia Berhad in July 1991 as General Manager of Credit, he had
served in various positions in a leading local merchant bank and a
finance company.
He was appointed as Chief Executive Director of Alliance Bank
Malaysia Berhad on 21 January 1994 and to the Board of Alliance
Merchant Bank Berhad on 22 July 2002 until his resignation on
31 August 2005. He was appointed Director, member of the Audit
Committee and member of the Nomination Committee of S P Setia
Berhad on 21 September 2005.
His directorships in other public companies include Deutsche Bank
(M) Berhad, Unico-Desa Plantations Berhad and Hiap Teck Venture
Berhad.
He does not have any family relationship with any Director and/or
major shareholder, nor any conflict of interest with the Company.
He has no convictions for any offences over the past 10 years.
PROFILE OF BOARD OF DIRECTORS
TAN SRI DATO DR. WAN MOHD ZAHID
BIN MOHD NOORDIN
Non-Independent Non-Executive Director
Malaysian, 69 years of age
B.A. Honours Degree from University of Malaya
Masters from Stanford University, Palo Alto, California
PhD from University of California, Berkeley
Completed an Advanced Management Programme
from Harvard Business School
Tan Sri Dato Dr. Wan Mohd Zahid is currently the Chairman of
Universiti Teknologi Mara (UiTM), Kolej Teknologi dan Pengurusan
Lanjutan Sdn Bhd, Management and Science University and FEC
Cables (M) Sdn Bhd. He was formerly the Chairman of Berger
International Ltd in Singapore and Deputy Chairman of International
Bank Malaysia Berhad.
Tan Sri Dato Dr. Wan Mohd Zahid started his career as a teacher,
moving up to principal level and eventually held various positions in
the Ministry of Education before his retirement as Director General
of Education. Subsequent to his retirement, Tan Sri Dato Dr Wan
Mohd Zahid was an advisor with special functions to the Minister of
Education and also an advisor to Sekolah Bahasa Teikyo.
Tan Sri Dato Dr. Wan Mohd Zahid was appointed Director of S P Setia
Berhad on 18 June 2009.
His directorships in other public companies include Permodalan Nasional
Berhad, Amanah Saham Nasional Berhad, Perbadanan Usahawan
Nasional Berhad, Sime Darby Berhad and Amanah Mutual Berhad.
He does not have any family relationship with any Director and/or
major shareholder of S P Setia Berhad except by virtue of being a
nominee Director of Permodalan Nasional Berhad. He does not have
any conflict of interest with the Company and has not been convicted
of any offences over the past 10 years.
53
S P SETIA BERHAD GROUP
Annual Report 2009
DATO NOOR FARIDA BINTI MOHD ARIFFIN
Non-Independent Non-Executive Director
Malaysian, 63 years of age
Barrister-at-Law (Grays Inn), United Kingdom
Dato Noor Farida is currently the Director-General at the Research,
Treaties and International Law Department of the Ministry of Foreign
Affairs and is the Ambassador-At-Large for the High Legal Experts
Group on Follow-up to the ASEAN Charter (HLEG). She is also an
Alternate Director at the Maritime Institute of Malaysia (MIMA).
After completing her legal studies at the Inns of Court in London, she
joined the Judicial and Legal Service in February 1971 where she
served in various capacities including magistrate, senior assistant
registrar in the High Courts of Kuala Lumpur and Penang, legal officer
with the Economic Planning Unit of the Prime Ministers Department,
Director of the Legal Aid Bureau and Sessions Court Judge.
Dato Noor, the Co-Agent of Malaysia for the Pulau Batu Puteh Case
before the International Court of Justice in the Hague, has had a long
and distinguished career spanning 36 years in the Public Service.
Prior to her appointment as Director-General, Dato Noor held a number
of key positions, including the Director at the Women and Development
Programme, Human Resource and Development Group at the Commonwealth
Secretariat in London, headed the newly established Legal Division of the
Ministry in 1993 and in 1996 was appointed the Under-Secretary of the
newly formed Territorial and Maritime Division of the Foreign Ministry.
Between 2000 and 2007, she was the Ambassador of Malaysia to
the Kingdom of the Netherlands and was also concurrently appointed
the Malaysian Co-Agent to the International Court of Justice for the
Pulau Ligitan and Pulau Sipadan Case against Indonesia, and was
the Malaysian Permanent Representative to the Organisation for
the Prohibition of Chemical Weapons (OPCW) which is based in
the Hague. She was subsequently elected to the Chair of the 8th
Conference of States Parties of the Chemical Weapons Convention
in October 2003. Prior to this at the First Review Conference of the
above Convention (April/May 2003), she was elected to chair the
Drafting Group on the Political Declaration.
Dato Noor was again appointed the Malaysian Co-Agent by the
Government when Malaysia and Singapore agreed to submit the Pulau
Batu dispute to the International Court of Justice.
Dato Noor was appointed Director of S P Setia Berhad on 18 June 2009.
She does not have any family relationship with any Director and/or
major shareholder of S P Setia Berhad except by virtue of being a
nominee Director of Permodalan Nasional Berhad. She does not have
any conflict of interest with the Company and has not been convicted
of any offences over the past 10 years.
54
Carica show unit at Setia Pearl Island, Penang
S P SETIA BERHAD GROUP
Annual Report 2009
CORPORATE
GOVERNANCE
Corporate Governance Statement 56
Audit Committee Report 63
Internal Control Statement 66
56
CORPORATE GOVENANCE STATEMENT
The Board of Directors (Board) is committed to maintaining a high
standard of corporate governance throughout the Group by adopting
and applying the Malaysian Code of Corporate Governance (Revised
2007) (Code) for the protection and enhancement of shareholders
value and the financial performance of the Group.
The Board is pleased to disclose below how the Group has applied
the principles set out in the Code and except where stated otherwise,
its compliance with the best practices of the Code for the year ended
31 October 2009.
A. BOARD OF DIRECTORS
The Board
The Company is led and controlled by the Board which assumes
overall responsibility for corporate governance, strategic direction
and investments made by the Company.
The Board delegates certain responsibilities to the Board
Committees, all of which operate within defined terms of
reference to assist the Board in the execution of its duties
and responsibilities. The Board Committees include the Audit
Committee, Employees Share Option Scheme Committee,
Executive Committee, Nomination Committee, Remuneration
Committee and Risk Management Committee. The respective
Committees report to the Board on matters considered and
their recommendation thereon. The ultimate responsibility for
the final decision on all matters, however, lies with the Board.
The composition of the Board Committees are set out on page
42 of this Annual Report.
Board Balance
The Board at the date of this statement consists of twelve
(12) members, comprising four (4) Executive Directors and
eight (8) Non-Executive Directors. Four (4) out of the eight
(8) Non-Executive Directors, are independent which fulfils
the prescribed requirement for one third of the Board to
be independent as stated in Paragraph 15.02 of the Listing
Requirements of Bursa Malaysia Securities Berhad. (Bursa
Securities Listing Requirements). A brief profile of each Director
is presented in page 47 to 53 of this Annual Report. The current
composition of the Board provides the Group with a wealth of
knowledge, experience, and core competencies to draw on with
a comprehensive mix of skills which includes legal, financial,
technical, banking and business expertise which are vital for
the continued successful direction of the Group.
There is a clear segregation of responsibilities between the
Chairman and the President to ensure a balance of power
and authority. The Chairman is responsible for conducting
meetings of the Board and shareholders and ensuring all
Directors are properly briefed during Board discussion and
shareholders are informed of the subject matters requiring
their approval. The President is responsible for the overall
management of the Group, ensuring that strategies, policies
and matters set by the Board are effectively implemented. All
Directors are jointly responsible for determining the Groups
strategic business direction.
The Executive Directors together with the Executive Vice
Presidents of the Group are responsible for overseeing the
day-to-day management of financial and operational matters
in accordance with the objectives and business strategies
established by the Board. The Independent Non-Executive
Directors fulfill a pivotal role in corporate accountability; providing
unbiased and independent views, advice and evaluation of the
strategies proposed by executive members of the Board and
management, ensuring that the long term interests of all
stakeholders, namely the Companys shareholders, employees,
customers, business associates and the community as a whole,
are always well protected.
Board Meetings
The Board meets at least once every quarter and additional
meetings are convened as and when necessary. Meetings are
scheduled at the start of each financial year to enable Board
members to plan their schedules accordingly. All proceedings,
deliberations and conclusions of the Board Meetings are duly
minuted and signed by the Chairman of the Meeting. During the
financial year under review, the Board met five times and the
attendance record for each Director is as follows:
57
S P SETIA BERHAD GROUP
Annual Report 2009
Total Percentage
Meetings of
Name of Director Attended Attendance (%)
Tan Sri Abdul Rashid
Bin Abdul Manaf 5/5 100
Tan Sri Dato Sri Liew Kee Sin 5/5 100
Dato Voon Tin Yow 5/5 100
Yap Kok Weng
#
3/3 100
Teow Leong Seng * 4/4 100
Khor Chap Jen
^
2/2 100
Chang Khim Wah 5/5 100
Tan Sri Datuk Seri Lee Lam Thye 5/5 100
Tan Sri Dato Hari Narayanan
A/L Govindasamy 5/5 100
Dato Leong Kok Wah 5/5 100
Datuk Ismail Bin Adam 5/5 100
Ng Soon Lai @ Ng Siek Chuan 5/5 100
Tan Sri Dato Dr. Wan Mohd
Zahid Bin Mohd Noordin
3/3 100
Dato Noor Farida Binti Mohd Ariffin 2/3 67
Notes
#
Mr Yap resigned from the Board w.e.f 20.07.2009
* Mr Teow resigned from the Board on 18.06.2009 and
was subsequently re-appointed on 20.07.2009
^
Mr Khor resigned from the Board w.e.f 18.06.2009
Tan Sri Dato Dr. Wan Mohd Zahid and Dato Noor Farida
were appointed to the Board w.e.f 18.06.2009
All the directors have complied with the minimum 50%
attendance requirement in respect of Board meetings as
stipulated by the Bursa Securities Listing Requirements.
Supply of Information
The Directors have full and unrestricted access to all information
pertaining to the Groups business and affairs including inter
alia, financial results, annual budgets, business reviews
against business plans and progress reports on the Groups
developments and business strategies, to enable them to
discharge their duties effectively. All Directors are provided with
the agenda together with the Board papers prior to the Board
Meetings to allow sufficient time for the Directors to review,
consider and deliberate knowledgeably on the issues and,
where necessary, to obtain further information and explanations
to facilitate informed decision making.
In addition there is a schedule of matters reserved specifically
for the Boards decision which includes the approval of
corporate plans and budgets, material acquisitions and disposals
of assets, major capital projects, financial results, dividend
recommendations and Board appointments.
Senior management officers and external advisers may be
invited to attend Board Meetings when necessary, to furnish the
Board with explanations and comments on the relevant agenda
items tabled at the Board meetings or to provide clarification
on issue(s) that may be raised by any Director.
All Directors have access to the advice and services of the
Company Secretary and Senior Management and may seek
independent professional advice, at the Companys expense, if
required, in furtherance of their duties.
Appointment and Re-election to the Board
The Nomination Committee comprises entirely of Independent
Non-Executive Directors. Members of the Nomination Committee
are listed on page 42 of this Annual Report. The Nomination
Committee is empowered to identify and recommend new
appointments of Executive and Non Executive Directors to the
Board. In discharging this duty, the Nomination Committee will
assess the suitability of an individual to be appointed to the Board
by taking into account the individuals skills, knowledge, expertise
and experience, professionalism and integrity. All decisions on
appointments are made by the Board of Directors after considering
the recommendations of the Nomination Committee.
In accordance with the Companys Articles of Association, all
Directors shall retire from office at least once every three (3)
years but shall be eligible for re-election.
58
CORPORATE GOVERNANCE STATEMENT
Directors Training
All Directors have attended the Mandatory Accreditation Programme
prescribed by Bursa Malaysia Securities Berhad (Bursa Securities).
During the financial year, Directors and senior management
attended the following training programmes and seminars to
further broaden their skills, knowledge and perspectives to keep
them abreast with new and relevant developments pertaining to
changes in legislation, regulations and the market place:
(1) Corporate Governance Guide-Towards Boardroom Excellence;
(2) FRS Application Course on the following:
Financial Statements Presentation and Disclosures;
Accounting for Non-Current Non Financial Assets;
Accounting for Revenue, Inventories, Borrowing
Costs, Provisions and Income Taxes;
Group Financial Statements and Business Combinations;
Accounting for Specific Transactions;
Accounting for Financial Instruments;
Additional Disclosures for Public Listed Companies.
(3) Essentials of Fundamental Analytics: Analysing Company
Performance;
(4) Economics and Capital Markets: Forces Shaping Global
Capital Markets;
(5) Corporate Strategic Analytics: Essentials of Corporate
Proposal Analysis;
(6) Corporate Governance and Ethi cs: Strengtheni ng
Professionalism through Ethics; and
(7) Developing Key Performance Indicators to enhance
organization performance.
The Directors will continue to undergo other relevant training
programmes and seminars to ensure that they remain well-
equipped with the relevant knowledge as well as emergent
strategic directions and ideas to discharge their duties
effectively.
B. DIRECTORS REMUNERATION
Objective
The Companys remuneration policy for Directors is tailored
to support the Companys overall objective of delivering long-
term value to its shareholders. The remuneration packages are
designed to encourage the creativity and innovation appropriate
for a property, infrastructure and construction company of its
size and to enable the Company to recruit and retain individuals
of the necessary calibre relevant to the achievement of the
Companys strategic objectives.
Remuneration Procedures
The Remuneration Committee, consisting wholly of Independent
Non-Executive Directors, recommends to the Board the
remuneration package for the Executive Directors. It is the
ultimate responsibility of the entire Board to approve the
remuneration of these Directors with the Executive Directors
concerned abstaining from deliberations and voting on their
own remuneration.
The determination of the remuneration of the Non-Executive
Directors is a matter decided by the Board as a whole, with the
Non-Executive Directors concerned abstaining from deliberations
and voting on their own remuneration.
Remuneration Package
The remuneration package of Directors is as follows:
(a) Basic salary
The basic salary (inclusive of statutory employers
contributions to the Employees Provident Fund) for each
Executive Director is recommended by the Remuneration
Committee, taking into account the individual responsibility,
contribution, performance, and additional responsibilities
of the Directors, as well as the market-rate for similar
positions in comparable companies.
(b) Allowance
The allowance given to the Non-Executive Directors is based
on the experience and level of responsibilities undertaken
by the particular Non-Executive Director concerned.
59
S P SETIA BERHAD GROUP
Annual Report 2009
(c) Bonus scheme
The Group operates a bonus scheme for all employees, including the Executive Directors. The criteria for the scheme include the level of
profit achieved by the Group from its business activities against targets, together with an assessment of each individuals performance
during the period. Bonuses payable to the Executive Directors are reviewed by the Remuneration Committee and approved by the
Board.
(d) Benefits-in-kind
Other benefits (such as chauffeur, security services and travelling allowance) are made available as appropriate.
The details of the remuneration of each Director of the Company who served during the financial year ended 31 October 2009 are as
follows:
Basic Benets-
Salary Allowance Bonus in-kind Total
Category RM000 RM000 RM000 RM000 RM000
Executive Directors
Tan Sri Dato Sri Liew Kee Sin 4,376.78 3,136.00 856.65 8,369.43
Dato Voon Tin Yow 2,920.78 1,792.00 256.73 4,969.51
Yap Kok Weng
(resigned w.e.f 20.07.2009) 844.21 537.60 40.67 1,422.48
Teow Leong Seng
(resigned on 18.06.2009 and
re-appointed on 20.07.2009) 915.98 459.20 20.24 1,395.42
Khor Chap Jen
(resigned w.e.f 18.06.2009) 738.63 537.60 3.78 1,280.01
Chang Khim Wah 1,066.51 498.40 5.19 1,570.10
Non-Executive Directors
Tan Sri Abdul Rashid Bin Abdul Manaf 1,103.71 28.48 1,132.19
Tan Sri Datuk Seri Lee Lam Thye 572.88 572.88
Tan Sri Dato Hari Narayanan A/L Govindasamy 221.65 221.65
Dato Leong Kok Wah 221.65 221.65
Datuk Ismail Bin Adam 153.45 153.45
Ng Soon Lai @ Ng Siek Chuan 136.40 136.40
Tan Sri Dato Dr Wan Mohd Zahid Bin Mohd Noordin
(appointed w.ef. 18.06.2009) 22.17 22.17
Dato Noor Farida Binti Mohd Arifn
(appointed w.e.f 18.06.2009) 22.17 22.17
60
CORPORATE GOVERNANCE STATEMENT
C. SHAREHOLDERS
Communications between the Company and Investors
The Company is aware that a key element of good corporate
governance is the effective communication and dissemination
of clear, relevant and comprehensive information which is
timely and readily accessible by all stakeholders. Effective
communication channels with the Companys shareholders,
stakeholders and the public are maintained through the
dissemination of press releases, press conferences, timely
announcements and disclosures made to Bursa Securities.
The Companys quarterly interim and full year audited financial
results are released within two (2) months from the end of
each quarter / financial year and the Annual Report, which
remains a key channel of communication, is published within
four (4) months after the financial year end. The Annual Report
is not merely a factual statement of financial information
and performance of the Group; but through the Chairmans
Statement and the Presidents Report provides an insightful
interpretation of the Groups performance, operations, and
other matters affecting shareholders interest. It is hoped that
such insights will allow shareholders and investors to make
more informed investment decisions based not only on past
performance but also the future direction of the Group.
Given the fact that the Group has a very strong following
amongst domestic and international institutional investors,
fund managers and equity research analysts, the Companys
Investor Relations Department (IR Department) plays a pivotal
role in providing ongoing updates on the Groups development
activities and conducting regular dialogues and discussions.
These meetings provide a vital avenue and direct channel of
communication where financial analysts and institutional fund
managers can gain a better understanding of the businesses
and direction of the Group; enter into constructive dialogues and
discussions based on the mutual understanding of objectives;
and where relevant feedback is factored into the Companys
business decisions.
To maintain a high level of transparency, corporate presentations
and financial information utilized during analyst and fund
manager briefings are also available on the Groups website:
www.spsetia.com.my
During the financial year, the Company participated in 6
investor conferences locally and abroad and in addition to that
had 133 meetings with 335 individual financial analysts and
investors. A total of 24 local and foreign research houses and
brokerages contribute to the Bloomberg earnings estimates for
the Company.
Annual General Meeting (AGM)
The Companys AGM remains the principal forum for dialogue
and communication with shareholders in particular private
investors. Shareholders are encouraged and given sufficient
time and opportunity to participate in the proceedings, ask
questions about the resolutions being proposed and the
operations of the Group, and communicate their expectations
and possible concerns. All Board members, senior management
and the Groups external auditor are available to respond to
shareholders questions during the AGM.
A press conference is held after each AGM whereat the President/
Chief Executive Officer, Deputy President/Chief Operating Officer,
Chief Financial Officer and Executive Vice Presidents together
with the relevant senior management would advise the media
on the resolutions approved by the shareholders and brief the
media on the operations, performance and financial results of
the Group for the year under review and clarify issues and
answer questions posed by the media. As such, the press
conferences are intended not only to promote the dissemination
of the financial results of the Group to as wide an audience as
possible, but also to keep the investing public and shareholders
updated on the progress and development of the business of
the Group.
61
S P SETIA BERHAD GROUP
Annual Report 2009
Any queries or concerns relating to the Group may be conveyed
to the following persons:
Tan Sri Dato Hari Narayanan A/L Govindasamy,
Chairman of the Audit Committee
Email address : hari@leighton.com.my
Telephone Number : 03-2035 1788
Fax Number : 03-2692 7187
Lee Wai Ngan
Chan Toye Ying
Company Secretaries
Email address : systems@ssassociates.com.my
Telephone Number : 03-2161 5466
Fax Number : 03-2163 6968
D. ACCOUNTABILITY AND AUDIT
Financial Reporting
In presenting the annual audited financial statements and
quarterly announcement of results to shareholders, the Directors
aim to present a balanced and understandable assessment of
the Groups position and prospects. The Audit Committee assists
the Board by reviewing the information to be disclosed, to
ensure completeness, accuracy and adequacy prior to release
to Bursa Securities and Securities Commission.
Internal Control
The Statement on Internal Control set out on page 66 of this
Annual Report provides an overview of the state of internal
controls within the Group.
Relationship with Auditors
The Board via the Audit Committee maintains a formal and
transparent professional relationship with the Groups auditors,
both internal and external. The role of the Audit Committee in
relation to the auditors is described in the Audit Committee
Report set out on page 63 to page 65 of this Annual Report.
Directors Responsibility Statement
The Directors are required by the Companies Act, 1965 to
prepare financial statements for each financial year which have
been made out in accordance with the provisions of the Act and
applicable approved accounting standards and give a true and
fair view of the state of affairs of the Group and Company at
the end of the financial year and of the results and cash flows
of the Group and Company for the financial year.
The Directors are satisfied that in preparing the financial
statements of the Group and of the Company for the financial
year ended 31 October 2009, the Group has used the
appropriate accounting policies and applied them consistently.
The Directors are also of the view that relevant approved
accounting standards have been followed in the preparation of
these financial statements.
ADDITIONAL COMPLIANCE INFORMATION
OPTIONS, WARRANTS OR CONVERTIBLE SECURITIES
During the financial year ended 31 October 2009, 68,988,500 options
were granted pursuant to the Employees Share Option Scheme but
have not been vested and hence, are not exercisable by employees.
During the financial year, 107,350 warrants were exercised from
the 160,360,647 outstanding detachable warrants 2008/2013. The
Company did not issue any convertible securities during the financial
year ended 31 October 2009.
NON-AUDIT FEES
There were no non-audit fees paid by the Group to the external
auditors for the financial year ended 31 October 2009.
62
CORPORATE GOVERNANCE STATEMENT
MATERIAL CONTRACTS
There were no material contracts entered into by the Company and
its subsidiaries involving directors and major shareholders interest
which were still subsisting as at the end of the financial year under
review or which were entered into since the end of the previous
financial year except as disclosed in note 47(a) of the financial
statements.
RECURRENT RELATED PARTY TRANSACTIONS
At the Thirty Fourth Annual General Meeting of the Company held
on 25 February 2009, the Company had obtained the approval for
the renewal of the shareholders mandate to enter into recurrent
related party transactions of a revenue or trading nature, which are
necessary for its day-to-day operations and in the ordinary course of
its business, with related parties.
The said mandate took effect on 25 February 2009 and will continue
until the conclusion of the forthcoming Annual General Meeting of
the Company.
At the forthcoming Annual General Meeting to be held on 3 March
2010, the Company intends to seek its shareholders approval to
renew the existing mandate for recurrent related party transactions of
a revenue or trading nature. The details of the shareholders mandate
to be sought will be furnished in the Circular to Shareholders dated
9 February 2010 attached to this Annual Report.
REVALUATION OF LANDED PROPERTIES
The Company does not have a revaluation policy on landed
properties.
63
S P SETIA BERHAD GROUP
Annual Report 2009
AUDIT COMMITTEE REPORT
MEMBERS OF THE AUDIT COMMITTEE
TAN SRI DATO HARI NARAYANAN A/L GOVINDASAMY
(Chairman & Independent Non-Executive Director)
DATO LEONG KOK WAH
(Independent Non-Executive Director)
DATUK ISMAIL BIN ADAM
(Independent Non-Executive Director)
NG SOON LAI @ NG SIEK CHUAN
(Independent Non-Executive Director)
SECRETARIES
LEE WAI NGAN
CHAN TOYE YING
TERMS OF REFERENCE
1.0 Purpose
The primary objective of the Audit Committee (as a sub-committee
of the Board) is to assist the Board in the effective discharge
of its fiduciary responsibilities for corporate governance, timely
and accurate financial reporting and development of sound
internal controls.
2.0 Composition
i. The Audit Committee shall be appointed by the Directors
amongst their numbers, who fulfils the following
requirements:
comprised no fewer than 3 members;
all members must be non-executive Directors;
all members should be financially literate and
at least one member must be a member of the
Malaysian Institute of Accountants or having the
relevant qualifications and experience as specified in
the Listing Requirements of Bursa Malaysia Securities
Berhad.
ii. The Chairman of the Audit Committee shall be an
Independent Director.
3.0 Reporting Responsibilities
The Audit Committee will report to the Board on the nature
and extent of the functions performed by it and may make
such recommendations to the Board on any audit and financial
reporting matters as it may think fit.
4.0 Attendance at Meetings
i. The Chief Financial Officer, Head of Internal Audit and
a representative of the External Auditor shall normally
attend meetings.
ii Other Directors and employees may attend any particular
Audit Committee meeting only upon the invitation of the
Audit Committee specific to the relevant meeting.
iii. The Company Secretary shall be the secretary of the
Committee.
5.0 Frequency of Meetings
A minimum of four (4) meetings a year shall be planned,
although additional meetings may be called at any time at the
Chairmans discretion.
The Committee should meet with the External Auditors without
Executive Board members present at least twice a year.
The Audit Committee would meet regularly, with due notice of
issues to be discussed, and should record its conclusions in
discharging its duties and responsibilities.
The Chairman of the Audit Committee would engage on
a continuous basis with Senior Management, such as the
Chairman, the Chief Executive Officer, the Chief Financial Officer,
the Head of Internal Audit and the External Auditors in order to
keep abreast of matters affecting the Group.
The Audit Committee held four (4) meetings during the financial
year ended 31 October 2009. The details of attendance of the
Audit Committee members are as follows:
Total attendance
Name of Audit Committee Member of meetings
Tan Sri Dato Hari Narayanan A/L Govindasamy 4/4
Dato Leong Kok Wah 4/4
Datuk Ismail Bin Adam 4/4
Ng Soon Lai @ Ng Siek Chuan 4/4
The Chief Financial Officer, Head of Internal Audit and the
External Auditors have attended the abovesaid meetings together
with the Audit Committee members.
64
AUDIT COMMITTEE REPORT
6.0 Quorum
The quorum for a meeting shall be two (2) members.
The majority of members present shall be Independent Directors.
7.0 Authority
i. The Audit Committee is authorised by the Board to
investigate any activity within its Terms of Reference.
It is authorised to seek any information it requires from
any employee for the purpose of discharging its functions
and responsibilities.
ii. The Committee may, with the approval of the Board,
obtain legal or other advice from independent professionals
and appoint external parties with relevant experience
and expertise to assist the Committee if it considers
this necessary.
8.0 Duties
The duties of the Committee shall be:
i. To consider the appointment of the External Auditors,
the audi t fees and any questi ons of resi gnati on
or dismissal.
ii. To review the nature and scope of the audit by the
External Auditors before commencement.
iii. To review the quarterly and year end financial statements
before submission to the Board, focusing particularly on:
any changes in accounting policies and practices;
significant audit adjustments from the external
auditors;
the going concern assumption; and
compliance with accounting standards and other
legal requirements.
iv. To discuss problems and reservations arising from
the interim and final audits and any matter the auditors
may wish to discuss (in the absence of management,
where necessary).
v. To review the External Auditors management letter and
managements response.
vi. To do the following, in relation to the internal audit
function:
review the adequacy of the scope, functions and
resources of the internal audit function, and that it
has the necessary authority to carry out its work;
review the internal audit programme and results of
the internal audit process and, where necessary,
ensure that appropriate actions are taken on the
recommendations of the internal audit function;
revi ew any apprai sal or assessment of the
performance of members of the internal audit
function;
approve any appointment or termination of senior
staff members of the internal audit function; and
take cognizance of resignations of internal audit
staff members and provide the resigning staff
member an opportunity to submit reasons for
resigning.
vii. To review any related party transactions that may arise
within the Company or Group.
viii. To consider other related matters, as defined by
the Board.
65
S P SETIA BERHAD GROUP
Annual Report 2009
SUMMARY OF ACTIVITIES OF THE COMMITTEE
DURING THE YEAR
The Audit Committee met four times during the financial year ended
31 October 2009. The activities of the Audit Committee for the
financial year were summarised as follows:
(a) Reviewed the quarterly financial results announcements for
each quarter of the Group prior to the Board of Directors
approval, focusing particularly on:
the overall performance of the Group;
the prospects for the Group;
the changes in or implementation of major accounting
policy changes; and
compliance with accounting standards and other legal
requirement.
(b) Discussed significant audit findings in respect of the financial
statements of the Group with the External Auditors;
(c) Reviewed the reports prepared by the Internal Auditors on the
state of internal control of the Group; and
(d) Reviewed the related party transactions entered into by the
Company and the Group.
INTERNAL AUDIT FUNCTION
The Group has an in-house Internal Audit Department that directly
reports to the Audit Committee. The Committee is aware of the fact
that an independent and adequately resourced internal audit function
is essential to assist in obtaining the assurance it requires regarding
the effectiveness of the system of internal controls.
The internal audit activities carried out for the financial year include,
inter alia, the following:
Ascertained the extent of compliance with the established
Group policies, procedures and statutory requirements;
Reviewed the system of internal controls and key operating
processes based on the approved annual plan by adopting a
risk based approach and recommending improvements to the
existing system of controls.
Reviewed related party transactions.
Arising from the above activities, Internal Audit reports, incorporating
the audit findings, audit recommendations and management response
were issued to the Audit Committee. Follow-up audit was also
conducted and the status of implementation on the agreed upon
recommendations were issued to the Audit Committee.
STATEMENT ON EMPLOYEES SHARE OPTION SCHEME
The Audit Committee has reviewed and verified that during the
financial year ended 31 October 2009, the allocation of share options
pursuant to the ESOS to eligible employees of S P Setia Berhad Group
had been made in accordance with the eligibility and entitlement
criteria determined by the ESOS Committee and the share options
have been granted in accordance with the By-Laws.
66
INTERNAL CONTROL STATEMENT
BOARD RESPONSIBILITY
The Board acknowledges that it is responsible for the Groups system
of internal control and for reviewing its adequacy and integrity. The
system is designed to provide reasonable assurance of effective
operations and compliance with laws and regulations. The Board
ensures the effectiveness of the system through regular reviews.
The system of internal control is designed to manage rather than
eliminate the risk of failure to achieve business objectives, and as
such, can only provide reasonable but not absolute assurance against
material misstatement or loss.
RISK MANAGEMENT
The Board is pleased to disclose that there is an ongoing process
for identifying, evaluating and managing significant risks faced by the
Group throughout the financial year.
The said process is regularly reviewed by the Board and accords with
the Statement of Internal Control Guidance for Directors or Public
Listed Companies.
INTERNAL CONTROL
The Board summarises below the process applied in reviewing the
adequacy and integrity of the system of internal control:
a) The Board has appointed the Audit Committee to examine the
effectiveness of the Groups system of internal control on behalf
of the Board. This is accomplished through the review of the
Group Internal Audit Departments work, which focused on
areas of priority as identified by risk analysis and in accordance
with the annual audit plan approved by the Audit Committee.
b) The Groups Risk Management Framework is outlined in the
Risk Management Policy. The Group has a Risk Management
Committee who reports to the Board on quarterly basis on all
major risk areas. The Risk Management Committee coordinates
the overall risk management activities within the Group.
c) The framework of the Groups system of internal control and
key procedure include:
There is in place an organisation structure, which formally
defines lines of responsibility and delegation of authority.
Key functions such as finance, tax, treasury, corporate,
legal matters and contract awarding are controlled
centrally.
There is a strategic planning, annual budgeting and
target-setting process, which includes forecasts for each
area of business with detailed reviews at all levels of
operations. The Board reviews and approves the annual
budget.
Actual performance compared with budget is reviewed
with detailed explanation of any major variances.
The President/Chief Executive Officer, Deputy President/
Chief Operating Officer and Executive Vice-Presidents
meet on a monthly basis with all Divisional Heads and
Business Unit Heads to consider the Groups financial
performance, business development, management and
corporate issues.
Standard Operating Procedures which include policies and
procedures within the Group are in place and continuously
updated.
The Divisional Heads and Business Unit Heads are
responsible for the identification and evaluation of
significant risks applicable to their areas of business
together with the design and operation of suitable internal
controls.
Corporate values, which emphasise ethical behavior,
quality products and services are set out in the Groups
Employee Handbook.
The Groups system of internal control does not apply to Associate
Companies and Jointly Controlled Entities where the Group does not
have full management control over them.
S P SETIA BERHAD GROUP
Annual Report 2009
FINANCIAL
STATEMENTS
Corporate Information 68
Directors Report 69
Independent Auditors Report 74
Balance Sheets 76
Income Statements 78
Consolidated Statement of Changes in Equity 79
Company Statement of Changes in Equity 80
Cash Flow Statements 81
Notes to the Financial Statements 84
Statement by Directors 152
Statutory Declaration 152
68
CORPORATE INFORMATION
DOMICILE
Malaysia
LEGAL FORM AND PLACE OF INCORPORATION
Public listed company limited by way of shares incorporated
in Malaysia under the Companies Act, 1965
REGISTERED OFFICE
Plaza 138, Suite 18.03
18th Floor, 138 Jalan Ampang
50450 Kuala Lumpur
PRINCIPAL PLACE OF BUSINESS
Setia Corporate Tower
5A, Jalan Setia Nusantara U13/17
Seksyen U13 Setia Alam
40170 Shah Alam
Selangor Darul Ehsan
Malaysia
69
S P SETIA BERHAD GROUP
Annual Report 2009
DIRECTORS REPORT For the year ended 31 October 2009
The directors have pleasure in submitting their report and the audited nancial statements of the Group and of the Company for the nancial year
ended 31 October 2009.
PRINCIPAL ACTIVITIES
The Company is engaged in business as building contractors. It is also an investment holding company. The principal activities of the subsidiary
companies are indicated in note 7 to the nancial statements.
There have been no signicant changes in the nature of these activities during the nancial year.
RESULTS
Group Company
RM000 RM000
Prot attributable to shareholders of the Company 171,233 8,218
Retained earnings brought forward 945,936 652,457
Prot available for appropriation 1,117,169 660,675
Dividends (114,390) (114,390)
Retained earnings carried forward 1,002,779 546,285
DIVIDENDS
During the nancial year, the Company paid the following dividends:
(a) A nal dividend of 10 sen per ordinary share of RM0.75 each less 25% income tax amounting to RM76,260,434 in respect of the nancial
year ended 31 October 2008, as proposed in the directors report for that year; and
(b) An interim dividend of 5 sen per ordinary share of RM0.75 each less 25% income tax amounting to RM38,130,215 in respect of the nancial
year ended 31 October 2009.
The directors now recommend a nal dividend of 9 sen per ordinary share of RM0.75 each less 25% income tax amounting to RM68,634,393 in
respect of the nancial year ended 31 October 2009.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the nancial year except as disclosed in the statements of changes in
equity set out on pages 79 and 80.
ISSUE OF SHARES AND DEBENTURES
During the nancial year, the Company increased its paid up share capital from 1,016,698,468 to 1,016,805,818 by the issuance of 107,350 new
ordinary shares of RM0.75 each for cash arising from the exercise of Warrants at an exercise price of RM4.48 per ordinary share.
The new ordinary shares rank pari passu in all respects with the existing ordinary shares.
The Company did not issue any debentures during the nancial year.
70
EMPLOYEES SHARE OPTIONS SCHEME
Options granted under the employees share options scheme (ESOS) during the nancial year were as follows:
Date options granted Exercise price At 1.11.2008 Granted Exercise At 31.10.2009
RM
6 May 2009 2.96 68,988,500 68,988,500
The main features of the ESOS are disclosed in note 24 to the nancial statements.
DIRECTORS
The directors in ofce since the date of the last report are:
Tan Sri Abdul Rashid Bin Abdul Manaf
Tan Sri Dato Sri Liew Kee Sin
Dato Voon Tin Yow
Tan Sri Dato Hari Narayanan A/L Govindasamy
Dato Leong Kok Wah
Datuk Ismail Bin Adam
Ng Soon Lai @ Ng Siek Chuan
Chang Khim Wah
Tan Sri Datuk Seri Lee Lam Thye
Tan Sri Dato Dr Wan Mohd Zahid Bin Mohd Noordin (Appointed on 18.06.2009)
Dato Noor Farida Binti Mohd Arifn (Appointed on 18.06.2009)
Teow Leong Seng (Resigned on 18.06.2009, re-appointed on 20.07.2009)
Yap Kok Weng (Resigned on 20.07.2009)
Khor Chap Jen (Resigned on 18.06.2009)
In accordance with the Companys Articles of Association, Mr Teow Leong Seng, Tan Sri Dato Dr Wan Mohd Zahid Bin Mohd Noordin and Dato Noor
Farida Binti Mohd Arifn who were appointed subsequent to the last annual general meeting retire at the forthcoming annual general meeting with
Tan Sri Abdul Rashid Bin Abdul Manaf, Dato Voon Tin Yow and Dato Leong Kok Wah who retire by rotation. The retiring directors, being eligible,
offer themselves for re-election.
DIRECTORS REPORT For the year ended 31 October 2009 (Contd)
71
S P SETIA BERHAD GROUP
Annual Report 2009
DIRECTORS REPORT For the year ended 31 October 2009 (Contd)
DIRECTORS INTEREST IN SHARES, SHARE OPTIONS AND WARRANTS
The following directors who held ofce at the end of the nancial year had an interest in shares in the Company during the nancial year required
to be disclosed in accordance with Section 169(6)(g) of the Companies Act, 1965, as follows:
No. of ordinary shares of RM0.75 each
At
1.11.2008/
date of At
appointment Acquired Disposed 31.10.2009
Tan Sri Abdul Rashid Bin Abdul Manaf
direct 67,000 67,000
indirect 7,074,000 104,000 7,178,000
Tan Sri Dato Sri Liew Kee Sin
direct 93,463,839 93,463,839
indirect 28,201,297 28,201,297
Dato Voon Tin Yow
direct 19,932 19,932
Teow Leong Seng
direct 10,933 10,933
Chang Khim Wah
direct 62,106 62,106
Tan Sri Datuk Seri Lee Lam Thye
indirect 18,000 18,000
The following directors had an interest in share options under the ESOS and in Warrants of the Company during the nancial year as follows:
No. of unissued shares of RM0.75 each
At
1.11.2008/
Exercise date of At
price appointment Granted Exercised 31.10.2009
RM
Dato Voon Tin Yow 2.96 3,000,000 3,000,000
Teow Leong Seng 2.96 3,000,000 3,000,000
Chang Khim Wah 2.96 3,000,000 3,000,000
72
DIRECTORS INTEREST IN SHARES, SHARE OPTIONS AND WARRANTS (CONTD)
No. of Warrants
At
1.11.2008/
date of At
appointment Acquired Disposed 31.10.2009
Tan Sri Abdul Rashid Bin Abdul Manaf
indirect 1,150,000 900,000 2,050,000
Tan Sri Dato Sri Liew Kee Sin
direct 15,747,403 15,747,403
indirect 14,970,235 14,970,235
Dato Voon Tin Yow
direct 1,768,402 1,768,402
Teow Leong Seng
direct 1,822 1,822
Chang Khim Wah
direct 13,700 13,700
Tan Sri Datuk Seri Lee Lam Thye
indirect 3,000 3,000
By virtue of his interests in shares in the Company, Tan Sri Dato Sri Liew Kee Sin is also deemed to have interests in shares in all its subsidiary
companies to the extent the Company has an interest.
DIRECTORS BENEFITS
Since the end of the previous nancial year, no director of the Company has received or become entitled to receive any benet (other than a benet
included in the aggregate amount of emoluments received or due and receivable by the directors shown in the nancial statements or the xed
salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with the director or with a
rm of which the director is a member, or with a company in which the director has a substantial nancial interest except for any benet which
may be deemed to have arisen from the transactions disclosed in note 47(a) to the nancial statements.
Neither during nor at the end of the nancial year was the Company a party to any arrangements whose object is to enable the directors of the
Company to acquire benets by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.
OTHER STATUTORY INFORMATION
(a) Before the income statements and balance sheets of the Group and of the Company were made out, the directors took reasonable steps:
(i) to ascertain the action taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satised
themselves that all known bad debts had been written off and adequate allowance had been made for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to realise in the ordinary course of business their values as shown in the accounting
records of the Group and of the Company had been written down to an amount which they might be expected so to realise.
DIRECTORS REPORT For the year ended 31 October 2009 (Contd)
73
S P SETIA BERHAD GROUP
Annual Report 2009
OTHER STATUTORY INFORMATION (CONTD)
(b) At the date of this report, the directors are not aware of any circumstances:
(i) which would render the amount written off for bad debts or the amount of the allowance for doubtful debts in the nancial statements
of the Group and of the Company inadequate to any substantial extent; or
(ii) which would render the values attributed to the current assets in the nancial statements of the Group and of the Company misleading; or
(iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company
misleading or inappropriate.
(c) At the date of this report, there does not exist:
(i) any charge on the assets of the Company or its subsidiary companies which has arisen since the end of the nancial year which
secures the liabilities of any other person; or
(ii) any contingent liability of the Company or its subsidiary companies which has arisen since the end of the nancial year.
(d) No contingent or other liability of the Company or its subsidiary companies has become enforceable or is likely to become enforceable within
the period of twelve months after the end of the nancial year which, in the opinion of the directors, will or may affect the ability of the
Company or its subsidiary companies to meet their obligations as and when they fall due.
(e) At the date of this report, the directors are not aware of any circumstances, not otherwise dealt with in this report or the nancial statements
of the Group and of the Company which would render any amount stated in the respective nancial statements misleading.
(f) In the opinion of the directors:
(i) the results of the operations of the Group and of the Company for the nancial year were not substantially affected by any item,
transaction or event of a material and unusual nature; and
(ii) there has not arisen in the interval between the end of the nancial year and the date of this report any item, transaction or event
of a material and unusual nature likely to affect substantially the results of the operations of the Group and of the Company for the
nancial year in which this report is made.
AUDITORS
The auditors, Mazars, Chartered Accountants, have expressed their willingness to continue in ofce.
Signed on behalf of the directors in accordance with a directors resolution dated 10 December 2009
TAN SRI DATO SRI LIEW KEE SIN DATO VOON TIN YOW
Director Director
Kuala Lumpur
DIRECTORS REPORT For the year ended 31 October 2009 (Contd)
74
INDEPENDENT AUDITORS REPORT To the members of S P Setia Berhad
REPORT ON THE FINANCIAL STATEMENTS
We have audited the nancial statements of S P Setia Berhad, which comprise the balance sheets as at 31 October 2009 of the Group and of the
Company, and the income statements, statements of changes in equity and cash ow statements of the Group and of the Company for the year
then ended, and a summary of signicant accounting policies and other explanatory notes, as set out on pages 76 to 151.
Directors Responsibility for the Financial Statements
The directors of the Company are responsible for the preparation and fair presentation of these nancial 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 nancial 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 nancial 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 nancial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the nancial statements. The procedures
selected depend on our judgement, including the assessment of risks of material misstatement of the nancial statements, whether due to fraud
or error. In making those risk assessments, we consider internal control relevant to the Companys preparation and fair presentation of the nancial
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 Companys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the nancial statements.
We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the nancial 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 nancial position of the Group and of the Company as of 31 October 2009 and of their
nancial performance and cash ows for the year then ended.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
In accordance with the requirements of the Companies Act 1965 in Malaysia, we also report the following:
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of
which we have acted as auditors have been properly kept in accordance with the provisions of the Act.
(b) We have considered the nancial statements and the auditors reports of all the subsidiaries of which we have not acted as auditors, which
are indicated in the nancial statements.
(c) We are satised that the nancial statements of the subsidiaries that have been consolidated with the Companys nancial statements are in
form and content appropriate and proper for the purposes of the preparation of the nancial statements of the Group and we have received
satisfactory information and explanations required by us for those purposes.
(d) The auditors reports on the nancial statements of the subsidiaries did not contain any qualication or any adverse comment material to the
consolidated nancial statements and did not include any adverse comment required to be made under Section 174(3) of the Act.
75
S P SETIA BERHAD GROUP
Annual Report 2009
INDEPENDENT AUDITORS REPORT To the members of S P Setia Berhad (Contd)
OTHER MATTERS
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act 1965 in Malaysia
and for no other purpose. We do not assume responsibility to any other person for the content of this report.
MAZARS GAN MORN GHUAT
No. AF: 1954 No. 1499/5/11 (J)
Chartered Accountants Partner
Kuala Lumpur
Date: 10 December 2009
76
BALANCE SHEETS 31 October 2009
Group Company
Note 2009 2008 2009 2008
RM'000 RM'000 RM'000 RM'000
As restated As restated
ASSETS
Non-current assets
Property, plant and equipment 3 146,014 89,821 312 200
Investment properties 4 197,587 178,236 1,105 1,157
Land held for property development 5 1,211,522 1,220,058
Prepaid lease payments 6 870 880 870 880
Investment in subsidiary companies 7 254,251 291,077
Investment in associated companies 8 2,282 2,730 650 650
Investment in jointly controlled entities 9 85,981 79,330
Other investments 10 337 553
Amounts owing by subsidiary companies 11 1,315,226 1,405,224
Amounts owing by associated companies 12 2 2
Amount owing by joint venture partner 13 7,166 6,447
Amounts owing by jointly controlled entities 14 15,900 302 58,600 286
Deferred tax assets 15 33,141 26,829 441
Total non-current assets 1,614,819 1,525,858 1,716,995 1,779,247
Current assets
Property development costs 16 897,949 853,984
Gross amount due from customers 17 39,464 53,479 5,080
Inventories 18 27,318 35,178
Accrued billings 19 135,872 105,567
Trade receivables 20 230,135 271,257 3,066
Amounts owing by subsidiary companies 11 152,172 159,652
Amounts owing by associated companies 1,309
Amounts owing by jointly controlled entities 14 19,367 10,944 29,295 26,720
Other receivables, deposits and prepayments 21 71,130 55,166 665 6,027
Current tax assets 30,656 25,460 22,704 10,421
Deposits 22 610,315 407,599 338,886 313,524
Cash and bank balances 23 275,226 215,083 8,045 3,228
Total current assets 2,337,432 2,035,026 551,767 527,718
TOTAL ASSETS 3,952,251 3,560,884 2,268,762 2,306,965
77
S P SETIA BERHAD GROUP
Annual Report 2009
BALANCE SHEETS 31 October 2009 (Contd)
Group Company
Note 2009 2008 2009 2008
RM000 RM000 RM000 RM000
As restated As restated
EQUITY AND LIABILITIES
Equity
Share capital 24 762,604 762,524 762,604 762,524
Share premium account 218,017 217,584 218,017 217,584
Option reserve (non-distributable) 6,988 6,988
Warrant reserve (non-distributable) 47,766 47,798 47,766 47,798
Exchange translation reserve (non-distributable) (933) 1,500
Retained earnings 1,002,779 945,936 546,285 652,457
Equity attributable to shareholders of the Company 2,037,221 1,975,342 1,581,660 1,680,363
Minority interests 357 358
Total equity 2,037,578 1,975,700 1,581,660 1,680,363
Non-current liabilities
Redeemable serial bonds 25 472,791 460,577 472,791 460,577
Redeemable cumulative preference shares 26 65,625 65,625
Amounts owing to subsidiary companies 11 132,991 131,738
Long term loans 27 568,768 490,907
Other loans 28 1,446 1,446
Hire purchase and nance lease liabilities 29 107 1,890
Deferred tax liabilities 30 981 1,194 9,521
Total non-current liabilities 1,109,718 1,021,639 615,303 592,315
Current liabilities
Gross amount due to customers 17 7,537 8,042 3,823 6,573
Trade payables 31 290,100 275,856 8,358 6,830
Progress billings 19 45,024 28,684
Amounts owing to subsidiary companies 11 5,853 4,660
Other payables and accruals 32 122,101 136,472 15,896 16,224
Hire purchase and nance lease liabilities 29 80 1,187
Short term borrowings 33 144,273 82,730
Bank overdrafts 34 186,167 21,100 37,869
Current tax liabilities 9,673 9,474
Total current liabilities 804,955 563,545 71,799 34,287
Total liabilities 1,914,673 1,585,184 687,102 626,602
TOTAL EQUITY AND LIABILITIES 3,952,251 3,560,884 2,268,762 2,306,965
Notes to and forming part of the nancial statements are set out on pages 84 to 151
Auditors Report Pages 74 to 75
78
INCOME STATEMENTS For the year ended 31 October 2009
Group Company
Note 2009 2008 2009 2008
RM000 RM000 RM000 RM000
As restated
Revenue 35 1,408,415 1,471,357 28,660 2,649
Cost of sales 36 (1,104,153) (1,090,573) (28,283) (2,674)
Gross prot 304,262 380,784 377 (25)
Other operating income 17,373 13,911 844 868
Selling and marketing expenses (32,171) (34,111)
Administrative and general expenses (86,461) (98,983) (29,133) (31,926)
Prot/(Loss) from operations 37 203,003 261,601 (27,912) (31,083)
Net prot from investing activities 38 36,609 44,109 75,282 68,011
Share of net prots less losses of associated companies (448) 4,401
Finance costs 39 (8,052) (12,244) (22,973) (21,157)
Prot before tax 231,112 297,867 24,397 15,771
Tax expense 40 (59,880) (84,412) (16,179) (8,026)
Prot for the year 171,232 213,455 8,218 7,745
Attributable to:
Shareholders of the Company 171,233 213,456 8,218 7,745
Minority interests (1) (1)
171,232 213,455 8,218 7,745
Basic earnings per share (sen) 41 16.8 21.0
Diluted earnings per share (sen) 41 16.7 *
Dividend per share (net of tax) (sen) 10.5 12.7 10.5 12.7
* Anti-dilutive
Notes to and forming part of the nancial statements are set out on pages 84 to 151
Auditors Report Pages 74 to 75
79
S P SETIA BERHAD GROUP
Annual Report 2009
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 October 2009
<-------------------- Attributable to shareholders of the Company ------------------------>
<--------------- Non-distributtable ---------------->
Exchange Distributable
Note Share Share Option Warrant translation retained Minority Total
capital premium reserve reserve reserve earnings Total interests equity
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
Balance at 1.11.2007 504,454 438,430 897,999 1,840,883 492 1,841,375
Translation differences
for the year 1,500 1,500 1,500
Prot for the year 213,456 213,456 (1) 213,455
Net income/(expense)
recognised directly
in equity 1,500 213,456 214,956 (1) 214,955
Dividends paid 42 (165,519) (165,519) (165,519)
Issue of Warrants 50,120 50,120 50,120
Issue of ordinary
shares pursuant to
bonus issue 252,227 (252,227)
exercise of Warrants 5,843 31,381 (2,322) 34,902 34,902
Acquisition of additional
shares in an existing
subsidiary company (133) (133)
Balance at 31.10.2008 762,524 217,584 47,798 1,500 945,936 1,975,342 358 1,975,700
Translation differences
for the year (2,433) (2,433) (2,433)
Prot for the year 171,233 171,233 (1) 171,232
Net (expense)/income
recognised directly
in equity (2,433) 171,233 168,800 (1) 168,799
Dividends paid 42 (114,390) (114,390) (114,390)
Issue of ordinary shares
pursuant to
exercise of Warrants 80 433 (32) 481 481
ESOS 6,988 6,988 6,988
Balance at 31.10.2009 762,604 218,017 6,988 47,766 (933) 1,002,779 2,037,221 357 2,037,578
Notes to and forming part of the nancial statements are set out on pages 84 to 151
Auditors Report Pages 74 to 75
80
<------------ Non-distributable ------------>
Distributable
Share Share Option Warrants retained
Note capital premium reserve reserve earnings Total
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
Balance at 1.11.2007 504,454 438,430 810,231 1,753,115
Prot for the year 7,745 7,745
Dividends paid 42 (165,519) (165,519)
Issue of Warrants 50,120 50,120
Issue of ordinary shares pursuant to
bonus issue 252,227 (252,227)
exercise of Warrants 5,843 31,381 (2,322) 34,902
Balance at 31.10.2008 762,524 217,584 47,798 652,457 1,680,363
Prot for the year 8,218 8,218
Dividends paid 42 (114,390) (114,390)
Options granted under ESOS 6,988 6,988
Issue of ordinary shares pursuant to
exercise of Warrants 80 433 (32) 481
Balance at 31.10.2009 762,604 218,017 6,988 47,766 546,285 1,581,660
Notes to and forming part of the nancial statements are set out on pages 84 to 151
Auditors Report Pages 74 to 75
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 October 2009
81
S P SETIA BERHAD GROUP
Annual Report 2009
CASH FLOW STATEMENTS For the year ended 31 October 2009
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
As restated As restated
CASH FLOWS FROM OPERATING ACTIVITIES
Prot before tax 231,112 297,867 24,397 15,771
Adjustments for:
Allowance for doubtful debts no longer required (80) (383) (1,298) (150)
Bad and doubtful debts 915 900 2,662
Depreciation
property, plant and equipment 9,043 9,810 119 103
investment properties 2,043 1,679 2 2
Loss/(Gain) on disposal of property, plant and equipment 2,268 (683) (22)
Property, plant and equipment written off 97 5,754
Amortisation of prepaid lease payments 10 10 10 10
Amortisation of bond discounts 12,214 10,948
Loss/(Prot) retained in associated companies 448 (4,401)
Realisation of prot of jointly controlled entities (2,074) (1,464)
Gain on disposal of an associated company (26,878)
Gain on disposal of an investment property (8,052)
Gain on disposal of quoted investment (25)
Impairment of investment properties 52 593 50 393
Impairment of investments in subsidiary companies 36,926
Employees' share options 6,834 1,519
Gain on deemed disposal of a subsidiary company (94)
Diminution in value of quoted investments/(write back) 166 (76)
Goodwill on acquisition written off 19
Discount on acquisition of jointly controlled entities (6,879) (43)
Development expenditure written off 129
Unrealised loss on foreign exchange 46
Inventories written down 133
Interest expense 8,052 12,244 10,759 10,209
Dividend income (74,000) (31,757)
Interest income (15,756) (23,345) (40,162) (37,191)
Rental income (11,642) (1,178) (3)
Operating prot/(loss) before working capital changes 216,532 270,639 (26,802) (31,687)
Changes in property development costs 111,108 169,047
Changes in accrued billings/progress billings (13,965) 9,856
Changes in gross amount due from/to customers 19,452 (22,011) 2,330 5,269
Changes in inventories 12,478 3,271
Changes in receivables 50,821 (46,754) 5,306 7,125
Changes in payables 33,173 3,740 3,335 1,526
Cash generated from/(used in) operations 429,599 387,788 (15,831) (17,767)
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 October 2009
82
Group Company
Note 2009 2008 2009 2008
RM000 RM000 RM000 RM000
As restated As restated
CASH FLOWS FROM OPERATING ACTIVITIES (CONTD)
Rental received 593 401
Interest received 4,932 6,465 17 697
Interest paid (50,019) (52,703) (72) (60)
Tax paid (71,552) (91,845) (709)
Net cash generated from/(used in) operating activities 313,553 250,106 (15,886) (17,839)
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land held for property development (171,650) (254,245)
Purchase of property, plant and equipment 43 (47,358) (110,929) (231) (25)
Purchase of investment properties (8,676) (6,889)
Proceeds from disposal of property, plant and equipment 6,159 842 22
Proceeds from disposal of associated company 82,670
Proceeds from disposal of investment property 15,583
Proceeds from disposal of other investment 75
Acquisition of additional shares in an existing
subsidiary company 44 (90) (90)
Subscription of additional shares in an existing
subsidiary company (100) _
Acquisition of additional shares in an existing
associated company (2,291)
Acquisition of additional shares in an existing
jointly controlled entity 45 1,138 (500)
Acquisition of preference shares in existing jointly entities (16,100)
Repayment from/(Advances to) subsidiary companies 150,942 (279,786)
Advances to associated companies (1,307) (2)
(Advances to)/Repayment from jointly controlled entities (23,649) 4,802 (57,236) 4,583
Advances to joint venture partner (195) (6,151)
Deposit and part consideration paid for acquisition of land (8,397)
Deposit refunded for acquisition of land 22,060
Development expenditure paid (22,535) (1,455)
Placement of xed deposits,
sinking fund, debt service reserve and escrow accounts (15,809) (6,828)
Dividend received from an associated company 1,009
Preference shares dividend received from an associated company 3,980
Dividends received 27,188 23,500
Interest received 9,777 16,584 12,418 13,395
Rental received 11,049 777 3
Net cash (used in)/generated from investing activities (246,091) (269,838) 132,481 (250,520)
CASH FLOW STATEMENTS For the year ended 31 October 2009 (Contd)
83
S P SETIA BERHAD GROUP
Annual Report 2009
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
As restated As restated
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares 481 34,902 481 34,902
Proceeds from issue of redemption bonds 449,629 449,629
Proceeds from issue of Warrants 50,120 50,120
Repayment from subsidiary companies 366 52,178
Drawdown of bank term loans 302,011 136,281
Repayment of bank term loans (185,421) (321,106)
Drawdown of bridging loan 892
Drawdown of banker acceptance 1,758
Repayment of banker acceptance (1,758)
Drawdown of revolving credit 57,580 48,700
Repayment of revolving credit (41,639) (55,200)
Repayment to a corporate shareholder (38)
Payment of hire purchase and nance lease liabilities (2,890) (1,595)
Interest paid (35) (184) (10,742) (5,738)
Dividends paid (114,390) (167,122) (114,390) (165,519)
Net cash generated from/(used in) nancing activities 14,831 176,145 (124,285) 415,572
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 82,293 156,413 (7,690) 147,213
EFFECT OF EXCHANGE RATE CHANGES (310) 248
CASH AND CASH EQUIVALENTS BROUGHT FORWARD 590,520 433,859 316,752 169,539
CASH AND CASH EQUIVALENTS CARRIED FORWARD 672,503 590,520 309,062 316,752
Represented by:
Deposits 587,604 403,159 338,886 313,524
Cash and bank balances 271,066 208,461 8,045 3,228
Bank overdrafts (186,167) (21,100) (37,869)
672,503 590,520 309,062 316,752
CASH FLOW STATEMENTS For the year ended 31 October 2009 (Contd)
Notes to and forming part of the nancial statements are set out on pages 84 to 151
Auditors Report Pages 74 to 75
84
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009
1. SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of preparation
The nancial statements comply with applicable approved Financial Reporting Standards (FRS) issued by the Malaysian Accounting
Standards Board and with the provisions of the Companies Act, 1965.
The measurement bases applied in the preparation of the nancial statements include cost, recoverable value, realisable value and fair
value. Estimates are used in measuring these values.
The nancial statements are presented in Ringgit Malaysia (RM), which is also the Companys functional currency. Unless otherwise
indicated, the amounts in these nancial statements have been rounded to the nearest thousand, unless otherwise stated.
(b) New FRSs, Amendments to FRSs and Interpretations that are not yet effective
The Group and the Company have not adopted the following new FRSs, Amendment to FRSs and Interpretations that have been issued:
New FRSs, Amendments to FRSs and Interpretations Effective for nancial
periods beginning on or after
FRS 4 Insurance Contracts 1 January 2010
FRS 7 Financial Instruments: Disclosures 1 January 2010
FRS 8 Operating Segments 1 July 2009
FRS 101 Presentation of Financial Statements (as revised in 2009) 1 January 2010
FRS 123 Borrowing Costs 1 January 2010
FRS 139 Financial Instruments: Recognition and Measurement 1 January 2010
Amendments to FRS 1 First-time Adoption of Financial Reporting Standards and Consolidated 1 January 2010
and FRS 127 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 1 January 2010
Amendments to FRS 7 Financial Instruments: Disclosures 1 January 2010
Amendments to FRS 132 Financial Instruments: Presentation 1 January 2010
Amendments to FRS 139 Financial Instruments: Recognition and Measurement 1 January 2010
Improvement to FRSs (2009) Improvement to FRSs (2009) 1 January 2010
IC Interpretation 9 Reassessment of Embedded Derivatives 1 January 2010
IC Interpretation 10 Interim Financial Reporting and Impairment 1 January 2010
IC Interpretation 11 FRS 2 Group and Treasury Share Transactions 1 January 2010
IC Interpretation 13 Customer Royalty Programmes 1 January 2010
IC Interpretation 14 FRS 119 The Limit on a Dened Benet Asset, Minimum Funding 1 January 2010
Requirements and their Interaction
The above new FRSs, Amendments to FRSs and Interpretations are expected to have no signicant impact on the nancial statements
of the Group and the Company upon their initial application except for the changes arising from the adoption of FRS 7 and FRS 139.
The Group and the Company are exempted from disclosing the possible impact to the nancial statements upon the initial application
of FRS 7 and FRS 139.
85
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTD)
(c) Signicant accounting judgements and estimates
The preparation of nancial statements requires management to exercise judgement in the process of applying the accounting policies. It
also requires the use of accounting estimates and assumptions that affect reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the balance sheet date, and reported amounts of income and expenses during the nancial year.
Although these estimates are based on managements best knowledge of current events and actions, historical experiences and various
other factors, including expectations for future events that are believed to be reasonable under the circumstances, actual results may
ultimately differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised and in any future periods affected.
(i) Critical judgement made in applying accounting policies
The followings are judgements made by management in the process of applying the Groups accounting policies that have the
most signicant effect on amounts recognised in the nancial statements:
Classication between investment properties and owner-occupied properties
The Group determines whether a property qualies as an investment property, and has developed certain criteria based on
FRS 140 in making that judgement.
In making its judgement, the Group considers whether a property generates cash ows largely independently of other assets
held by the Group. Owner-occupied properties generate cash ows that are attributable not only to the property, but also to other
assets used in the production or supply process.
Some properties comprise a portion that is held to earn rental or for capital appreciation and another portion that is held for use
in the production or supply of goods and services or for administrative purposes.
If these portions could be sold separately (or leased out separately under a nance lease), the Group accounts for the portions separately.
If the portions could not be sold separately, the property is accounted for as an investment property only if an insignicant portion
is held for use in the production and supply of goods and services or for administrative purposes.
Judgement is made on an individual property basis to determine whether ancillary services are so signicant that a property does
not qualify as investment property.
Revenue recognition of property development activities and construction contracts
The Group recognises property development activities and construction contracts based on the percentage of completion method.
The stage of completion of the property development activities and construction contracts is measured in accordance with the
accounting policies set out in (m) and (n) below.
Signicant judgement is required in determining the percentage of completion, the extent of the development project and contract
costs incurred, the estimated total revenue and total costs and the recoverability of the development project and contract. In
making these judgements, management relies on past experience and the work of specialists.
86
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTD)
(c) Signicant accounting judgements and estimates (contd)
(ii) Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources associated with estimation uncertainty at the balance sheet
date that have a signicant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
nancial period are discussed below:
Depreciation of property, plant and equipment and investment properties
Property, plant and equipment and investment properties are depreciated on a straight-line basis to write off their costs to their
residual values over their estimated useful lives. Management estimates the useful lives of these assets to be within 3 to 50
years for property, plant and equipment and 50 to 96 years for investment properties.
The carrying amounts of the Groups and Companys property, plant and equipment as at 31 October 2009 were RM146,014,000
and RM312,000 (2008 : RM89,821,000 and RM200,000), respectively.
The carrying amounts of the Groups and Companys investment properties as at 31 October 2009 were RM197,587,000 and
RM1,105,000 (2008 : RM178,236,000 and RM1,157,000), respectively.
Changes in the expected level of usage, physical wear and tear and technological development could impact the economic useful
lives and residual values of these assets, and therefore future depreciation charges could be revised.
Provision for stock obsolescence and inventories write down
Inventories are stated at the lower of cost and net realisable value. The Group estimates the net realisable value of inventories
based on an assessment of expected sales prices.
Inventories are reviewed on a regular basis and the Group will make a provision for excess or obsolete inventories based primarily
on historical trends and management estimates of expected and future product demand and related pricing.
The carrying amounts of the Groups inventories as at 31 October 2009 were RM27,318,000 (2008 : RM35,178,000).
Demand levels, technological advances and pricing competition could change from time to time. If such factors result in an
adverse effect on the Groups products, the Group might be required to reduce the value of its inventories and additional provisions
for slow moving inventories may be required.
Allowance for doubtful debts
The collectibility of receivables is assessed on an ongoing basis. An allowance for doubtful debts is made for any receivables
considered to be doubtful of collection.
The carrying amounts of the Groups and Companys trade and other receivables as at 31 October 2009 were RM343,698,000
and RM1,555,958,000 (2008 : RM345,427,000 and RM1,600,977,000), respectively.
The allowance for doubtful debts is made based on a review of all outstanding amounts as at the balance sheet date. A considerable
amount of judgement is required in assessing the ultimate realisation of these receivables, including the creditworthiness and the
past collection history of each customer. If the nancial condition of customers of the Group were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be required.
Income taxes
Signicant judgement is involved in determining the capital allowances and deductibility of certain expenses during the estimation
of the provision for income tax. There are certain transactions and computations for which the ultimate tax determination is
uncertain during the ordinary course of business.
87
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTD)
(c) Signicant accounting judgements and estimates (contd)
(ii) Key sources of estimation uncertainty (contd)
Income taxes (contd)
The Group and the Company recognise liabilities for expected tax issues based on estimates of whether additional taxes will be
due. Where the nal tax outcome of these matters is different from the amounts that were initially recognised, such differences
will impact the income tax and deferred tax provisions in the period in which such determination is made.
The carrying amounts of the Groups and the Companys tax assets as at 31 October 2009 were RM63,797,000 and RM22,704,000
(2008 : RM52,289,000 and RM10,862,000), respectively.
The carrying amounts of the Groups and the Companys tax liabilities as at 31 October 2009 were RM10,654,000 and
RM9,521,000 (2008 : RM10,668,000 and RM Nil), respectively.
Deferred tax assets
Deferred tax assets are recognised for deductible temporary differences and unutilised tax losses to the extent that it is probable
that taxable prot will be available in future against which the deductible temporary differences and tax losses can be utilised.
Signicant management judgement is required to determine the amount of deferred tax assets that can be recognised, based
upon the likely timing and level of future taxable prots together with future tax planning strategies.
The carrying amounts of the Groups recognised and unrecognised deferred tax assets as at 31 October 2009 were RM33,141,000
(2008 : RM26,829,000) and RM54,362,000 (2008 : RM46,666,000), respectively.
(d) Subsidiary companies
A subsidiary company is an entity controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern
the nancial and operating policies of an entity so as to obtain benets from its activities. The existence and effect of potential voting
rights that are currently exercisable or convertible, are considered when assessing whether the Group has the power to govern the
nancial and operating policies of another entity.
In the Companys separate nancial statements, investments in subsidiary companies are stated at cost less impairment losses.
Impairment losses are charged to the income statement.
On disposal, the difference between the net disposal proceeds and the carrying amounts of the subsidiary company disposed off is
taken to the income statement.
(e) Basis of consolidation
The consolidated nancial statements incorporate the nancial statements of the Company and of all its subsidiary companies and
jointly controlled entities made up to the end of the nancial year. The consolidated nancial statements are prepared using uniform
accounting policies for like transactions in similar circumstances.
All intra-group balances, transactions, income and expenses are eliminated in full on consolidation and the consolidated nancial
statements reect external transactions only.
All subsidiary companies and jointly controlled entities are consolidated on the purchase method of accounting 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
except for Syarikat Kemajuan Jerai Sdn Bhd and Wawasan Indera Sdn Bhd which are consolidated on the merger method of accounting
in accordance with the provisions of Malaysian Accounting Standard No. 2.
88
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTD)
(e) Basis of consolidation (contd)
The Group has chosen to adopt the provisions of FRS 3 - Business Combinations prospectively, as permitted under the transitional provisions
of FRS 3. Accordingly, the effects of the merger method of accounting under Malaysian Accounting Standard No. 2 have been retained.
Under the purchase method of accounting, the cost of an acquisition is measured as the aggregate of the fair values of the assets
given, liabilities incurred or assumed and equity instruments issued at the date of exchange, plus any costs directly attributable to
the acquisition. Identiable assets acquired and liabilities and contingent liabilities assumed are measured at their fair values at the
acquisition date.
The excess of the acquisition cost over the fair values of the identiable assets, liabilities, contingent liabilities acquired is retained in the
balance sheet as goodwill, while the shortfall is immediately credited to the consolidated income statement. The goodwill is accounted
for in accordance with the accounting policy set out in (u)(i) below.
Goodwill arising on the acquisition of subsidiary companies is presented separately in the balance sheet.
After initial recognition, goodwill is measured at cost less accumulated impairment losses, if any. Goodwill is tested for impairment,
annually or more frequently if events or changes in circumstances indicate that the carrying values may be impaired.
Minority interests represent the portion of the prot or loss and net assets of subsidiary companies not held by the Group.
(f) Associated companies
An associated company is an entity in which the Group has signicant inuence and that is neither a subsidiary company nor an interest
in a joint venture. Signicant inuence is the power to participate in the nancial and operating policy decisions of the investee, but
is not control or joint control over those policies. The existence and effect of potential voting rights that are currently exercisable or
convertible are considered when assessing whether the Group has signicant inuence.
In the Companys separate nancial statements, investments in associated companies are stated at cost less impairment losses.
Impairment losses are charged to income statement.
On disposal, the difference between the net disposal proceeds and the carrying amount of the associated company disposed off is taken
to the income statement.
Investments in associated companies are accounted for in the consolidated nancial statements by the equity method of accounting.
Under the equity method, the investments in associated companies are initially recognised at cost and adjusted thereafter for post-
acquisition changes in the Groups share of net assets of the associated companies.
The Groups share of net prots or losses and changes recognised directly in the equity of the associated companies are recognised
in the consolidated income statement and consolidated statement of changes in equity, respectively.
An investment in an associated company is accounted for using the equity method from the date on which the Group obtains signicant
inuence until the date the Group ceases to have a signicant inuence over the associated company.
Premium relating to an associated company is included in the carrying value of the investment and it is not tested for impairment
separately. Instead, the entire carrying amount of the investment is tested for impairment in accordance with the accounting policy set
out in (u)(ii) below.
Discount on acquisition is excluded from the carrying amount of the investment and is instead included as income in the determination
of the Groups share of the associated companys prot or loss in the period in which the investment is acquired.
89
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTD)
(f) Associated companies (contd)
Unrealised gains on transactions between the Group and its associated companies are eliminated to the extent of the Groups interest in the
associated companies. Unrealised losses are also eliminated unless the transaction provides evidence of impairment of the asset transferred.
Equity accounting is discontinued when the carrying amount of the investment in an associated company diminishes by virtue of losses
to zero, unless the Group has incurred legal or constructive obligations or made payments on behalf of the associated company.
The results and reserves of associated companies are accounted for in the consolidated nancial statements based on audited and/
or unaudited management nancial statements made up to the end of the nancial year and prepared using accounting policies that
conform to those used by the Group for like transactions in similar circumstances.
(g) Interests in joint ventures
A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control.
A jointly controlled entity is a joint venture that involves the establishment of a separate entity in which each venturer has an interest.
A jointly controlled operation is a joint venture that involves the use of the assets and other resources of the venture rather than the
establishment of a corporation, partnership or other entity, or a nancial structure that is separate from the venturers themselves.
Investments in jointly controlled entities and jointly controlled operation are accounted for in the consolidated nancial statements using
the proportionate consolidation method of accounting. The Group combines its share of each of the assets, liabilities, income and expenses
of the jointly controlled entities and jointly controlled operation with the similar items, line by line, in its consolidated nancial statements.
The audited nancial statements or the unaudited management accounts of the joint ventures are made up to the end of the nancial year
and prepared using accounting policies that conform to those used by the Group for like transactions in similar circumstances.
In the Companys separate nancial statements, investments in jointly controlled entities and jointly controlled operation are stated at
cost less impairment losses. Impairment losses are charged to the income statement.
On disposal, the difference between the net disposal proceeds and the carrying amount of the jointly controlled entity disposed off is
taken to the income statement.
(h) Other investments
Other investments are stated at cost. An allowance for diminution in value is made if the directors are of the opinion that there is a
decline in the value of such investments which is other than temporary. The diminution in value is charged to the income statement.
On disposal, the difference between the net disposal proceeds and the carrying amount of the investment disposed off is taken to the
income statement.
(i) Property, plant and equipment
(i) Measurement basis
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, if any.
The cost of property, plant and equipment includes expenditure that is directly attributable to the acquisition of an asset.
Subsequent costs are included in the assets carrying amount when it is probable that future economic benets associated with
the asset will ow to the Group and the Company and the cost of the asset can be measured reliably. The carrying amount of
the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the nancial
year in which they are incurred.
Property, plant and equipment are derecognised upon disposal or when no future economic benets are expected from their
use or disposal. On disposal, the difference between the net disposal proceeds and the carrying amount is recognised in the
income statement.
90
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTD)
(i) Property, plant and equipment (contd)
(ii) Depreciation
Freehold land and capital work-in-progress are not depreciated.
Depreciation is calculated to write off the depreciable amount of other property, plant and equipment on a straight-line basis over
their estimated useful lives. The depreciable amount is determined after deducting residual value from cost.
The principal annual rates used for this purpose are:
Freehold buildings 1% 2%
Plant, machinery, cranes and trucks 20%
Ofce equipment, renovations, furniture and ttings 10% 40%
Motor vehicles 16%
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each balance sheet date.
(j) Investment properties
Investment properties are properties held to earn rental income or for capital appreciation or both rather than for use in the production
or supply of goods and services or for administrative purposes, or sale in the ordinary course of business.
(i) Measurement basis
Investment properties are stated at cost less accumulated depreciation and impairment losses, if any.
The cost of investment properties includes expenditure that is directly attributable to the acquisition of the asset.
Subsequent costs are included in the assets carrying amount when it is probable that future economic benets associated with
the asset will ow to the Group and the cost of the asset can be measured reliably. The carrying amount of the replaced part
is derecognised. All other repairs and maintenance are charged to the income statement during the nancial year in which they
are incurred.
Investment properties are derecognised upon disposal or when they are permanently withdrawn from use and no future economic
benets are expected from their disposal. On disposal, the difference between the net disposal proceeds and the carrying amount
is recognised in the income statement.
(ii) Depreciation
Freehold land is not depreciated.
Depreciation is calculated to write off the depreciable amount of other investment properties on a straight-line basis over their estimated
useful lives. Depreciable amount is determined after deducting the residual value from the cost of the investment property.
The principal annual rates used for this purpose are:
Freehold buildings 2%
Leasehold buildings Over the remaining period of the lease
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each balance sheet date.
91
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTD)
(k) Leases
A lease is an agreement whereby the lessor conveys to the lessee in return for a payment or series of payments for the right to use
an asset for an agreed period of time.
(i) Finance lease
A nance lease is a lease that transfers substantially all the risks and rewards incidental to ownership of an asset. Title may or
may not eventually be transferred.
Property, plant and equipment acquired by way of nance leases are stated at amounts equal to the lower of their fair values and the
present value of minimum lease payments at the inception of the leases, less accumulated depreciation and any impairment losses.
In calculating the present value of the minimum lease payments, the discount rate is the interest rate implicit in the lease, if this
is determinable; if not, the Groups incremental borrowing rate is used.
(ii) Operating lease
An operating lease is a lease other than a nance lease.
Operating lease income or operating lease rentals are credited or charged to the income statement on a straight-line basis over
the period of the lease.
(l) Prepaid lease payments
Leasehold land that has an indenite economic life and title that is not expected to pass to the Group by the end of the lease term is
classied as operating lease. The up-front payments for right to use the leasehold land over a predetermined period are accounted for
as prepaid lease payments.
(i) Measurement basis
Prepaid lease payments are stated at cost less amounts amortised and impairment losses, if any.
(ii) Amortisation
The prepaid lease payments are amortised on a straight-line basis over the remaining period of the lease.
(m) Development properties
Development properties are classied under two categories i.e. land held for property development and property development costs.
Land held for property development is dened as land on which development is not expected to be completed within the normal
operating cycle. Usually, no signicant development work would have been undertaken on these lands. Accordingly, land held for property
development is classied as non-current assets on the balance sheet and is stated at cost plus incidental expenditure incurred to put
the land in a condition ready for development.
Land on which development has commenced and is expected to be completed within the normal operating cycle is included in 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.
Where the outcome of a development can be reasonably estimated, revenue is recognised on the percentage of completion method. The
stage of completion is determined by the proportion that costs incurred to-date bear to estimated total costs. In applying this method
of determining stage of completion, only those costs that reect actual development work performed are included as costs incurred.
Where the outcome of a development cannot be reasonably estimated, revenue is recognised to the extent of property development
costs incurred that is probable will be recoverable, and the property development costs on the development units sold shall be
recognised as an expense in the period in which they are incurred.
92
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTD)
(m) Development properties (contd)
When it is probable that total costs will exceed total revenue, the foreseeable loss is immediately recognised in the income statement
irrespective of whether development work has commenced or not, or of the stage of completion of development activity, or of the
amounts of prots expected to arise on other unrelated development projects.
The excess of revenue recognised in the income statement over the billings to purchasers of properties is recognised as accrued billings
under current assets.
The excess of billings to purchasers of properties over revenue recognised in the income statement is recognised as progress billings
under current liabilities.
(n) Long term construction contracts
The Groups long term construction contracts are all xed price contracts and where their outcome can be reasonably estimated,
revenue is recognised on the percentage of completion method. The stage of completion is determined by the proportion that costs
incurred to-date bear to estimated total costs, and for this purpose, only those costs that reect actual contract work performed are
included as costs incurred.
Where the outcome of a long term construction contract cannot be reasonably estimated, revenue is recognised only to the extent of
contract costs incurred that are expected to be recoverable. At the same time, all contract costs incurred are recognised as an expense
in the period in which they are incurred.
Costs that relate directly to a contract and which are incurred in securing the contract are also included as part of contract costs if
they can be separately identied and measured reliably and it is probable that the contract will be obtained.
When it is probable that total costs will exceed total revenue, the foreseeable loss is immediately recognised in the income statement
irrespective of whether contract work has commenced or not, or of the stage of completion of contract activity, or of the amounts of
prots expected to arise on other unrelated contracts.
On the balance sheet, contracts in progress are reected either as gross amounts due from or due to customers, where a gross amount
due from customers is the surplus of (i) costs incurred plus prots recognised under the percentage of completion method over (ii)
recognised foreseeable losses plus progress billings. A gross amount due to customers is the surplus of (ii) over (i).
(o) Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average basis. In the case
of nished goods and work-in-progress, cost comprises materials, direct labour, other direct charges and an appropriate proportion of
factory overheads.
In the case of completed houses held for sale, cost is determined based on specic identication method.
Net realisable value represents the estimated selling price in the ordinary course of business, less selling and distribution costs and all
other estimated cost to completion.
(p) Receivables
Receivables are initially recognised at their costs when the contractual right to receive cash or another nancial asset from another
entity is established. Subsequent to initial recognition, receivables are stated at cost less allowance for doubtful debts.
Known bad debts are written off and allowance is made for any receivables considered to be doubtful of collection.
93
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTD)
(q) Share capital
Ordinary shares are recorded at nominal value and proceeds received in excess, if any, of the nominal value of shares issued, are accounted
for as share premium. Both ordinary shares and share premium are classied as equity. Costs incurred directly attributable to the issuance
of the shares are accounted for as a deduction from share premium, if any, otherwise it is charged to the income statement.
Dividends to shareholders are recognised in equity in the period in which they are declared.
(r) Payables
Payables are measured initially and subsequently at cost. Payables are recognised when there is a contractual obligation to deliver cash
or another nancial asset to another entity.
(s) Income recognition
(i) Revenue from construction contracts and sale of development properties which are under development is recognised on the
percentage of completion method, where the outcome of the contracts and development projects can be reliably estimated.
Revenue from construction contracts represents the proportionate contract value on construction contracts attributable to the
percentage of contract work performed during the nancial year.
Revenue from the sale of development properties represents the proportionate sales value of development properties sold
attributable to the percentage of development work performed during the nancial year.
(ii) Revenue from the sale of completed development properties is measured at the fair value of the consideration receivable and is
recognised in the income statement when the signicant risks and rewards of ownership have been transferred to the buyer.
(iii) Revenue from the sale of goods is measured at the fair value of the consideration receivable and is recognised in the income
statement when the signicant risks and rewards of ownership have been transferred to the buyer.
(iv) Dividend income is recognised when the right to receive payment is established.
(v) Interest income is recognised on a time proportion basis.
(vi) Rental income is recognised on a straight-line basis over the specic tenure of the respective leases.
(t) Foreign currencies
(i) Functional currency
Functional currency is the currency of the primary economic environment in which an entity operates.
The nancial statements of each entity within the Group are measured using their respective functional currency.
(ii) Transactions and balances in foreign currencies
Transactions in currencies other than the functional currency (foreign currencies) are translated to the functional currency at the
rate of exchange ruling at the date of the transaction.
Monetary items denominated in foreign currencies at the balance sheet date are translated at foreign exchange rates ruling at
that date.
Non-monetary items which are measured in terms of historical costs denominated in foreign currencies are translated at foreign
exchange rates ruling at the date of the transaction.
94
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTD)
(t) Foreign currencies (contd)
(ii) Transactions and balances in foreign currencies (contd)
Non-monetary items which are measured at fair values denominated in foreign currencies are translated at the foreign exchange
rates ruling at the date when the fair values were determined.
Exchange differences arising on the settlement of monetary items and the translation of monetary items are included in the
income statement for the period.
When a gain or loss on a non-monetary item is recognised directly in equity, any corresponding exchange gain or loss
is recognised directly in equity. When a gain or loss on a non-monetary item is recognised in the income statement, any
corresponding exchange gain or loss is recognised in the income statement.
(iii) Translation of foreign operations
For consolidation purposes, all assets and liabilities of foreign operations that have a functional currency other than RM (including
goodwill and fair value adjustments arising from the acquisition of the foreign operations) are translated at the exchange rates
ruling at the balance sheet date.
Income and expense items are translated at exchange rates approximating those ruling on transactions dates.
All exchange differences arising from the translation of the nancial statements of foreign operations are dealt with through the
exchange translation reserve account within equity. On the disposal of a foreign operation, the exchange translation differences
relating to that foreign operation are recognised in the income statement as part of the gain or loss on disposal.
(u) Impairment of assets
(i) Goodwill
Goodwill is tested for impairment annually, or more frequently if events or changes in circumstances indicate that the goodwill
may be impaired.
For the purpose of impairment testing, goodwill is allocated to each of the Groups cash-generating units that are expected to
benet from synergies of the business combination.
An impairment loss is recognised in the income statement when the carrying amount of the cash-generating unit, including the
goodwill, exceeds the recoverable amount of the cash-generating unit. Recoverable amount of the cash-generating unit is the
higher of the cash-generating units fair value less cost to sell and its value in use.
The total impairment loss is allocated rst to reduce the carrying amount of goodwill allocated to the cash-generating unit and
then to the other assets of the cash-generating unit proportionately on the basis of the carrying amount of each asset in the
cash-generating unit.
Impairment loss recognised on goodwill is not reversed in the event of an increase in recoverable amount in subsequent
periods.
95
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTD)
(u) Impairment of assets
(ii) Property, plant and equipment, investment properties, land held for property development, prepaid lease payments, investment in
subsidiary companies, associated companies and jointly controlled entities
Property, plant and equipment, investment properties, land held for property development, prepaid lease payments, investment in
subsidiary companies, associated companies and jointly controlled entities are assessed at each balance sheet date to determine
whether there is any indication of impairment.
If such an indication exists, the assets recoverable amount is estimated. The recoverable amount is the higher of an assets fair
value less cost to sell and its value in use. Value in use is the present value of the future cash ows expected to be derived
from the asset. Recoverable amounts are estimated for individual assets or, if it is not possible, for the cash-generating unit to
which the asset belongs.
An impairment loss is recognised whenever the carrying amount of an asset or a cash-generating unit exceeds its recoverable
amount. Impairment losses are charged to the income statement.
Any reversal of an impairment loss as a result of a subsequent increase in recoverable amount should not exceed the carrying
amount that would have been determined (net of amortisation or depreciation, if applicable) had no impairment loss been
previously recognised for the asset.
(v) Employee benets
(i) Short-term employee benets
Wages, salaries, paid annual leave, paid sick leave, bonuses and non-monetary benets are recognised as an expense in the period
in which the associated services are rendered by employees other than those that are attributable to property development activities
or construction contract in which case such expenses are recognised in the property development costs or contract costs.
(ii) Post-employment benets
The Company and its Malaysian subsidiary companies pay monthly contributions to the Employees Provident Fund (EPF) which
is a dened contribution plan.
The legal or constructive obligation of the Company and its Malaysian subsidiary companies is limited to the amount that they agree
to contribute to the EPF. The contributions to the EPF are charged to the income statement in the period to which they relate.
(iii) Share-based payment transactions
The Group operates an equity-settled share-based compensation plan for its employees. The fair value of share options granted to
employees is recognised as an employee cost over the vesting period with a corresponding increase in the share option reserve
within equity.
The amount to be expensed over the vesting period is determined by reference to the fair value of the share options at the date
of the grant. The fair value of the share option is computed using the binomial model.
The fair value of share options recognised in the share option reserve is transferred to share premium when the share option is
exercised, or transferred directly to distributable retained earnings when the share option expires or lapses.
(w) Borrowing costs
Borrowing costs incurred on assets under development that take a substantial period of time for completion are capitalised into the
carrying value of the assets. Capitalisation of borrowing costs ceases when that assets are completed or during extended periods when
active development is interrupted.
All other borrowing costs are charged to the income statement in the period in which they are incurred. The interest component of hire
purchase payments is charged to the income statement over the hire purchase period so as to give a constant periodic rate of interest
on the remaining tenure of the hire purchase liabilities.
96
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTD)
(x) Taxation
The tax expense in the income statement represents the aggregate amount of current tax and deferred tax included in the determination
of prot or loss for the nancial year.
On the balance sheet, a deferred tax liability is recognised for taxable temporary differences while a deferred tax asset is recognised
for deductible temporary differences and unutilised tax losses only to the extent that it is probable that taxable prot will be available
in future against which the deductible temporary differences and tax losses can be utilised.
No deferred tax is recognised for temporary differences arising from the initial recognition of:
(i) goodwill, or
(ii) an asset or liability which is not a business combination and at the time of the transaction, affects neither accounting prot nor
taxable prot.
Deferred tax assets and liabilities are measured based on tax consequences that would follow from the manner in which the asset or
liability is expected to be recovered or settled, and based on tax rates enacted or substantively enacted by the balance sheet date that
are expected to apply to the period when the asset is realised or when the liability is settled.
Current tax and deferred tax are charged or credited directly to equity if the tax relates to items that are credited or charged, whether
in the same or a different period, directly to equity.
(y) Cash equivalents
Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject
to insignicant risk of changes in value.
For the purposes of the cash ow statements, cash and cash equivalents are presented net of bank overdrafts and exclude xed
deposits, sinking fund, debt service reserve and escrow accounts pledged to secure banking facilities.
(z) Financial instruments
A nancial instrument is any contract that gives rise to both a nancial asset of one enterprise and a nancial liability or equity
instrument of another enterprise.
(i) Financial instruments recognised in the balance sheet
The Groups nancial instruments which are recognised in the balance sheet comprise cash and cash equivalents, other
investments, receivables, payables, bank borrowings, hire purchase liabilities, redeemable serial bonds, redeemable cumulative
preference shares and ordinary shares.
These nancial instruments are recognised when a contractual relationship has been established. The accounting policies and
methods adopted, including the basis of measurement applied, are disclosed above, where relevant.
The information about the extent and nature of these recognised nancial instruments, including signicant terms and conditions that
may affect the amount, timing and certainty of future cash ows are disclosed in the respective notes below, where applicable.
(ii) Financial instruments not recognised in the balance sheet
The Group and the Company have provided corporate guarantees to banks for credit facilities granted to jointly controlled entities
and subsidiary companies, respectively, which represent present obligations existing at the balance sheet date. The corporate
guarantees are not recognised in the nancial statements at inception because it is not probable that an outow of economic
benets will be required to settle the obligations.
97
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTD)
(aa) Segment reporting
Segment revenue, expense, assets and liabilities are those amounts resulting from operating activities of a segment that are directly
attributable to the segment and a relevant portion that can be allocated on a reasonable basis to the segment.
Segment revenue, expense, assets and liabilities are determined before intra-group balances and intra-group transactions are eliminated
as part of the consolidation process, except to the extent that such intra-group balances and transactions are between group entities
within a single segment.
(ab) Disclosure of fair value
Cash and cash equivalents, trade and other receivables, trade and other payables, short term investments and short term borrowings
The carrying amounts of these nancial instruments approximate fair values because of their short maturities.
Long term investments
The fair value of quoted investments is estimated based on quoted market price.
For unquoted investments, a reasonable estimate of fair value is not practical due to the lack of comparable quoted market prices and
available market data for valuation. Therefore, such investments are valued at cost subject to review for diminution in value.
Long term borrowings, redeemable serial bonds and debts
The carrying amounts of the Groups long term oating-rate borrowings approximate fair value.
The fair value of the Groups long term xed-rate borrowings and debts is estimated using discounted cash ow analyses, based on
current market interest rates available to the Group for similar types of lending and borrowing arrangements.
Hire purchase and nance lease liabilities
The fair value of the Groups hire purchase and nance lease liabilities approximate their carrying amounts.
2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Groups activities are exposed to a variety of nancial risks, including interest rate risk, credit risk, market risk, foreign currency exchange
risk, liquidity and cash ow risks. The Groups overall nancial risk management objective is to minimise potential adverse effects on the
nancial performance of the Group.
Financial risk management is carried out through risk review, internal control systems and adherence to Group nancial risk management
policies. The Board regularly reviews these risks and approves the policies covering the management of these risks. The Group does not trade
in derivative instruments.
(a) Interest rate risk
The Group is exposed to interest rate risk which is the risk that a nancial instruments value will uctuate as a result of changes in
market interest rates. Exposure to interest rate risk relates primarily to the Groups deposits and interest-bearing borrowings.
Surplus funds are placed with licensed nancial institutions to earn interest income based on prevailing market rates. The Group
manages its interest rate risks by placing such funds on short tenures of 12 months or less.
The Groups policy is to borrow principally on a oating rate basis but to retain a proportion of xed rate borrowings. The objective of
a mix of xed and oating rate borrowings is to reduce the impact of a rise in interest rates and to enable savings to be enjoyed if
interest rates fall. The Group does not generally hedge interest rate risks. The Group has a policy to ensure that interest rates obtained
are competitive.
98
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTD)
(b) Credit risk
Credit risk arises from the possibility that a counter party may be unable to meet the terms of a contract in which the Group has a
gain position.
The Group minimises and monitors its credit risk by dealing with credit worthy counter-parties and applying credit approval controls for material
contracts. If necessary, the Group may obtain collaterals from counter-parties as a means of mitigating losses in the event of default.
In respect of trade receivables arising from the sale of development properties, the Group mitigates its credit risk by maintaining its
name as the registered owner of the development properties until full settlement by the purchaser of the self-nanced portion of the
purchase consideration or upon undertaking of end-nancing by the purchasers end-nancier.
(c) Market risk
The Groups principal exposure to market risk arises from changes in value caused by movements in market prices of its quoted
investments. The risk of loss is minimised via thorough analyses before investing and continuous monitoring of the performance of the
investments. The Group optimises returns by disposing of investments after thorough analyses.
Common to all businesses, the overall performance of the Groups investments is also driven externally by global and domestic economic
that are largely unpredictable and uncontrollable.
(d) Foreign currency exchange risk
The Group is exposed to foreign currency exchange risk on transactions that are denominated in currencies other than Ringgit Malaysia.
The Group does not hedge against foreign currencies exchange risk based on its current level of operations.
(e) Liquidity and cash ow risks
The Group seeks to ensure all business units maintain optimum levels of liquidity at all times, sufcient for their operating, investing
and nancing activities.
Therefore, the policy seeks to ensure that each business unit, through efcient working capital management (i.e. inventory, accounts
receivable and accounts payable management), must be able to convert its current assets into cash to meet all demands for payment
as and when they fall due.
Owing to the nature of its businesses, the Group always maintain sufcient credit lines available to meet its liquidity requirements while
ensuring an effective working capital management within the Group.
99
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
3. PROPERTY, PLANT AND EQUIPMENT
Group
2009
------- Freehold ------- Ofce
Plant, equipment,
machinery, renovations, Capital
Leasehold crane furniture Motor work-in-
Land Buildings building and trucks and ttings vehicles progress Total
RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
Cost
At 1.11.2008 4,163 50,126 12,366 33,773 34,210 16,741 151,379
Additions 863 29 5,785 1,749 46,748 55,174
Acquisition of additional
shares in an existing jointly
controlled entity 84 196 79 359
Disposals (608) (19,671) (20,279)
Write-offs (270) (223) (493)
Reclassication from
capital work-in-progress 3,662 (8) 4,200 (7,854)
* Reclassication from land
held for property development
(see note 5) 11 129 41,983 42,123
* Reclassication from property
development cost (see note 16) 649 649
Transfer to investment properties
upon completion (see note 4) (23,667) (23,667)
Exchange differences (9) (54) (5) (175) (243)
At 31.10.2009 4,174 51,202 3,662 12,378 43,022 16,139 74,425 205,002
Accumulated depreciation
At 1.11.2008 9,723 11,057 21,042 19,736 61,558
Charge for the year 1,472 420 5,350 2,207 9,449
Acquisition of additional
shares in an existing jointly
controlled entity 12 173 53 238
Disposals (203) (11,649) (11,852)
Write-offs (248) (148) (396)
Exchange differences (1) (8) (9)
At 31.10.2009 11,207 11,476 26,106 10,199 58,988
Net carrying amount
At 31.10.2009 4,174 39,995 3,662 902 16,916 5,940 74,425 146,014
100
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
3. PROPERTY, PLANT AND EQUIPMENT (CONTD)
Group
2008
Ofce
------- Freehold ------- Plant, equipment,
machinery, renovations, Capital
crane furniture Motor work-in-
Land Buildings and trucks and ttings vehicles progress Total
RM000 RM000 RM000 RM000 RM000 RM000 RM000
Cost
At 1.11.2007 2,784 27,551 13,183 28,617 33,234 23,330 128,699
Additions 924 15,780 145 6,061 4,419 84,271 111,600
Disposals (221) (70) (3,131) (3,422)
Deemed disposal of a
subsidiary company (114) (114)
Write-offs (6,204) (746) (730) (313) (7,993)
Reclassication from capital work-in-progress 12,999 (12,999)
Transfer from investment
properties (see note 4) 455 455
Transfer to investment properties
upon completion (see note 4) (77,861) (77,861)
Exchange differences 5 9 1 15
At 31.10.2008 4,163 50,126 12,366 33,773 34,210 16,741 151,379
Accumulated depreciation
At 1.11.2007 8,431 11,307 18,149 18,754 56,641
Charge for the year 2,009 592 3,667 4,196 10,464
Disposals (100) (40) (3,124) (3,264)
Deemed disposal of a
subsidiary company (45) (45)
Write-offs (717) (742) (690) (90) (2,239)
Exchange differences 1 1
At 31.10.2008 9,723 11,057 21,042 19,736 61,558
Net carrying amount
At 31.10.2008 4,163 40,403 1,309 12,731 14,474 16,741 89,821
* Reclassication of stamp duty and common infrastructure costs
101
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
3. PROPERTY, PLANT AND EQUIPMENT (CONTD)
Company
2009
Ofce
Plant, equipment,
machinery, renovations,
cranes and furniture Motor
trucks and ttings vehicles Total
RM000 RM000 RM000 RM000
Cost
At 1.11.2008 1,706 3,878 149 5,733
Additions 6 225 231
Disposals
Write-offs (22) (22)
At 31.10.2009 1,706 3,862 374 5,942
Accumulated depreciation
At 1.11.2008 1,705 3,683 145 5,533
Charge for the year 86 33 119
Disposals
Write-offs (22) (22)
At 31.10.2009 1,705 3,747 178 5,630
Net carrying amount
At 31.10.2009 1 115 196 312
102
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
3. PROPERTY, PLANT AND EQUIPMENT (CONTD)
Company
2008
Ofce
Plant, equipment,
machinery, renovations,
cranes and furniture Motor
trucks and ttings vehicles Total
RM000 RM000 RM000 RM000
Cost
At 1.11.2007 1,706 4,172 249 6,127
Additions 21 4 25
Disposals (104) (104)
Write-offs (315) (315)
At 31.10.2008 1,706 3,878 149 5,733
Accumulated depreciation
At 1.11.2007 1,705 3,896 248 5,849
Charge for the year 102 1 103
Disposals (104) (104)
Write-offs (315) (315)
At 31.10.2008 1,705 3,683 145 5,533
Net carrying amount
At 31.10.2008 1 195 4 200
Freehold land and buildings, including capital work-in-progress of the Group included above at a net carrying amount of RM28,402,000
(2008 : RM33,818,000), have been charged to partially secure the long term loans, revolving credit and bank overdrafts referred to in notes
27, 33 and 34 below.
Included in property, plant and equipment are assets acquired under unexpired nance lease and hire purchase arrangements with net carrying
amounts as follows:
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Plant and machinery 255 289
Motor vehicles 186 5,068
103
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
4. INVESTMENT PROPERTIES
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Cost
At 1 November 180,741 96,446 1,571 1,571
Additions 8,676 6,889
Disposals (7,531)
Transfer from property, plant and equipment
upon completion (see note 3) 23,667 77,861
Transfer/Reclassication to land held for property
development (see note 5) (3,366)
Transfer to property, plant and
equipment (see note 3) (455)
At 31 October 202,187 180,741 1,571 1,571
Accumulated depreciation
At 1 November 1,912 233 21 19
Charge for the year 2,043 1,679 2 2
At 31 October 3,955 1,912 23 21
Accumulated impairment losses
At 1 November 593 393
Charge for the year 52 593 50 393
At 31 October 645 593 443 393
Net carrying amount
At 31 October 197,587 178,236 1,105 1,157
Comprising:
Freehold land 93,359 96,348 928 978
Freehold buildings 103,721 81,374
Leasehold buildings 507 514 177 179
197,587 178,236 1,105 1,157
Fair value at 31 October 853,854 803,556 1,375 1,380
Title deeds to certain of the Groups and Companys investment properties costing RM1,005,000 and RM200,000 (2008 : RM1,005,000 and
RM200,000), respectively, have yet to be issued in or transferred to the name of the Company and subsidiary companies concerned.
Title deeds to certain of the Groups investment properties at a net carrying amount of RM66,279,000 (2008 : RM61,106,000) have been
charged to banks to secure the long term loans referred to in note 27 below.
The fair values of the investment properties at 31 October 2009 are arrived at by reference to market evidence of transaction prices for
similar properties and are performed by registered valuers having appropriate recognised professional qualication and recent experiences in
the locations and category of properties being valued.
104
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
5. LAND HELD FOR PROPERTY DEVELOPMENT
Freehold Leasehold Development
land land expenditure
at cost at cost at cost Total
Group RM000 RM000 RM000 RM000
At 1 November 2008 772,405 28,211 419,442 1,220,058
Additions 65,466 78,337 143,803
* Reclassication to property, plant and equipment (see note 3) (11) (42,112) (42,123)
Transfer from investment properties (see note 4) 9,288 9,288
* Reclassication to investment properties (see note 4) (2,097) (3,825) (5,922)
Transfer to current assets as property
development costs (see note 16) (59,755) (18,361) (35,466) (113,582)
At 31 October 2009 785,296 9,850 416,376 1,211,522
Freehold Leasehold Development
land land expenditure
at cost at cost at cost Total
Group RM000 RM000 RM000 RM000
At 1 November 2007 624,381 3,200 311,260 938,841
Additions 209,626 18,361 139,485 367,472
Transfer (to)/from current assets as property
development costs (see note 16) (61,602) 6,650 (31,303) (86,255)
At 31 October 2008 772,405 28,211 419,442 1,220,058
* Reclassication of stamp duty and common infrastructure costs
Included in additions is interest expense of RM13,096,000 (2008 : RM27,549,000) incurred during the nancial year.
Land held for property development included above at a carrying amount of RM969,979,000 (2008 : RM937,553,000) have been charged to banks to
partially secure the long term loans, revolving credit, and bank overdrafts referred to in notes 27, 33 and 34 below.
6. PREPAID LEASE PAYMENTS
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Long leasehold land
Cost
At 1 November 978 978 978 978
Additions/(Disposals)
At 31 October 978 978 978 978
Accumulated amortisation
At 1 November 98 88 98 88
Amortisation for the year 10 10 10 10
At 31 October 108 98 108 98
Net carrying amount
At 31 October 870 880 870 880
105
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
7. INVESTMENT IN SUBSIDIARY COMPANIES
Company
2009 2008
RM000 RM000
Unquoted shares in Syarikat Kemajuan Jerai Sdn Bhd
and Wawasan Indera Sdn Bhd, at cost 115,186 115,186
Unquoted shares in other subsidiary companies, at cost 179,319 179,219
Impairment loss (40,254) (3,328)
254,251 291,077
Following an assessment of the underlying value of subsidiary companies, the Company noted that the net asset values of certain subsidiaries
were lower than their carrying values, due mainly to the payment of dividends to the Company in prior years. In this connection, the Company
has recognised the shortfall, amounting to RM36,926,000, between the subsidiaries net asset values and their respective carrying values as
impairment losses. The impairment losses have no effect on the current year prot of the Group as they are reversed on consolidation.
The subsidiary companies are as follows:
Equity interest
Direct Indirect
2009 2008 2009 2008 Country of Principal activities
% % % % incorporation
Bandar Setia Alam Sdn Bhd 100 100 Malaysia Property development
and property
investment holding
Setia Indah Sdn Bhd 100 100 Malaysia Property development
and property
investment holding
Setia Duta One Sdn Bhd 100 100 Malaysia Property development
* Syarikat Kemajuan Jerai Sdn Bhd 100 100 Malaysia Property development
and investment holding
* S P Setia Project Management Sdn Bhd 100 100 Malaysia Property development
project management
* Lagavest Sdn Bhd 100 100 Malaysia Investment holding
* Wawasan Indera Sdn Bhd 50 50 50 50 Malaysia Property development
* S P Setia Eco-Projects 100 100 Malaysia Property development
Management Sdn Bhd project management
* Setia Recreation Sdn Bhd 100 100 Malaysia Club operator
* Ambleside Sdn Bhd 100 100 Malaysia Property development
* Bukit Indah (Johor) Sdn Bhd 100 100 Malaysia Property development
and property investment
holding
Setia Bina Raya Sdn Bhd 100 100 Malaysia Road contractor
Setia Precast Sdn Bhd 100 100 Malaysia Building contractors
Setia-Wood Industries Sdn Bhd 100 100 Malaysia Prefabrication,
installation, sale of wood
products and provision
of kiln dry services
106
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
7. INVESTMENT IN SUBSIDIARY COMPANIES (CONTD)
The subsidiary companies are as follows:
Equity interest
Direct Indirect
2009 2008 2009 2008 Country of Principal activities
% % % % incorporation
S P Setia Marketing Sdn Bhd 100 100 Malaysia Sale of wood products
and buildings materials
S P Setia Estate Management Sdn Bhd 60 60 Malaysia Property management
services
S P Setia Construction Sdn Bhd 100 100 Malaysia Building contractors
Bukit Indah (Perak) Sdn Bhd 100 100 Malaysia Property development
S P Setia Management Services Sdn Bhd 100 100 Malaysia Investment holding
Futurecrest (M) Sdn Bhd 100 100 Malaysia Investment holding
Shabra Development Sdn Bhd 100 100 Malaysia Property development
KL Eco City Sdn Bhd 100 100 Malaysia Property investment
(formerly known as Pelita Dunia Sdn Bhd)
S. P. Setia Security Services Sdn Bhd 51 51 Malaysia Provision of security
services
Setia Prefab Sdn Bhd 100 100 Malaysia Investment holding
Manih System Construction Sdn Bhd 100 100 Malaysia Investment holding
Suharta Sdn Bhd 60 60 Malaysia Investment holding
Suharta Development Sdn Bhd 51 51 Malaysia Property development
Suharta Management Sdn Bhd 100 100 Malaysia Dormant
Suharta Properties Sdn Bhd 100 100 Malaysia Dormant
Yunikhas Sdn Bhd 8 8 70 70 Malaysia Investment holding
Aneka Baru (M) Sdn Bhd 100 100 Malaysia Property development
Tenaga Raya Sdn Bhd 91 91 Malaysia Dormant
Cosmotek Sdn Bhd 100 100 Malaysia Investment holding
SJ Classic Land Sdn Bhd 60 60 Malaysia Dormant
* Indera Perasa Sdn Bhd 100 70 Malaysia Investment holding
* Dian Mutiara Sdn Bhd 100 100 Malaysia Dormant
* Kenari Kayangan Sdn Bhd 100 100 Malaysia Investment holding
Bukit Indah (Selangor) Sdn Bhd 100 100 Malaysia Dormant
S P Setia Property Holdings Sdn Bhd 100 100 Malaysia Property investment
Setia Hicon Sdn Bhd 100 100 Malaysia Dormant
S P Setia Technology Sdn Bhd 100 100 Malaysia Contractor for home
automation and alarm
systems
Setia Alam Property Holdings Sdn Bhd 100 100 Malaysia Dormant
107
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
7. INVESTMENT IN SUBSIDIARY COMPANIES (CONTD)
The subsidiary companies are as follows:
Equity interest
Direct Indirect
2009 2008 2009 2008 Country of Principal activities
% % % % incorporation
Setia Promenade Sdn Bhd 100 100 Malaysia Property development
and property
investment holding
* Bukit Indah Property
Management Sdn Bhd 70 70 Malaysia Property development
* Kewira Jaya Sdn Bhd 100 100 Malaysia Property development
Aeropod Sdn Bhd 70 70 Malaysia Property development
and property
investment holding
Setia Eco Villa Sdn Bhd 100 100 Malaysia Dormant
Sentosa Jitra Sdn Bhd 100 100 Malaysia Dormant
Setiahomes (MM2H) Sdn Bhd 100 100 Malaysia Dormant
(formerly known as Kayan Setegas Sdn Bhd)
Setia International Limited 100 100 British Virgin Investment holding
Islands
Setia MyPhuoc Limited 100 100 British Virgin Investment holding
Islands
Setia D-Nine Limited 100 100 British Virgin Investment holding
Islands
Setia Saigon East Limited 100 100 British Virgin Investment holding
Islands
Setia Capital (Vietnam) Limited 100 100 British Virgin Investment holding
Islands
Setia Land (Vietnam) Limited 100 100 British Virgin Investment holding
Islands
Setia Lai Thieu Limited 100 British Virgin Investment holding
Islands
Setia Land (China) Limited 100 Hong Kong Investment holding
Setia (Hangzhou) Development 100 Hong Kong Investment holding
Company Limited
S P Setia International (S) Pte Ltd 100 Singapore Promotions, marketing
and other activities
related to property
development
* Not audited by Mazars
108
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
8. INVESTMENT IN ASSOCIATED COMPANIES
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Unquoted ordinary shares, at cost 3,022 3,049 650 677
Accumulated impairment loss (27)
Groups share of post-acquisition prots less losses (740) (319)
2,282 2,730 650 650
The summarised nancial information of the associated companies are as follows:
2009 2008
RM000 RM000
Assets and liabilities
Total assets 4,004 7,879
Total liabilities 116 4,776
Results
Revenue 531 167
(Loss)/Prot for the year (897) 43
The associated companies, all incorporated in Malaysia, are as follows:
Equity interest
Direct Indirect
2009 2008 2009 2008 Principal activities
% % % %
Golden Klang Valley Sdn Bhd (GKV) 50 50 Property development
* PTB Property Developer Sdn Bhd (PTB) 49 49 Property development
+ Konsortium Lebuhraya Wangsa-Keramat 40 Dormant
Sdn Bhd (KLWK)
+ KLWK Sdn Bhd (KLWKSB) 40 Dormant
* Icfox (Malaysia) Sdn Bhd (Icfox)*** 20 20 Development of internet
websites
Greenhill Resources Sdn Bhd (GRSB) ** 50 Property investment
* Not audited by Mazars
** Became a jointly controlled entity during the nancial year.
*** The nancial year of this associated company end on 31 December. The nancial year of the others end on 31 October.
+ In the process of striking off by the Registrar of Companies.
For the purpose of applying the equity method of accounting, audited nancial statements made up to the end of the nancial year have
been used, except for Icfox where management nancial statements made up to 31 October have been used.
109
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
9. INVESTMENT IN JOINTLY CONTROLLED ENTITIES
Company
2009 2008
RM000 RM000
Unquoted ordinary shares, at cost 49,931 43,280
Unquoted cumulative redeemable preference shares, at cost 36,050 36,050
85,981 79,330
The jointly controlled entities are as follows:
Proportion of ownership
interest
Direct Indirect
2009 2008 2009 2008 Country of Principal activities
% % % % incorporation
Exceljade Sdn Bhd 70 70 Malaysia Property development
Sendiman Sdn Bhd 70 70 Malaysia Property development
Kemboja Mahir Sdn Bhd 70 70 Malaysia Property development
* Setia Putrajaya Sdn Bhd # 60 50 Malaysia Property development
and building construction
Bandar Eco-Setia Sdn Bhd # 50 50 Malaysia Property development
and property investment
Ganda Anggun Sdn Bhd 70 70 Malaysia Property development
Kesas Kenangan Sdn Bhd 70 70 Malaysia Property development
and property investment
Greenhill Resources Sdn Bhd 50 Malaysia Property investment
Setia Becamex Joint Stock Company ** 55 55 Vietnam Property development
* Not audited by Mazars
** The nancial year of the jointly controlled entity ends on 31 December. The nancial year of the others end on 31 October.
# These companies were previously classied as associated companies and were accounted for according to the accounting policy set out in
Note 1(f) above. During the year, the shareholders agreements in respect of these companies were re-examined taking into consideration
the substance and economic reality of the relationship between the group vis--vis the other shareholders of these companies. Following
such re-examination, it was determined that these companies should more fairly be classied as jointly-controlled entities to be accounted
for in accordance with the accounting policy set out in Note 1(g) above. The reclassication has been effected with retrospective effect,
and the comparative nancial statements have been restated. The reclassication has no effect on the net results for the current and
previous nancial years. There is also no effect on retained earnings.
110
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
9. INVESTMENT IN JOINTLY CONTROLLED ENTITIES (CONTD)
The Groups aggregate share of the jointly controlled entities non-current assets, current assets, non-current liabilities and current liabilities as
at 31 October 2009 and revenue and prot for the year ended 31 October 2009, which are included in the consolidated nancial statements
are as follows:
2009 2008
RM000 RM000
Assets and liabilities
Non-current assets 385,610 376,229
Current assets 545,127 416,340
Total assets 930,737 792,569
Non-current liabilities 401,399 369,273
Current liabilities 324,537 241,825
Total liabilities 725,936 611,098
Results
Revenue 277,022 177,669
Prot for the year/period 12,244 1,633
The jointly controlled entities have no material contingencies and capital commitments at year end.
The Groups shares of operating lease commitments of the jointly controlled entities are disclosed in note 48 to the nancial statements.
10. OTHER INVESTMENTS
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Shares quoted in Malaysia, at cost 878
Diminution in value (662)
216
Unquoted shares, at cost 462 462
Diminution in value (125) (125)
337 337
337 553
Market value of shares quoted in Malaysia 216
111
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
11. AMOUNTS OWING BY/TO SUBSIDIARY COMPANIES
Amounts owing by subsidiary companies included under non-current assets
The amounts owing by subsidiary companies included under non-current assets represent unsecured advances which are not expected to be
recalled within the next 12 months and are analysed as follows:
Company
2009 2008
RM000 RM000
Bearing interest at 2.0% to 4.45% (2008: 2.0% to 4.33%) per annum 818,571 776,183
Interest free 516,682 647,706
1,335,253 1,423,889
Allowance for doubtful debts (20,027) (18,665)
1,315,226 1,405,224
Amounts owing by subsidiary companies included under current assets
Company
2009 2008
RM000 RM000
Trade accounts
Retention sums receivable 4,635 7,108
Allowance for doubtful debts (795) (795)
3,840 6,313
Unsecured advances
bearing interest at 2.0% (2008 : 2.0%) per annum 15,105 51,631
interest free 104,915 101,708
Dividend receivable 28,312
152,172 159,652
The trade accounts are expected to be settled within the normal credit periods.
The unsecured advances and dividend receivable are repayable within the next 12 months.
Amounts owing to subsidiary companies included under non-current liabilities
The amounts owing to subsidiary companies included under non-current liabilities represent unsecured interest free advances which are not
expected to be recalled within the next 12 months.
112
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
11. AMOUNTS OWING BY/TO SUBSIDIARY COMPANIES (CONTD)
Amounts owing to subsidiary companies included under current liabilities
Company
2009 2008
RM000 RM000
Trade accounts
Sub-contract claims 2,424 344
Retention sums 1,985 1,985
4,409 2,329
Unsecured interest free advances 1,444 2,331
5,853 4,660
The trade accounts are expected to be settled within the normal credit periods.
The unsecured interest free advances are payable on demand.
12. AMOUNTS OWING BY/TO ASSOCIATED COMPANIES
Amounts owing by associated companies included under non-current assets
The amounts owing by associated companies included under non-current assets represent unsecured interest free advances which are not
expected to be recalled within the next 12 months:
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Gross amount of advances 73 1,752 1,679
Allowance for doubtful debts (73) (1,750) (1,677)
2 2
113
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
13. AMOUNT OWING BY JOINT VENTURE PARTNER
The amount owing by the joint venture partner represents unsecured advances bearing interest at 8.0% (2008 : 8.0%) per annum which are
not expected to be recalled within the next 12 months.
The amount owing by the joint venture partner comprises of:
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Principal sum 6,346 6,151
Interest receivable 820 296
7,166 6,447
14. AMOUNTS OWING BY JOINTLY CONTROLLED ENTITIES
The amounts owing by jointly controlled entities included under non-current assets represent unsecured advances which are not expected to
be recalled within the next 12 months and are analysed as follows:
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Bearing interest at 7.55% per annum 12,900 43,000
Interest free 3,000 302 15,600 286
15,900 302 58,600 286
The amounts owing by jointly controlled entities included under current assets are analysed as follows:
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Trade accounts 2,591 3,650
Interest bearing advances at 7.55% 8.00%
(2008 : 8.75%) per annum 8,650 4,232 28,831 14,106
Interest free advances 8,126 3,062 464 12,614
19,367 10,944 29,295 26,720
The trade accounts are expected to be settled within the normal credit period.
Interest bearing and interest free advances are unsecured and repayable on demand.
114
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
15. DEFERRED TAX ASSETS
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
At beginning of the year 26,829 33,389 441 899
Originating/(Reversal) during the year 6,312 (6,560) (441) (458)
At end of the year 33,141 26,829 441
The Group has recognised the deferred tax assets as it is probable that its existing construction contracts and housing development projects
would generate sufcient taxable prot in the future against which the deferred tax assets can be utilised.
The temporary differences on which deferred tax assets have been recognised are as follows:
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Tax effects of:
unabsorbed capital allowances 97 221 69
unutilised tax losses 5,134 2,343
property development and construction prots 27,439 24,470 394
excess of capital allowances claimed over accumulated
depreciation on property, plant and equipment (246) (610) (22)
excess of accumulated depreciation on property, plant and
equipment over capital allowances claimed 167
unpaid qualifying expenditure of hire purchase and
nance lease liabilities 22
others 550 383
33,141 26,829 441
The following temporary differences and unutilised tax losses as at 31 October of which have not been recognised as deferred tax benets
in the nancial statements are as follows:
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Unutilised tax losses 52,018 45,007
Unabsorbed capital allowances 1,911 867
Excess of capital allowances claimed over accumulated
depreciation on property, plant and equipment (231) (197)
Others 664 989
54,362 46,666
115
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
16. PROPERTY DEVELOPMENT COSTS
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Freehold land at cost 574,591 671,465
Leasehold land at cost 327 21,841
Development and construction costs 2,420,528 2,300,670
Costs recognised as an expense in previous years (2,141,462) (2,019,058)
At 1 November 853,984 974,918
Costs transferred from/(to) land held for property development
(see note 5)
freehold land at cost 59,755 61,602
leasehold land at cost 18,361 (6,650)
development costs 35,466 31,303
* Reclassication to property, plant and equipment (see note 3) (649)
Costs incurred during the nancial year
freehold land at cost 6,345 3,425
development and construction costs 863,342 742,937
Acquisition of additional shares in an existing jointly controlled entity 4,133
Exchange differences (2,664) 319
984,089 832,936
Costs recognised as an expense in the current year (935,579) (939,011)
Transferred to inventories (4,545) (14,859)
At 31 October 897,949 853,984
* Reclassication of stamp duty and common infrastructure costs
Property development costs included above at a carrying amount of RM736,691,000 (2008 : RM652,255,000), have been charged to banks
to partially secure the long term loans, revolving credit, bridging loan and bank overdrafts referred to in notes 27, 33 and 34 below.
Included under development and construction costs is interest expense of RM32,256,000 (2008 : RM22,957,000) incurred during the nancial
year.
116
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
17. GROSS AMOUNT DUE FROM/TO CUSTOMERS
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Aggregate contract expenditure incurred to-date 945,098 1,032,215 168,900 376,841
Attributable prot recognised to-date 82,163 89,989 7,286 18,345
1,027,261 1,122,204 176,186 395,186
Progress billings (995,334) (1,076,767) (180,009) (396,679)
31,927 45,437 (3,823) (1,493)
Gross amount due from customers 39,464 53,479 5,080
Gross amount due to customers (7,537) (8,042) (3,823) (6,573)
31,927 45,437 (3,823) (1,493)
Progress billings comprise:
Progress billings
received 905,124 1,016,321 177,387 386,003
receivable 77,462 44,338 2,815
Retention sums 12,748 16,108 2,622 7,861
995,334 1,076,767 180,009 396,679
Advances received for contract work not yet performed by the
Group and the Company included under other payables
and accruals (see note 32) 20,000 10,000 10,000 10,000
Contract expenditure included the following expenses incurred during the nancial year:
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Depreciation 406 654
Hire of machinery 292 3,903
Interest 1,706 2,218
Rental expense 37 81
117
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
18. INVENTORIES
Group Group
2009 2008
At net At net
realisable realisable
At cost value Total At cost value Total
RM000 RM000 RM000 RM000 RM000 RM000
Stock of completed properties 21,857 938 22,795 26,166 4,327 30,493
Raw materials 2,315 2,315 3,476 3,476
Work-in-progress 1,913 1,913 697 697
Finished goods 200 200 86 86
Consumable goods 95 95 426 426
26,380 938 27,318 30,851 4,327 35,178
19. ACCRUED BILLINGS/PROGRESS BILLINGS
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Revenue recognised in income statement to-date 3,103,702 3,670,569
Progress billings to-date (3,012,854) (3,593,686)
90,848 76,883
Accrued billings 135,872 105,567
Progress billings (45,024) (28,684)
90,848 76,883
20. TRADE RECEIVABLES
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Gross progress billings receivable 167,766 223,233 502 3,568
Gross retention sums receivable 59,579 40,603 891 891
Other gross receivables 6,516 11,055
Total gross receivables 233,861 274,891 1,393 4,459
Allowance for doubtful debts (3,726) (3,634) (1,393) (1,393)
230,135 271,257 3,066
The progress billings are due within 14 to 90 days as stipulated in construction contracts and sale and purchase agreements. The retention
sums are due upon the expiry of the defect liability period stated in the respective construction contracts or sale and purchase agreements.
The defect liability periods range from 6 to 24 months.
Other receivables are collectible within 14 to 90 days.
118
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
21. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Refundable deposit and part purchase consideration paid
for the acquisition of development land in
Mukim 10 and 12, District of Barat Daya 6,788
Bandar and Daerah Kuala Lumpur 1,609 1,609
Development expenditure 20,081 1,146
Compensation paid to squatters (see note 54(a)) 3,600 3,600
Refundable deposit placed with stakeholder for impending
acquisition of development land 2,540
Other sundry receivables, deposits and prepayments 46,471 44,511 665 6,027
74,301 57,654 665 6,027
Allowance for doubtful debts (3,171) (2,488)
71,130 55,166 665 6,027
The refundable deposit of RM1,609,000 is paid for the acquisition of a piece of freehold land in Bandar and Daerah Kuala Lumpur, for a total
cash consideration of RM16,089,000 pursuant to a conditional Sale and Purchase Agreement entered into by Ambleside Sdn Bhd, a wholly-
owned subsidiary company, on 25 July 2008. The acquisition has not been completed as at 31 October 2009. The balance of the purchase
consideration is disclosed as a capital commitment in note 49 below.
22. DEPOSITS
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Deposits
with licensed banks 594,449 388,538 338,886 313,524
with other licensed nancial institutions 15,866 19,061
610,315 407,599 338,886 313,524
Included in deposits with licensed banks of the Group are amounts of RM1,689,000 (2008 : RM3,909,000) which have been pledged to banks
as security for bank guarantee facilities granted to subsidiary companies.
Included in deposits with licensed banks are funds maintained under sinking fund accounts and escrow accounts amounting to RM21,022,000
(2008 : RM531,000) which were opened in accordance with terms and conditions set out in the term loan agreements referred to in note 27 below.
The effective interest rates range from 1.50% to 2.50% (2008 : 2.75% to 3.52%) per annum. All deposits have maturities of less than a year.
119
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
23. CASH AND BANK BALANCES
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Cash and bank balances included monies in:
Housing Development Accounts 213,467 149,826
Sinking Fund Accounts 3,886 6,473
Debt Service Reserve Account 255
Escrow Accounts 19 149
Withdrawals from the Housing Development Accounts are restricted in accordance with the Housing Development (Housing Development
Account) Regulations 1991.
Funds maintained in the Housing Development Accounts earn interest ranging from 1.00% to 1.10% (2008 : 1.90% to 2.40%) per annum.
The sinking fund, debt service reserve and escrow accounts were opened in accordance with the terms and conditions set out in the term
loan agreements referred to in note 27 below.
24. SHARE CAPITAL
Group and Company
2009 2008
Number Number
of shares of shares
000 RM000 000 RM000
Authorised:
Ordinary shares of RM0.75 each 1,600,000 1,200,000 1,600,000 1,200,000
Issued and fully paid:
Ordinary shares of RM0.75 each
At beginning of the year 1,016,698 762,524 672,605 504,454
Shares issued pursuant to:
bonus issue 336,302 252,227
exercise of Warrants 107 80 7,791 5,843
At end of the year 1,016,805 762,604 1,016,698 762,524
ESOS
The main features of the Employees Share Option Scheme (ESOS or Scheme) as set out in the By-Laws are as follows:
(a) The maximum number of new shares which may be made available under the Scheme shall not be more than ten per cent (10%) of
the issued and paid-up share capital of the Company at the point in time when an Offer is made.
120
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
24. SHARE CAPITAL (CONTD)
ESOS (Contd)
(b) Any employee or Executive Director of the S P Setia Group (Selected Person) shall be eligible to participate in the Scheme and qualify
for selection by the Option Committee, if, as at the Date of Allocation (where applicable):
(i) such employee or Executive Director has attained the age of eighteen (18) years;
(ii) such employee or Executive Director has been in the continuous full-time employment of S P Setia Group and his employment
has been conrmed;
(iii) such employee or Executive Director is not a participant of any other employee share options scheme implemented by any
company within the S P Setia Group which is in force for the time being;
(iv) in the case of an Executive Director, the specic allocation of the new shares to such Executive Director under the Scheme has
been approved by the shareholders of the Company at a general meeting.
(c) Subject to any adjustments which may be made under (h) below, the aggregate number of shares comprised in the Options to be
offered to a Selected Person in accordance with the Scheme shall be determined at the discretion of the Option Committee after taking
into consideration the Selected Person's performance, position, seniority and the number of years in service subject to the following:
(i) that the number of Options made available under the Scheme shall not exceed the amount stipulated in (a) above;
(ii) that not more than fty percent (50%) of the shares available under the Scheme at the point in time when an offer is made shall
be allocated, in aggregate, to Executive Directors and senior management; and
(iii) that not more than ten percent (10%) of the shares available under the Scheme at the point in time when an offer is made be
granted to any individual Selected Person who, either singly or collectively through persons connected with him, holds twenty per
cent (20%) or more in the issued and paid-up share capital of the Company.
(d) The price at which the Grantee is entitled to subscribe for each new S P Setia Share shall be determined by the Options Committee
based on the ve (5) day weighted average market price of S P Setia Shares immediately preceding the Date of offer of the Options,
with a potential discount of not more than ten percent (10%), or at the par value of S P Setia Shares, whichever is higher.
(e) The Options shall not carry any rights to vote at any general meeting of the Company.
(f) A Grantee shall not be entitled to any dividends, rights or other entitlement on his unexercised Options.
(g) The new shares to be allotted and issued upon any exercise of the Options will upon such allotment and issuance, rank pari passu in
all respects with the then issued and fully paid-up shares except that the shares so issued will not be entitled to any dividends, rights,
allotments and/or other distributions, the entitlement date (namely the date as at the close of business on which shareholders must
be registered in order to be entitled to any dividends, rights, allotments and/or other distributions) of which is declared or paid prior to
the date of allotment of the new shares and will be subject to all the provisions of the Articles relating to transfer, transmission and
otherwise of the shares.
(h) The number of shares under option or the exercise price or both, so far as the option remains unexercised, may be adjusted following
any variation in the issued share capital of the Company by way of capitalisation of prots or reserves, rights issue, subdivision or
consolidation of shares or capital reduction or any other variation of the Companys share capital.
(i) The ESOS shall be in force for a period of ve (5) years from 6 May 2009 (Date of Commencement) subject however to extend the
duration of the Scheme provided that the initial period of the Scheme and such extension of the Scheme shall not in aggregate exceed
the duration of ten (10) years from the Date of Commencement.
121
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
24. SHARE CAPITAL (CONTD)
Warrants 2008/2013
As at 31 October 2009, 7,898,005 out of the total number of 168,151,302 Warrants had been exercised.
The salient terms of the Warrants 2008/2013 are as follows:
(a) The Warrants are constituted by a Deed Poll executed on 19 November 2007.
(b) The Warrants are trade separately.
(c) The Warrants can be exercised any time during the tenure of 5 years commencing from the date of issue, 22 January 2008 to 21
January 2013 (Exercise Period). Warrants not exercised during the Exercise Period will lapse and cease to be valid.
(d) Each Warrant entitles the registered holder to subscribe for one new ordinary share (Shares) in the Company.
(e) RM4.48 is payable in respect of each new share issued upon exercise of the Warrants (the Exercise Price). The Exercise Price and
the number of outstanding Warrants shall be subjected to the adjustments in accordance with the terms and provisions of the Deed
Poll during the Exercise Period.
(f) Subject to the provisions in the Deed Poll, the Exercise Price and the number of Warrants held by each Warrant holder shall from time to
time be adjusted by the Company in consultation with the approved adviser and certied by the auditors appointed by the Company.
(g) Subject to the provisions in the Deed Poll, the Company is free to issue shares to shareholders either for cash or as a bonus distribution
and further subscription rights upon such terms and conditions as the Company sees t but the Warrant holders will not have any
participating rights in such issues unless otherwise resolved by the Company in general meeting.
25. REDEEMABLE SERIAL BONDS
On 23 November 2007, the Company issued RM500 million nominal value of 2.00% redeemable serial bonds (Bonds) in 2 series, as follows:
Series Nominal value Maturity date
RM000
1 250,000 23 November 2010
2 250,000 23 November 2012
The Bonds are required to be redeemed fully by the Company at nominal value on the date of maturity and the interest on the Bonds at
2.00% per annum is payable semi-annually in arrears with the last payment on the date of the maturity of the Bonds.
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Redeemable serial bonds (unsecured) 500,000 500,000 500,000 500,000
Less:
Unamortised discount (27,209) (39,423) (27,209) (39,423)
472,791 460,577 472,791 460,577
122
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
25. REDEEMABLE SERIAL BONDS (CONTD)
The redeemable serial bonds are payable as follows:
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Later than one year but not later than ve years 472,791 460,577 472,791 460,577
26. REDEEMABLE CUMULATIVE PREFERENCE SHARES
Group
2009 2008
RM000 RM000
Issued and fully paid:
65,625,000 redeemable cumulative preference shares of RM0.01 each 656 656
Share premium of RM0.99 each 64,969 64,969
65,625 65,625
The redeemable cumulative preference shares are in respect of Bandar Eco-Setia Sdn Bhd (BESB), a jointly controlled entity of the Company.
The preference shares are redeemable at any time at the discretion of BESB after the 5th anniversary but before the 7th anniversary of the
issue date, 13 October 2004, provided that at the request of any holders of the redeemable cumulative preference share and subject to the
unanimous approval of all the shareholders, such option may be exercised by BESB at any time after the 2nd anniversary but before the
5th anniversary of the issue date, provided always that the redemption sum to be determined shall not be less than the nominal value plus
share premium of RM0.99 and any amount of dividend payable on the redemption date (including the aggregate amount of any arrears or
accruals of dividend, whether or not declared, at the time of redemption).
The preference shares confer on their holders the following rights and privileges:
(i) The right to receive, as a rst charge, a cumulative preferential dividend of 7.5% per annum on the issue price for the rst three years,
8.0% per annum for the subsequent two years and 9% for the nal two years.
(ii) The right in a winding up or return of capital (other than on the redemption of the preference shares) to receive, in priority to the
holders of any other class of shares in the capital of BESB, repayment in full of the nominal value plus share premium of RM0.99 and
the payment of any cumulative preferential dividend calculated up to the date of commencement of the winding up or return of capital,
but no further right to share in surplus assets; and
(iii) The right to receive notice of and attend all general meetings of BESB, and shall have the right on a poll at any general meeting of
BESB to one vote for each preference share held:
(a) upon any resolution which varies or is deemed to vary the rights attached to the preference shares,
(b) upon any resolution for the reduction of capital of BESB, and
(c) upon any resolution for the winding up of BESB,
but shall otherwise have no right to vote at general meetings of BESB.
123
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
27. LONG TERM LOANS
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Secured
Total outstanding balances on long term loans 651,157 531,179
Repayments due within the next 12 months included
under short term borrowings (see note 33) (82,389) (40,272)
Repayments due later than 12 months included under
non-current liabilities 568,768 490,907
The term loans are repayable as follows:
not later than one year 82,389 40,272
later than one year but not later than ve years 539,604 466,245
later than ve years 29,164 24,662
651,157 531,179
The long term loans are secured by various xed charges and deeds of assignment over various lands belonging to the Group as indicated
in notes 3, 4, 5 and 16 above, sinking fund, debt service reserve and escrow accounts as indicated in notes 22 and 23 above.
The long term loans are analysed as follows:
2009 2008
RM000 RM000
Variable rates loans at:
1.50% above costs of funds of the lending banks, effectively,
3.80% to 4.05% (2008 : 5.31%) per annum 137,364 84,943
1.25% above costs of funds of the lending banks, effectively,
3.55% to 4.23% (2008 : 5.05% to 5.11%) per annum 122,411 175,956
0.75% above costs of funds of the lending banks, effectively,
3.00% to 3.35% (2008 : 4.62%) per annum 109,500 40,000
1.00% above costs of funds of the lending banks, effectively,
3.50% to 5.31% (2008 : 4.71% to 5.08%) per annum 260,582 219,280
0.85% above costs of funds of the lending banks,
effectively, 4.10% (2008 : 5.30%) per annum 21,300 11,000
651,157 531,179
28. OTHER LOANS
The other loans are from minority shareholders of certain subsidiary companies. These loans are unsecured and not repayable within the next
12 months. There are no pre-agreed arrangements pertaining to the payment of interest and no interest was charged for the year ended 31
October 2009 (2008 : Nil).
124
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
29. HIRE PURCHASE AND FINANCE LEASE LIABILITIES
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Total future instalments payable 200 3,302
Unexpired term charges (13) (225)
Total outstanding principal 187 3,077
Future instalments payable
not later than one year 87 1,304
later than one year but not later than ve years 113 1,998
Total future instalments payable 200 3,302
Outstanding principal
not later than one year (included under current liabilities) 80 1,187
later than one year but not later than ve years
(included under non-current liabilities) 107 1,890
Total outstanding principal 187 3,077
The effective interest rates of the hire purchase liabilities are between 2.68% and 7.42% (2008 : 2.68% and 8.47%) per annum.
30. DEFERRED TAX LIABILITIES
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
At 1 November 1,194 2,637
(Reversal)/Originating during the year (213) (1,443) 9,521
At 31 October 981 1,194 9,521
The deferred tax liabilities on temporary differences recognised in the nancial statements were as follows:
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Tax effects of:
construction prot (274) (80) (23)
excess of capital allowances claimed over accumulated
depreciation on property, plant and equipment 1,310 1,450 24
unabsorbed capital allowances (95) (95)
unpaid qualifying expenditure of hire purchase and
nance lease liabilities (8) (33)
allowance for doubtful debts (143) (143)
dividend receivable 9,437
others 191 178
981 1,194 9,521
125
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
31. TRADE PAYABLES
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Sub-contractors claims 119,167 133,546 1,683 580
Retention sums 137,393 116,817 6,043 6,060
Others 33,540 25,493 632 190
290,100 275,856 8,358 6,830
The normal credit terms extended by sub-contractors and suppliers range from 30 to 90 days. The retention sums are repayable upon the
expiry of the defect liability period of 12 to 24 months.
Other trade payables are required to be settled within 30 to 60 days.
32. OTHER PAYABLES AND ACCRUALS
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Redeemable serial bonds interest payable 4,356 4,411 4,356 4,411
Unsecured advances 8,774 8,774
Interest accrued 521 1,463
Contract advances received (see note 17) 20,000 10,000 10,000 10,000
Deposits received
from Agreement to Lease 3,510 3,510
from others 11,459 4,656 75 4
Dividend accrued on redeemable cumulative preference shares 5,533 5,533
Unpaid consideration for acquisition of development lands 47,731
Unpaid consideration for property, plant and equipment acquired
(see note 43) 56 50
Other sundry payables and accruals 67,892 50,344 1,465 1,809
122,101 136,472 15,896 16,224
The unsecured advances are from a minority shareholder of certain subsidiary companies. These advances are interest free and payable on
demand.
126
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
33. SHORT TERM BORROWINGS
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Secured:
Current portion of long term loans (see note 27) 82,389 40,272
Revolving credit 31,500 30,700
Bridging loan 892
Unsecured:
Revolving credit 29,492 10,000
Bankers acceptance 1,758
144,273 82,730
The secured revolving credit and bridging loan of the Group are secured by xed charges over various land belonging to the Group as
indicated in notes 3, 4, 5 and 16 above.
The revolving credits bear interests at 0.75% to 1.00% above the lender banks cost of funds. The effective interest rates range from 3.45%
to 10.50% (2008 : 4.62% to 5.08%) per annum.
The bridging loan bears interest at 1.00% per annum above the lender banks cost of fund. The effective interest rate is 2.65% per
annum.
The bankers acceptance of the Group in year 2008 bear interest at 4.85% per annum.
34. BANK OVERDRAFTS
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Secured 7,777 4,933
Unsecured 178,390 16,167 37,869
186,167 21,100 37,869
The secured bank overdraft of the Group is secured by xed charges over various land belonging to the Group as indicated in notes 3, 4, 5
and 16 above.
The bank overdrafts bear interests at 0.50% to 1.25% above the lender banks cost of funds and bank lending rate. The effective interest
rates range from 3.17% to 6.30% (2008 : 4.61% to 8.00%) per annum.
35. REVENUE
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Sale of development properties 1,216,935 1,177,138
Contract revenue 119,374 217,651 28,660 2,649
Sale of other goods and services 72,106 76,568
1,408,415 1,471,357 28,660 2,649
127
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
36. COST OF SALES
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Cost of properties sold 936,511 828,798
Contract cost recognised as expense 112,564 199,564 28,283 2,674
Cost of other goods and services sold 55,078 62,211
1,104,153 1,090,573 28,283 2,674
37. PROFIT/(LOSS) FROM OPERATIONS
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Prot/(Loss) from operations is stated after charging:
Auditors remuneration
current year 639 594 70 70
special audit 3
underprovision in prior years 10 37 5
Bad and doubtful debts 542 835
Bad debt written off 371 65
Depreciation
property, plant and equipment 9,043 9,810 119 103
investment properties 2,043 1,679 2 2
Amortisation of prepaid lease payments 10 10 10 10
Direct operating expenses on
revenue generating investment properties 438 57 2
non-revenue generating investment properties 204 428 9 17
Directors remuneration
companys directors
emoluments other than fees 20,277 21,709 20,277 21,709
employee share options 912 912
subsidiaries directors
fees 24 28
other emoluments 8,153 6,529 786 580
employee share options 1,439 607
Ex-gratia for a former director 1,000 1,000
Goodwill on acquisition written off 19
Property, plant and equipment written off 97 5,754
Loss on disposal of property, plant and equipment 2,268
Development expenditure written off 129
Hiring charges 111 99
Inventories written down 133
Rental of
ofce equipment 152 88 87 59
premises 1,740 1,302 213 217
motor vehicles 126
128
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
37. PROFIT/(LOSS) FROM OPERATIONS (CONTD)
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Foreign exchange loss
realised 15 4
unrealised 46
Preliminary expenses 30 30
Waiver of liquidated ascertained damages on late completion
receivable from contractor 761 1,684
and crediting:
Allowance for doubtful debts no longer required 80 383
Interest income 4,932 6,511 540 697
Gain on disposal of property, plant and equipment 683 22
Realised foreign exchange gain 130 46
Rental received from operating leases other than those
relating to investing properties 593 401
Liquidated ascertained damages on late completion
receivable from contractor 864 1,279
Forfeiture income 152
Insurance claim received 482
Compensation received from compulsory land acquisition 2,786
Directors remuneration does not include the estimated monetary value of benets-in-kind as follows:
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Companys directors 1,212 2,891 1,212 2,891
Subsidiaries directors 81 262
38. NET PROFIT FROM INVESTING ACTIVITIES
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Gross dividends from subsidiary companies 74,000 31,757
Interest income from
subsidiary companies 29,008 22,185
jointly controlled entities 1,548 274 3,410 914
deposits 9,276 16,560 7,204 13,395
Rental income from investment properties 11,049 777 3
Gain on disposal of an associated company 26,878
Discount on acquisition of additional shares in an existing
jointly controlled entity 6,879 43
129
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
38. NET PROFIT FROM INVESTING ACTIVITIES (CONTD)
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Diminution in value of quoted investments written back 76
Allowance for doubtful debts no longer required 1,298 150
Gain on disposal of quoted investment 25
Gain on disposal of investment property 8,052*
Gain on deemed disposal on a subsidiary company 94
36,829 44,702 114,920 68,404
Impairment of investment in subsidiary companies (36,926)
Impairment of investment properties (52) (593) (50) (393)
Impairment loss on other investments (166)
Bad and doubtful debts (2) (2,662)
36,609 44,109 75,282 68,011
* The gain on disposal of investment property was derived from the disposal of the Stage 1 Land referred to in Note 54(e) below. Under
the Amended and Restated Sale and Purchase Agreement (SPA) with Greenhill Resources Sdn Bhd (the Purchaser and a jointly controlled
entity of the Group), the sale consideration for the Stage 1 Land is split into 2 portions.
The rst portion is a xed amount of RM31,167,000.
The second portion is an amount (which shall not exceed RM24,934,000) which varies depending on the extent to which certain
parameters are achieved.
The gain on disposal recognised during the year is based only on the rst portion of the sales consideration. No gain in respect of the second
portion has been recognised as the ultimate amount receivable under the second portion cannot be reliably determined at this stage.
39. FINANCE COSTS
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Interest paid and payable on:
Amortisation of bond discount 12,214 10,948
Bank overdrafts 508 416 72 60
Bond interest 1,264 5,515 10,000 9,397
Revolving credits 570 752 569 752
Bankers acceptance 2 21
Term loan interest 116
Hire purchase and nance lease 35 183
Interest charged by subsidiary company 118
Dividend on redeemable cumulative preference shares 5,250 5,264
Others 307 93
8,052 12,244 22,973 21,157
130
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
40. TAX EXPENSE
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Malaysian taxation based on results for the year
current 67,564 80,341 6,689 4,730
deferred (6,258) (998) 9,824 238
61,306 79,343 16,513 4,968
(Over)/Underprovision in prior years
current (1,959) (1,161) (472) 2,838
deferred 533 6,230 138 220
59,880 84,412 16,179 8,026
The statutory tax rate applicable to the Company was reduced from 26% in 2008 to 25% in 2009.
The provision for taxation differs from the amount of taxation determined by applying the applicable statutory tax rate of the prot before tax
as a result of the following differences:
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Accounting prot (excluding share of results in associated companies) 231,560 293,466 24,397 15,771
Taxation at applicable tax rates 57,890 76,239 6,099 4,100
Tax effects arising from:
Non-deductible expenses (5,606) 14,498 10,738 915
Non-taxable income 7,778 (11,763) (324) (37)
Unavailable group relief 1 52
Originating of deferred tax assets not recognised 1,242 227
Effect on reduction in future tax rate 1 90 (10)
(Over)/Underprovision in prior years (1,426) 5,069 (334) 3,058
59,880 84,412 16,179 8,026
Tax savings during the nancial year arising from:
Utilisation of current year tax losses 1,524 741 1,524 741
Utilisation of previously unrecognised tax losses 981 607
Subject to agreement with the Inland Revenue Board, based on estimated tax credits available and the prevailing tax rate applicable to dividends
and the balance on the tax exempt account, the entire retained earnings of the Company is available for distribution by way of dividends.
131
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
41. EARNINGS PER SHARE
Basic earnings per share
The basic earnings per share has been calculated by dividing the Groups prot for the year attributable to shareholders of the Company of
RM171,233,000 (2008 : RM213,456,000) by the weighted average number of shares in issue of 1,016,786,000 (2008 : 1,014,510,000). The
weighted average number of shares in issue is calculated as follows:
2009 2008
000 000
Number of ordinary shares at beginning of the year 1,016,698 672,605
Effect of shares issued pursuant to:
bonus issue 336,303
exercise of Warrants 88 5,602
Weighted average number of ordinary shares 1,016,786 1,014,510
Diluted earnings per share
The diluted earnings per share has been calculated by dividing the Groups prot for the year attributable to shareholders of the Company of
RM171,233,000 (2008 : RM213,456,000) by the weighted average number of ordinary shares that would have been in issue upon full exercise
of the options under the ESOS, adjusted for the number of such shares that would have been issued at fair value, calculated as follows:
2009 2008
000 000
Weighted average number of ordinary shares calculated above 1,016,786 *
Weighted average number of unissued shares under ESOS
based on exercise price 33,833
based on average fair value (27,895)
Weighted average number of unexercised warrants
based on exercise price * *
based on average fair value * *
Weighted average number of ordinary shares that would have been in issue 1,022,724 *
* The diluted earnings per ordinary share for the nancial year is not presented as the average market value of the ordinary shares of the
Company is lower than the exercise price for the outstanding warrants and it is anti dilutive.
132
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
42. DIVIDENDS
2009 2008
RM000 RM000
In respect of the year ended 31 October 2007
Final dividend of 15 sen per ordinary share of RM0.75 each less 26% income tax 112,854
In respect of the year ended 31 October 2008
Interim dividend of 7 sen per ordinary share of RM0.75 each less 26% income tax 52,665
Final dividend of 10 sen per ordinary share of RM0.75 each less 25% income tax 76,260
In respect of the year ended 31 October 2009
Interim dividend of 5 sen per ordinary share of RM0.75 each less 25% income tax 38,130
114,390 165,519
Subsequent to 31 October 2009, the directors recommended a nal dividend of 9 sen per ordinary share of RM0.75 each less 25% income
tax amounting to RM68,634,393 in respect of the nancial year ended 31 October 2009.
43. PURCHASE OF PROPERTY, PLANT AND EQUIPMENT
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Aggregate cost of property, plant and equipment acquired 55,174 111,600 231 25
Financed via hire purchase and nance lease (946)
Unpaid balance included under other payables and accruals
(see note 32) (56) (50)
Unpaid balance included under trade payables (7,810)
Cash paid in respect of previous year acquisition 50 325
Cash paid during the nancial year 47,358 110,929 231 25
44. ACQUISITION OF SHARES IN SUBSIDIARY COMPANIES
(a) Details of the new subsidiary companies acquired during the nancial year are as follows:
Groups Effective
Purchase effective acquisition
Name of subsidiary companies acquired consideration interest date
RM000 %
2009
S P Setia International (S) Pte. Ltd. ^ 100 9 April 2009
2008
Setiahomes (MM2H) Sdn Bhd
(formerly known as Kayan Setegas Sdn Bhd) # 100 3 July 2008
Sentosa Jitra Sdn Bhd # 100 11 June 2008
# Represent RM2
^ Represent RM5
133
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
44. ACQUISITION OF SHARES IN SUBSIDIARY COMPANIES (CONTD)
(a) Details of the new subsidiary companies acquired during the nancial year are as follows: (contd)
Details of the assets, liabilities and net cash outow arising from the acquisition of new subsidiary company are as follows:
Carrying/Fair value
2009 2008
RM000 RM000
Cash and cash equivalents **
Other payables and accruals (19)
Net liability acquired (19)
Goodwill on acquisition written off 19
Total purchase consideration *
Less: Cash and cash equivalents acquired **
Net cash outow on acquisition of new subsidiary company *
* Represent RM5
** Represent RM4
The revenue and net prot for the year in which the acquisition took place and their post acquisition contribution included in the
consolidated income statement are as follows:
2009 2008
RM000 RM000
Revenue
During the nancial year
Pre-acquisition
Post-acquisition
Net prot/(loss) for the year
During the nancial year 80 (3)
Pre-acquisition (19)
Post-acquisition 80 (22)
The net assets of the acquired new subsidiary company included in the consolidated balance sheet at the end of the nancial year are
as follows:
2009 2008
RM000 RM000
Non-current assets 330
Current assets 1,357 *
Current liabilities (1,605) (2)
Non-current liabilities (20)
Groups share of net assets/(liabilities) 82 (22)
* Represent RM4
134
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
44. ACQUISITION OF SHARES IN SUBSIDIARY COMPANIES (CONTD)
(b) Details of additional of interest in an existing subsidiary company are as follows:
Groups
Purchase effective Effective
Name of subsidiary companies acquired consideration interest acquisition date
RM000 %
2009
Indera Perasa Sdn Bhd * 30 18 September 2009
2008
Tenaga Raya Sdn Bhd 90 4 15 February 2008
The minority interest acquired and the net cash outow arising from the acquisition of additional interest in the existing subsidiary
company are as follows:
2009 2008
RM000 RM000
Minority interest acquired 133
Goodwill/(Discount) on acquisition * (43)
Net cash outow on acquisition * 90
* Represent RM3
45. ACQUISITION OF ADDITIONAL SHARES IN AN EXISTING JOINTLY CONTROLLED ENTITY
The details of acquisition of additional interest in an existing jointly controlled entity during 2009 are as follows:
Name of jointly Purchase Additional Effective acquisition
controlled entiy consideration interest acquired date
Setia Putrajaya Sdn Bhd RM6,652,000 10% 29 October 2009
The share of net assets acquired and the net cash inows arising from the acquisition of additional interest in the existing jointly controlled
entity are as follows:
Group
2009 2008
RM000 RM000
Share of net assets acquired 13,531
Discount on acquisition (6,879)
Total purchase consideration 6,652
Less: Portion contra against the outstanding balance due from acquiree (6,152)
Portion discharged by cash 500
Less: Cash and cash equivalents acquired (1,638)
Net cash inows on acquisition (1,138)
135
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
46. EMPLOYEE BENEFITS EXPENSE
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Employee benets expense 113,828 97,808 20,401 21,479
Include in the employee benets expense was as follows:
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
EPF 9,045 9,190 1,994 2,208
Employee share options 6,834 1,519
47. RELATED PARTY DISCLOSURES
(a) Signicant related party transactions during the nancial year are as follows:
---------------- Transaction value ---------------- -------------- Balance outstanding --------------
Group Company Group Company
2009 2008 2009 2008 2009 2008 2009 2008
RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
Transactions with
subsidiary companies
Construction services rendered
to subsidiary companies 1,176 1,020 1,020
Interest received and
receivable 29,008 22,185 23,794 22,185
Management fee received
and receivable 120 135
Purchase of building materials 9,168 2,017
Security management fee paid 1,934 2,055
Transactions with jointly
controlled entities
Administrative, accounting and
management fee charged 6,572 4,293 694 727
Construction services rendered 1,931 14,738 1,931 4,935
Disposal of freehold land 15,584
Interest receivable 1,024 274 3,410 914 1,173 296 3,410 914
Marketing expenses charged 133 185
Ofce rental received 16
Purchase of property, plant
and equipment 61
136
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
47. RELATED PARTY DISCLOSURES (CONTD)
(a) Signicant related party transactions during the nancial year are as follows: (contd)
---------------- Transaction value ---------------- -------------- Balance outstanding --------------
Group Company Group Company
2009 2008 2009 2008 2009 2008 2009 2008
RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
Rental paid 287 154 213 124
Security services rendered 336 376 85 37
Sales of building material 7,493 4,708 750 1,275
Sale of development
properties to
a) Directors of the Company
Chang Khim Wah 1,639 819
Dato Voon Tin Yow 2,602 1,098 47
Tan Sri Datuk
Seri Lee Lam Thye 1,420 18
Tan Sri Abdul Rashid
Bin Abdul Manaf 6,137 2,455
Teow Leong Seng 1,537 20
b) Directors of subsidiary
companies
Hoe Mee Ling 1,126 13
Jamalullail
Bin Abu Bakar 1,155 14
Khor Chap Jen
(former director of
the Company) 824 1,434 5
Kow Choong Ming 2,433 1,829
Koe Peng Kang 5,120 290
Norhayati Binti Subali 2,138 20
Wong Sheue Yann 1,686 22
Wong Tuck Wai 914 6
c) Former directors of
subsidiary companies
Koe Peng Kang 1,261 32
Heah Kok Boon 1,469 19
137
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
47. RELATED PARTY DISCLOSURES (CONTD)
(a) Signicant related party transactions during the nancial year are as follows: (contd)
---------------- Transaction value ---------------- -------------- Balance outstanding --------------
Group Company Group Company
2009 2008 2009 2008 2009 2008 2009 2008
RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
Sale of development
properties to companies
in which Tan Sri Dato Sri
Liew Kee Sin has nancial
interest
Maya Sepadu Sdn Bhd 2,259 113
Gito Gaya Sdn Bhd 2,111 106
Citra Budaya Sdn Bhd 2,163 108
Arca Unggul Sdn Bhd 8,055
Tanjung Inai Sdn Bhd 7,677
Transactions with directors
of the Company, close
family members of the
directors and companies,
rms in which they
have interests
Sale of development
properties to
Dato Voon Tin Yow 3,076 7,709
Chang Khim Wah 379
Lee Hsein Loong, close
family member of
Tan Sri Datuk Seri
Lee Lam Thye 341
Sale of development
properties to Rekasemi
Resources Sdn Bhd, a
company in which
Tan Sri Dato
Hari Narayanan
A/L Govindasamy has
nancial interest 3,200
Sale of development
properties to Oracle Power
Sdn Bhd, a company in
which Yap Kok Weng
(former director of the
Company) has nancial
interest 2,252 968
138
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
47. RELATED PARTY DISCLOSURES (CONTD)
(a) Signicant related party transactions during the nancial year are as follows: (contd)
---------------- Transaction value ---------------- -------------- Balance outstanding --------------
Group Company Group Company
2009 2008 2009 2008 2009 2008 2009 2008
RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
Transactions with directors
of the Company, close
family members of the
directors and companies,
rms in which they
have interests (contd)
Deposit to be refunded for
the revocation of sale of
development properties to
Dato Voon Tin Yow 66
Maya Sepadu Sdn Bhd,
a company in which
Tan Sri Dato Sri
Liew Kee Sin has
nancial interest 122
Rental paid to:
Dato Voon Tin Yow 13 13
Alsirat Sdn Bhd, a company
in which Tan Sri
Abdul Rashid Bin
Abdul Manaf has
nancial interest 72 72
Security services rendered to
Tan Sri Abdul Rashid
Bin Abdul Manaf 127 162
Disposal of motor vehicle in
connection to Groups revised
policy on car benets to
Dato Voon Tin Yow 315
Dato Leong Kok Wah 300 123
Chang Khim Wah 108
Teow Leong Seng 108
Tan Sri Abdul Rashid
Bin Abdul Manaf 636
Tan Sri Dato Hari
Narayanan A/L
Govindasamy 100
LKS Properties Sdn Bhd,
a company in which
Tan Sri Liew Kee Sin
has nancial interest 630
Emrail Sdn Bhd, a
company in which Tan Sri
Dato Hari Narayanan A/L
Govindasamy has
nancial interest 300
139
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
47. RELATED PARTY DISCLOSURES (CONTD)
(a) Signicant related party transactions during the nancial year are as follows: (contd)
---------------- Transaction value ---------------- -------------- Balance outstanding --------------
Group Company Group Company
2009 2008 2009 2008 2009 2008 2009 2008
RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
Transactions with directors
of subsidiary companies
Sale of development
properties to
Puan Sri Nik Sazlina
Binti Mohd Zain 5,712
Wong Tuck Wai 360 2,482 33
Khor Chap Jen
(former director of the Company) 763 32
Phan Yan Chan 516 515
Sale of development
properties to
Wisdom Link Sdn Bhd,
a company in
which Hoe Mee Ling
has nancial interest 1,385 1,316
Disposal of motor vehicle in
connections to the Groups
revised policy on car
benets to
(a) Directors of subsidiary
companies
Hoe Mee Ling 55
Yap Kok Weng
(former director
of the Company) 79
Khor Chap Jen
(former director
of the Company) 79
Norhayati Binti Subali 53
Wong Tuck Wai 90
Captain Liew Siong Sing 67
Sundarajoo A/L Somu 50
Wong Sheue Yann 53
Kow Choong Ming 90
140
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
47. RELATED PARTY DISCLOSURES (CONTD)
(a) Signicant related party transactions during the nancial year are as follows: (contd)
---------------- Transaction value ---------------- -------------- Balance outstanding --------------
Group Company Group Company
2009 2008 2009 2008 2009 2008 2009 2008
RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
(b) Former director of
subsidiary companies
Ho Kai Meng 19
Thum Kok Mun 50
Heah Kok Boon 67
Ong Kek Seng 84
Lim Eng Tiong 45
Ng Han Seong 23
Gan Ber Koon 67
Koe Peng Kang 97
Sales of building materials to
Norhayati Binti Subali 31 2
Kow Choong Ming 14
Khor Chap Jen
(former director of
the Company) 24
Transaction with joint
venture partner of
subsidiary company
Interest receivable 524 296 820 296
Others related party
transactions
Security management fee
charged to a body
established under the
Trust Deed, Setia
Badminton Academy 86 83 7 21
Rental charged to a body
established under the
Trust Deed, Setia
Badminton Academy 72 142 70
Car rental charged to
Setia Foundation 25
141
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
47. RELATED PARTY DISCLOSURES (CONTD)
(b) Key management personnel compensation
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Directors
Remuneration 18,188 19,600 18,188 19,600
Estimated monetary value of benets-in-kind 1,212 2,891 1,212 2,891
Total short-term employee benets 19,400 22,491 19,400 22,491
Post-employment benets
EPF 2,089 2,109 2,089 2,109
Employee share options 912 912
22,401 24,600 22,401 24,600
Former director
Ex-gratia for a former director 1,000 1,000
Other key management personnel
Fees 24 28
Salary, allowances and bonuses 7,328 5,857 702 518
Estimated monetary value of benets-in-kind 81 262
Total short-term employee benets 7,433 6,147 702 518
Post-employment benets
EPF 825 672 84 62
Employee share options 1,439 607
9,697 6,819 1,393 580
Total compensation 32,098 32,419 23,794 26,180
Movements in share options granted under the ESOS to key management personnel during the nancial year are as follows:
2009 2008
000 000
Directors
At beginning of the year
Granted 9,000
At end of the year 9,000
Other key management personnel
At beginning of the year
Granted 14,206
At end of the year 14,206
142
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
48. OPERATING LEASE COMMITMENTS
The Group as lessee
The Group leases premises from various parties under operating leases. These leases are cancellable and typically run for a period ranging
from 1 to 3 years, with the option to renew the leases after the expiry dates. None of the leases includes contingent rentals. There are no
restrictions placed upon the Group by entering into these leases.
Jointly controlled entities of the Group lease ofce under non-cancellable operating lease agreement. The Groups share of the non-cancellable
operating lease rentals payable are as follows:
2009 2008
000 000
Not later than one year 518 749
Later than one year but not later than 5 years 77 424
595 1,173
The Group as lessor
The Group leases out its investment properties under cancellable operating leases. With the exception of 1 operating lease which run for 30
years, these leases typically run for a period of 1 to 20 years with the option to renew the leases after the expiry date. None of the leases
include contingent rentals.
The future aggregate minimum lease payments receivable under the non-cancellable operating lease contracted for as at balance sheet date
but not recognised as assets are as follows:
Group
2009 2008
RM000 RM000
Not later than one year 10,615 8,834
Later than one year but not later than ve years 42,849 35,549
Later than ve years 215,936 220,123
269,400 264,506
49. OTHER COMMITMENTS
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Commitments to purchase development land in (see note 21)
Contracted
Mukim 10 and 12, District of Barat Daya 61,080
Bandar and Daerah Kuala Lumpur 14,481 14,481
Approved but not contracted 22,857
143
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
49. OTHER COMMITMENTS (CONTD)
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Contractual commitment to subscribe for ordinary shares
in a jointly controlled entity 72,767
Contractual commitment to acquire investment properties 4,405 5,128
Commitment to acquire of property, plant and equipment
approved and contracted 6,174 3,185
approved but not contracted 49
120,733 83,874
50. CONTINGENT LIABILITIES (unsecured)
Group Company
2009 2008 2009 2008
RM000 RM000 RM000 RM000
Guarantees given to banks to secure banking facilities granted
to subsidiary companies 858,609 843,934
Guarantees given to banks for performance bonds granted to
subsidiary companies 15,342 12,917
Guarantees given to the suppliers of goods for credit terms granted
to subsidiary companies 1,799 3,722
Guarantees given to banks for performance bonds granted to
jointly controlled entities 379 240 1,262 800
Guarantees given to banks to secure banking facilities granted
to jointly controlled entities 43,073 40,200 492,783 334,474
Contingent liabilities arising from potential liabilities 706 5,795
44,158 46,235 1,369,795 1,195,847
Additionally, the Company has given a guarantee to the holders of 131,250,000 preference shares issued on 13 October 2004 by BESB, for
the prompt payment of dividends on the preference shares. The guarantee is enforceable after the third anniversary of the date of issue of
the preference shares in respect of dividends payable for the rst 3 years; after the sixth anniversary in respect of dividends payable for the
fourth, fth and sixth year; and after the seventh anniversary in respect of the dividend payable for the seventh year.
The accrued dividend, net of tax, subject to the guarantee up to 31 October 2009 amounted to RM5,533,279 (2008 : RM5,533,279).
51. FINANCIAL INSTRUMENTS
(i) Credit risk
At balance sheet date, the Group did not have any signicant concentration of credit risk that may arise from exposure to a single
debtor or group of debtors.
The maximum exposure to credit risk is represented by the carrying amount of each nancial asset in the balance sheet.
144
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
51. FINANCIAL INSTRUMENTS (CONTD)
(ii) Fair value
The carrying amounts of the nancial assets and liabilities of the Group and of the Company at the balance sheet date approximated
their fair values except for the following:
Group Company
Carrying Fair Carrying Fair
amount value amount value
RM000 RM000 RM000 RM000
2009
Non-current assets
Amounts owing by subsidiary companies 1,315,226 *
Amounts owing by jointly controlled entities 15,900 * 58,600 *
Amount owing by joint venture partner 7,166 *
Other investments
Unquoted shares 337 **
Non-current liabilities
Redeemable serial bonds 472,791 480,362 472,791 480,362
Redeemable cumulative preference shares 65,625 68,215
Other loans 1,446 *
Amounts owing to subsidiary companies 132,991 *
2008
Non-current assets
Amounts owing by subsidiary companies 1,405,224 *
Amounts owing by associated companies 2 * 2 *
Amounts owing by jointly controlled entities 302 * 286 *
Amount owing by joint venture partner 6,447 *
Other investments
Unquoted shares 337 **
Non-current liabilities
Redeemable serial bonds 460,577 456,653 460,577 456,653
Redeemable cumulative preference shares 65,625 67,468
Other loans 1,446 *
Amounts owing to subsidiary companies 131,738 *
Guarantees given
It is not practical to estimate the fair values of the guarantees referred to in note 50 due to the uncertainties of timing, costs and
eventual outcome.
* It is not practical to estimate the fair values of these nancial instruments due principally to the absence of xed repayment terms.
** It is not practical to estimate the fair values of these nancial instruments due to the lack of quoted market values and available
observable market data. Such investments are valued at cost subject to review for impairment.
145
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
52. SEGMENTAL ANALYSIS
Property
development Construction Others Elimination Consolidated
RM000 RM000 RM000 RM000 RM000
2009
REVENUE
External sales 1,216,935 119,374 72,106 1,408,415
Inter-segment sales 52,450 11,211 66,513 (130,174)
Total revenue 1,269,385 130,585 138,619 (130,174) 1,408,415
RESULTS
Segment results 192,790 6,636 3,577 203,003
Net prot from investing activities 36,609
Share of associated companies loss (448) (448)
Finance costs (8,052)
Prot before tax 231,112
Tax expense (59,880)
Prot for the year 171,232
OTHER INFORMATION
Segment assets 2,951,384 320,653 614,135 3,886,172
Investment in associated companies 2,240 42 2,282
Current and deferred tax assets 38,133 25,610 54 63,797
Consolidated total assets 3,952,251
Segment liabilities 1,191,731 679,630 32,658 1,904,019
Current and deferred tax liabilities 9,211 201 1,242 10,654
Consolidated total liabilities 1,914,673
Capital expenditure 56,544 1,182 6,124
Amortisation and depreciation 10,172 734 596
Other non-cash items (2,518) 2,683 (6,495)
146
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
52. SEGMENTAL ANALYSIS (CONTD)
Property
development Construction Others Elimination Consolidated
RM000 RM000 RM000 RM000 RM000
2008
REVENUE
External sales 1,177,138 217,651 76,568 1,471,357
Inter-segment sales 50,090 23,606 21,003 (94,699)
Total revenue 1,227,228 241,257 97,571 (94,699) 1,471,357
RESULTS
Segment results 242,968 12,556 6,077 261,601
Net prot from investing activities 44,109
Share of associated companies prot 26 4,375 4,401
Finance costs (12,244)
Prot before tax 297,867
Tax expense (84,412)
Prot for the year 213,455
OTHER INFORMATION
Segment assets 2,780,972 264,478 460,415 3,505,865
Investment in associated companies 2,688 42 2,730
Current and deferred tax assets 39,392 12,844 53 52,289
Consolidated total assets 3,560,884
Segment liabilities 955,647 593,154 25,715 1,574,516
Current and deferred tax liabilities 9,402 128 1,138 10,668
Consolidated total liabilities 1,585,184
Capital expenditure 117,787 341 361
Amortisation and depreciation 10,250 1,238 665
Other non-cash items (4,597) 4,179 26,866
147
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
52. SEGMENTAL ANALYSIS (CONTD)
(a) Primary reporting format business segment
The operations of the Group are primarily organised in Malaysia into three main segments:
(i) Property development Property development
(ii) Construction Building and highway construction
(iii) Others Manufacturing, trading and investing
Transactions between segments were entered into in the normal course of business and were established on terms and conditions that
are not materially different from that obtainable in transactions with unrelated parties. The effects of such inter-segmental transactions
are eliminated on consolidation.
(b) Secondary reporting format geographical segment
The operations of the Group are primarily carried out in Malaysia.
53. COMPARATIVE FIGURES
The comparative gures have been restated to give effect to the treatments of investments in Bandar Eco-Setia Sdn Bhd and Setia Putrajaya
Sdn Bhd as disclosed in note 9 above.
Group Company
As As
As previously As previously
restated stated restated stated
RM000 RM000 RM000 RM000
Balance Sheets
Non-current assets
Property, plant and equipment 89,821 80,226
Investment properties 178,236 167,931
Land held for property development 1,220,058 1,133,456
Investment in associated companies 2,730 106,560 650 39,249
Investment in jointly controlled entities 79,330 40,731
Amounts owing by associated companies 2 304 2 288
Amounts owing by jointly controlled entities 302 286
Deferred tax assets 26,829 14,520
148
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
53. COMPARATIVE FIGURES (CONTD)
Group Company
As As
As previously As previously
restated stated restated stated
RM000 RM000 RM000 RM000
Current assets
Property development costs 853,984 786,262
Gross amount due from customers 53,479 10,163
Inventories 35,178 29,630
Accrued billings 105,567 56,164
Trade receivables 271,257 240,656
Amounts owing by associated companies 1,309 14,877
Amounts owing by jointly controlled entities 10,944 5,032
Other receivables, deposits and prepayments 55,166 46,087
Current tax assets 25,460 23,449
Deposits 407,599 393,598
Cash and bank balances 215,083 199,225
Noncurrent liabilities
Redeemable cummulative preference shares 65,625
Long term loans 490,907 424,307
Hire purchase and nance lease liabilities 1,890 1,885
Current liabilities
Gross amount due to customers 8,042
Trade payables 275,856 220,750
Other payables and accruals 136,472 117,947
Hire purchase and nance leases liabilities 1,187 1,161
Short term borrowings 82,730 66,105
Bank overdrafts 21,100 6,790
Income Statements
Revenue 1,471,357 1,328,325
Cost of sales 1,090,573 976,853
Other operating income 13,911 13,031
Selling and marketing expenses 34,111 32,016
Administrative and general expenses 98,983 93,534
Net prot from investing activities 44,109 43,876
Share of net prots less losses of associated companies 4,401 15,162
Finance costs 12,244 6,976
Tax expense 84,412 77,560
149
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
53. COMPARATIVE FIGURES (CONTD)
Group Company
As As
As previously As previously
restated stated restated stated
RM000 RM000 RM000 RM000
Cash Flow Statements
Cash ow from operating activities
Prot before tax 297,867 291,015
Adjustments for:
Allowance for doubtful debts no longer required (383)
Bad and doubtful debts 900 692
Depreciation
property, plant and equipment 9,810 9,152
investment properties 1,679 1,487
Gain on disposal of property, plant and equipment (683) (675)
Prot retained in associated companies (4,401) (15,162)
Inventories written down 133
Interest expense 12,244 6,976
Interest income (23,345) (22,546)
Rental income (1,178) (1,168)
Changes in property development costs 169,047 168,933
Changes in accrued billings/progress billing 9,856 (34,559)
Changes in gross amount due from/to customers (22,011) (1,209)
Changes in inventories 3,271 2,827
Changes in receivables (46,754) (33,067)
Changes in payables 3,740 (7,182)
Rental received 401 417
Interest received 6,465 5,919
Interest paid (52,703) (49,190)
Tax paid (91,845) (82,614)
Cash ows from investing activities
Additions to land held for property development (254,245) (245,096)
Purchase of property, plant and equipment (110,929) (100,231)
Proceeds from disposal of property, plant and equipment 842 832
(Advances to)/Repayment from associated companies (1,307) (2,645) (2) 8
Repayment from jointly controlled entities 4,802 5,286 4,583 4,573
Placement of xed deposits, sinking fund, debt service
reserve and escrow accounts (6,828) (6,299)
Interest received 16,584 16,331
Rental received 777 751
150
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
53. COMPARATIVE FIGURES (CONTD)
Group Company
As As
As previously As previously
restated stated restated stated
RM000 RM000 RM000 RM000
Cash ows from nancing activities
Drawdown of bank term loans 136,281 68,731
Repayment of bank term loans (321,106) (223,356)
Drawdown of revolving credit 48,700 28,700
Repayment of revolving credit (55,200) (37,000)
Repayment to a corporate shareholder (38)
Payment of hire purchase and nance lease liabilities (1,595) (1,566)
Interest paid (184) (179)
Dividends paid (167,122) (165,519)
54. SIGNIFICANT EVENT PENDING COMPLETION
The following are the status of corporate proposals that have been announced by the Company but not completed as at 31 October 2009:
(a) Conditional Shareholders Agreement entered into on 20 December 2000 between S P Setia Berhad and YGP Holdings Sdn. Bhd. (YGP)
to govern the relationship between S P Setia Berhad and YGP (the Parties) as proposed shareholders in KL Eco City Sdn Bhd (formerly
known as Pelita Dunia Sdn Bhd) (KLEC) and to set out the respective rights, duties and obligations of the Parties in relation to the
proposed mixed residential and commercial development project.
On 21 August 2007, a Memorandum of Understanding was entered into between Datuk Bandar Kuala Lumpur (DBKL) and KLEC,
currently a wholly owned subsidiary of S P Setia Berhad, pertaining to the proposed mixed residential and commercial development of
the State Lands and Private Lands;
Pending the signing of the Privatisation Agreement, both parties have on 23 April 2009 entered into an interim agreement to set out, amongst
others, the Parties respective rights and obligations and the steps to be taken in procuring the eventual issuance of the title to the said
lands by the State Authority. As announced on 26 October 2009, KLEC and DBKL have agreed to extend the period for the execution of the
Privatisation Agreement up to 20 February 2010.
To-date, pursuant to the Memorandum of Understanding, KLEC has paid a compensation of RM3,600,000, through DBKL to squatter
families occupying the said lands;
(b) Conditional agreement to lease between Bukit Indah (Johor) Sdn Bhd, a wholly owned subsidiary of S P Setia Berhad and Tesco Stores
(Malaysia) Sdn Bhd of approximately 9.69 acres of freehold land together with building in the Mukim of Pulai, District of Johor Bahru,
State of Johor as announced on 29 October 2007. The agreement became unconditional on 13 March 2009;
(c) Cooperation agreement as announced on 3 January 2009 by Setia Saigon East Limited and Setia D-Nine Limited, both wholly owned
subsidiaries of S P Setia Berhad and Saigon Hi-Tech Park Development Company to jointly develop a mixed real property development
on a parcel of land measuring approximately 32 hectares or 79 acres located in District 9, Ho Chi Minh City, Vietnam. On 6 July 2009,
the parties have mutually agreed to extend the period for fullment of the conditions precedent to expire on 3 January 2010;
151
S P SETIA BERHAD GROUP
Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 October 2009 (Contd)
54. SIGNIFICANT EVENT PENDING COMPLETION (CONTD)
(d) Development agreement entered into by Aeropod Sdn Bhd, a 70% owned subsidiary of S P Setia Berhad and the State Government of
Sabah for the proposed development of a piece of land measuring approximately 59.21 acres in Tanjung Aru, Kota Kinabalu, Sabah as
announced on 29 January 2008.
As announced on 29 October 2009, the parties have mutually agreed to extend the period for fulllment of the conditions precedent to
expire on 29 April 2010;
(e) Proposed disposal by Bandar Setia Alam Sdn Bhd (BSA), a wholly owned subsidiary of S P Setia Berhad, of approximately 30.5
acres of freehold land located within Precinct 1 of the Setia Alam township (Said Land) to Greenhill Resources Sdn Bhd, a jointly
controlled entity of BSA, for a total consideration of RM119,572,200 and proposed joint venture between BSA and Lend Lease Asian
Retail Investment Fund 2 Limited, a wholesale real estate development fund managed by Lend Lease Investment Management Pte Ltd,
for the development of a retail mall on the Said Land, as announced on 2 July 2008.
Subsequently on 15 July 2009, BSA had entered into several agreements to reect certain changes to the earlier Proposals announced
on 2 July 2008. The agreements include the Amended and Restated Sale and Purchase Agreement between GR Investment Ltd
(GRI) and Greenhill for the disposal by BSA to Greenhill of approximately 14.31 acres (Stage 1 Land) of the Original Land for
a total consideration of approximately RM56.1 million and the Sale and Purchase Agreement between BSA and Greenhill and GRI
for the disposal by BSA to Greenhill of approximately 16.19 acres of the Original Land (Stage 2 Land) for a total consideration of
approximately RM63.5 million. The agreement for Stage 1 Land became unconditional on 15 July 2009;
(f) Co-operation Agreement entered into by S P Setia Berhad and Hangzhou Ju Shen Construction Engineering Limited (Hangzhou Ju Shen) to
jointly plan, evaluate, develop, design, construct, manage and operate a mixed real property development (Project) on a parcel of land measuring
approximately 25 acres located in Hangzhou City, Zhejiang Province, The Peoples Republic of China as announced on 4 June 2009.
On 28 October 2009, Setia (Hangzhou) Development Company Limited, a subsidiary of S P Setia Berhad, had entered into a Joint Venture
Contract with Hangzhou Ju Shen to establish a limited liability joint-venture company (JV Co). The purpose of the JV Co is to undertake
the Project on a piece of land measuring approximately 5 acres will be developed as the rst phase of the Project; and
(g) On 26 October 2009, a subsidiary of S P Setia Berhad, Setia Lai Thieu Limited (Setia LT), had entered into an In-Principle Agreement with
Investment and Industrial Development Corporation (Becamex IDC Corp) (Becamex) for the assignment of the implementation and development
of an independent mixed-use real estate project on a piece of land measuring approximately 108,400 square metres / 26.79 acres located in
Lai Thieu Town, Thuan An District, Binh Duong Province, Vietnam (Land) from Becamex to a company to be established by Setia LT in Vietnam
for a total consideration of United States Dollars Sixteen Million Two Hundred and Sixty Thousand (US$16,260,000) only.
55. AUTHORISATION FOR ISSUE OF FINANCIAL STATEMENTS
These nancial statements were authorised for issue on 10 December 2009 by the board of directors.
152
STATEMENT BY DIRECTORS Pursuant to Section 169(15) of the Companies Act, 1965
STATUTORY DECLARATION Pursuant to Section 169(16) of the Companies Act, 1965
In the opinion of the directors, the nancial statements set out on pages 76 to 151 have been drawn up:
(a) so as to give a true and fair view of the state of affairs of the Group and of the Company at 31 October 2009 and of their results and cash
ows for the year then ended;
(b) in accordance with Financial Reporting Standards and the provisions of the Companies Act, 1965.
Signed on behalf of the directors in accordance with a directors' resolution dated 10 December 2009
TAN SRI DATO' SRI LIEW KEE SIN DATO VOON TIN YOW
Director Director
Kuala Lumpur
I, Teow Leong Seng, being the director primarily responsible for the nancial management of S P Setia Berhad do solemnly and sincerely declare
that to the best of my knowledge and belief, the nancial statements set out on pages 76 to 151 are correct.
And I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared at )
Kuala Lumpur in the Federal Territory )
) TEOW LEONG SENG
this 10 December 2009 )
)
Before me:
ROBERT LIM HOCK KEE
W092
Commissioner for Oaths
153
S P SETIA BERHAD GROUP
Annual Report 2009
ANALYSIS OF SHAREHOLDINGS As at 31 December 2009
Authorised Share Capital : RM1,200,000,000
Issued Share Capital : 1,016,805,818
Paid Up Share Capital : RM762,604,364
Class of Shares : Ordinary Shares of RM0.75 each
Voting Rights : One Vote per Ordinary Share
DISTRIBUTION OF SHAREHOLDINGS
No. of
Size of Shareholdings Shareholders % No. of Shares %
less than 100 498 9.03 15,568 0.00
100 1,000 1,245 22.57 914,318 0.09
1,001 10,000 2,785 50.48 10,506,706 1.03
10,001 100,000 686 12.43 20,503,691 2.02
100,001 to less than 5% of issued shares 299 5.42 514,460,554 50.60
5% and above of issued shares 4 0.07 470,404,981 46.26
Total 5,517 100.00 1,016,805,818 100.00
LIST OF THIRTY LARGEST SHAREHOLDERS
Name of Shareholders No. of Shares %
1. Amanah Raya Nominees (Tempatan) Sdn Bhd 208,139,898 20.47
Skim Amanah Saham Bumiputera
2. Employees Provident Fund Board 118,821,885 11.69
3. Permodalan Nasional Berhad 75,770,650 7.45
4. HSBC Nominees (Asing) Sdn Bhd 67,672,548 6.66
Exempt An for JPMorgan Chase Bank, National Association (U.S.A.)
5. EB Nominees (Tempatan) Sendirian Berhad 38,092,987 3.75
Pledged Securities Account for Tan Sri Dato Sri Liew Kee Sin (KLM)
6. Tan Sri Dato Sri Liew Kee Sin 37,245,855 3.66
7. Amanah Raya Nominees (Tempatan) Sdn Bhd 29,157,950 2.87
Amanah Saham Wawasan 2020
8. Puan Sri Datin Sri How Teng Teng 19,451,298 1.91
9. Amanah Raya Nominees (Tempatan) Sdn Bhd 18,849,900 1.85
Amanah Saham Malaysia
10. Valuecap Sdn Bhd 16,708,700 1.64
11. CIMB Group Nominees (Tempatan) Sdn Bhd 12,874,999 1.27
Pledged Securities Account for Tan Sri Dato Sri Liew Kee Sin
12. HSBC Nominees (Asing) Sdn Bhd 9,500,000 0.93
CS (Lux) S.A. for Credit Suisse Equity Fund (Lux) Infrastructure Aberdeen
13. Citigroup Nominees (Tempatan) Sdn Bhd 9,049,300 0.89
Exempt An for American International Assurance Berhad
14. Sakura Gold Sdn Bhd 8,749,999 0.86
154
ANALYSIS OF SHAREHOLDINGS At as 31 December 2009 (Contd)
LIST OF THIRTY LARGEST SHAREHOLDERS (CONTD)
Name of Shareholders No. of Shares %
15. Dynamic Growth Management Limited 8,250,000 0.81
16. HSBC Nominees (Asing) Sdn Bhd 8,129,852 0.80
BBH And Co Boston for Vanguard Emerging Markets Stock Index Fund
17. Cartaban Nominees (Asing) Sdn Bhd 7,912,100 0.78
State Street for Ishares MSCI Emerging Markets Index Fund
18. HSBC Nominees (Asing) Sdn Bhd 7,762,000 0.76
Exempt An for J.P. Morgan Bank Luxembourg S.A.
19. Lee Siew Choong 7,429,700 0.73
20. Citigroup Nominees (Asing) Sdn Bhd 7,235,000 0.71
CBNY for E.I.I International Property Fund
21. Alsirat Sdn Bhd 7,004,000 0.69
22. HSBC Nominees (Asing) Sdn Bhd 7,000,000 0.69
CS (Lux) S.A. for Credit Suisse Equity Fund (Lux) Asian Property Aberdeen
23. Cartaban Nominees (Asing) Sdn Bhd 6,812,250 0.67
The Governor and Company of the Bank of Ireland for Ishares Public Limited Company
24. Amanahraya Trustees Berhad 6,229,000 0.61
Public Islamic Dividend Fund
25. HSBC Nominees (Asing) Sdn Bhd 6,087,759 0.60
Exempt An for JPMorgan Chase Bank, National Association (U.A.E.)
26. Citigroup Nominees (Asing) Sdn Bhd 6,050,000 0.60
CB SGP for AIG International Funds-Acorns of Asia Balanced Fund
27. Pertubuhan Keselamatan Sosial 5,681,867 0.56
28. HSBC Nominees (Tempatan) Sdn Bhd 5,608,500 0.55
Nomura Asset Management Malaysia for Employees Provident Fund
29. Citigroup Nominees (Tempatan) Sdn Bhd 5,249, 998 0.52
Pledged Securities Account for Tan Sri Dato Sri Liew Kee Sin
30. Cartaban Nominees (Asing) Sdn Bhd 5,085,000 0.50
State Street for Ishares, Inc
777,612,995 76.48
SUBSTANTIAL SHAREHOLDERS
No. of Ordinary Shares Held
Name Direct % Indirect %
Amanah Raya Nominees (Tempatan) Sdn Bhd 208,139,898 20.47
Skim Amanah Saham Bumiputera
Employees Provident Fund Board 141,714,235 13.94
Tan Sri Dato Sri Liew Kee Sin 93,463,839 9.19
a
28,201,297 2.77
Permodalan Nasional Berhad 75,770,650 7.45
Yayasan Pelaburan Bumiputra 75,770,650 7.45
a
Deemed interested by virtue of the shareholdings held by Sakura Gold Sdn Bhd and his spouse.
155
S P SETIA BERHAD GROUP
Annual Report 2009
ANALYSIS OF SHAREHOLDINGS AND WARRANT HOLDINGS
As at 31 December 2009
DIRECTORS AND THEIR SHAREHOLDINGS
No. of Ordinary Shares Held
Name Direct % Indirect %
Tan Sri Abdul Rashid Bin Abdul Manaf 67,000 0.01
a
7,178,000 0.71
Tan Sri Dato Sri Liew Kee Sin 93,463,839 9.19
b
28,201,297 2.77
Dato Voon Tin Yow 19,932 *
Teow Leong Seng 10,933 *
Chang Khim Wah 62,106 0.01
Tan Sri Datuk Seri Lee Lam Thye
c
18,000 *
Tan Sri Dato Hari Narayanan A/L Govindasamy
Dato Leong Kok Wah
Datuk Ismail Bin Adam
Ng Soon Lai @ Ng Siek Chuan
Tan Sri Dato Dr. Wan Mohd Zahid Bin Mohd Noordin
Dato Noor Farida Binti Mohd Arifn
a
Deemed interested by virtue of the shareholdings held by Alsirat Sdn Bhd and his daughter.
b
Deemed interested by virtue of the shareholdings held by Sakura Gold Sdn Bhd and his spouse.
c
Deemed interested by virtue of the shareholdings held by his son.
* Insignicant.
DISTRIBUTION OF WARRANT HOLDINGS
No. of Warrant No. of
Size of Warrant Holdings Holders % Warrants %
less than 100 31 0.89 1,349 0.00
100 1,000 887 25.53 431,470 0.27
1,001 10,000 1,474 42.43 8,140,304 5.08
10,001 100,000 923 26.57 31,026,896 19.36
100,001 to less than 5% of issued shares 156 4.49 80,259,573 50.08
5% and above of issued shares 3 0.09 40,393,705 25.21
Total 3,474 100.00 160,253,297 100.00
LIST OF THIRTY LARGEST WARRANT HOLDERS
Name Of Warrants Holders No. of Warrants %
1. Tan Sri Dato Sri Liew Kee Sin 15,747,403 9.83
2. Puan Sri Datin Sri How Teng Teng 13,511,902 8.43
3. HSBC Nominees (Asing) Sdn Bhd
- BNY Brussels for Alpine International Real Estate Equity Fund 11,134,400 6.95
4. CIMB Group Nominees (Tempatan) Sdn Bhd
- BHLB Trustee Berhad for HLG Asia-Pacic Property Income Plus Fund 5,778,000 3.60
156
LIST OF THIRTY LARGEST WARRANT HOLDERS (CONTD)
Name Of Warrants Holders No. of Warrants %
5. HSBC Nominees (Asing) Sdn Bhd
RBS Coutts Sg for Grandly Star Capital Limited 5,000,000 3.12
6. Citigroup Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Koh Kim Teck 4,985,000 3.11
7. Lim Beng Leong 2,926,000 1.83
8. Amanah Raya Nominees (Tempatan) Sdn Bhd
Amanah Saham Wawasan 2020 2,457,375 1.53
9. Inter-Pacic Equity Nominees (Asing) Sdn Bhd
Kim Eng Securities Pte Ltd for Chumpon Chantharakulpongsa 2,100,000 1.31
10. Alsirat Sdn Bhd 2,050,000 1.28
11. Amanah Raya Nominees (Tempatan) Sdn Bhd
Skim Amanah Saham Bumiputera 1,698,849 1.06
12. Citigroup Nominees (Asing) Sdn Bhd
UBS AG Singapore for Boston Private Capital Limited 1,690,000 1.05
13. Dato Voon Tin Yow 1,595,000 1.00
14. Citigroup Nominees (Asing) Sdn Bhd
Chase Manhattan Trustees Limited for Pacic Trust (CBLDN) 1,554,400 0.97
15. Sakura Gold Sdn Bhd 1,458,333 0.91
16. Teoh Aik Ping 1,425,500 0.89
17. Dynamic Growth Management Limited 1,375,000 0.86
18. RHB Nominees (Tempatan) Sdn Bhd
Amara Investment Management Sdn Bhd for Wong Yee Hui 1,284,500 0.80
19. Mayban Nominees (Tempatan) Sdn Bhd
Mayban Trustees Berhad for CIMB-Principal Strategic Bond Fund 1,250,000 0.78
20. Citigroup Nominees (Asing) Sdn Bhd
UBS AG Singapore for Zurich Capital Management Limited 1,200,000 0.75
21. Teng Li Ling 1,184,000 0.74
22. CIMB Group Nominees (Tempatan) Sdn Bhd
BHLB Trustee Berhad for Prugrowth Fund 1,175,000 0.73
23. Citigroup Nominees (Tempatan) Sdn Bhd
Exempt An for Prudential Fund Management Berhad 1,110,000 0.69
24. Kong Sum Mooi 1,105,000 0.69
25. RHB Capital Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Susy Ding 1,050,000 0.65
26. Public Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Chia Siya Heng 1,036,000 0.65
27. TA Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Kho Chai Yam 950,000 0.59
28. Permodalan Nasional Berhad 928,250 0.58
29. Low Chin Yow 836,000 0.52
30. Mayban Securities Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Chin Shih Shyong 827,200 0.52
90,423,112 56.42
ANALYSIS OF WARRANT HOLDINGS As at 31 December 2009
157
S P SETIA BERHAD GROUP
Annual Report 2009
DIRECTORS WARRANT HOLDINGS
No. of Warrants Held
Name Direct % Indirect %
Tan Sri Abdul Rashid Bin Abdul Manaf
a
2,050,000 1.28
Tan Sri Dato Sri Liew Kee Sin 15,747,403 9.82
b
14,970,235 9.34
Dato Voon Tin Yow 1,768,402 1.10
Teow Leong Seng 1,822 *
Chang Khim Wah 13,700 0.01
Tan Sri Datuk Seri Lee Lam Thye
c
3,000 *
Tan Sri Dato Hari Narayanan A/L Govindasamy
Dato Leong Kok Wah
Datuk Ismail Bin Adam
Ng Soon Lai @ Ng Siek Chuan
Tan Sri Dato Dr. Wan Mohd Zahid Bin Mohd Noordin
Dato Noor Farida Binti Mohd Arifn
a
Deemed interested by virtue of the warrants held by Alsirat Sdn Bhd.
b
Deemed interested by virtue of the warrants held by Sakura Gold Sdn Bhd and his spouse.
c
Deemed interested by virtue of the warrants held by his son.
* Insignicant.
ANALYSIS OF WARRANT HOLDINGS As at 31 December 2009 (Contd)
158
Date of Land Area Net Book
No. Location Description Acquisition (sq. ft.) Tenure Value (RM)
1. Mukim Bukit Raja, Daerah Petaling, Land under development 30/03/02 48,900,317 Freehold 615,531,907
Selangor Darul Ehsan and held for development
2. Mukim Pulai, Daerah Johor Bahru, Land under development 10/01/07 36,157,292 Freehold 320,867,818*
Johor Darul Takzim and held for development
3. Mukim Bukit Raja, Daerah Petaling, Land under development 13/12/03 10,347,062 Freehold 259,433,021*
Selangor Darul Ehsan and held for development
4. Mukim Tebrau, Daerah Johor Bahru, Land under development 04/08/04 16,461,752 Freehold 233,372,596
Johor Darul Takzim and held for development
5. Mukim Pulai, Daerah Johor Bahru, Land under development 15/02/96 5,983,895 Freehold 117,764,684
Johor Darul Takzim and held for development
6. Mukim 12, Daerah Barat Daya, Land under development 27/09/05 1,692,659 Freehold 97,287,887
Pulau Pinang and held for development
7. Mukim Tebrau, Daerah Johor Bahru, Land under development 23/08/99 2,761,238 Freehold 90,752,299
Johor Darul Takzim and held for development
8. Mukim Bukit Raja, Daerah Petaling, Commercial land 30/03/02 6,346,256 Freehold 76,132,137
Selangor Darul Ehsan
9. Mukim Pulai, Daerah Johor Bahru, Land under development 25/10/01 3,835,248 Freehold 72,066,607
Johor Darul Takzim and held for development
10. Mukim 10 & Mukim 12, Land held for development 19/01/09 1,256,793 Freehold 68,965,445
Daerah Barat Daya,
Pulau Pinang
* These amounts represent 100% of the net book value of the properties held by jointly controlled entities.
LIST OF MATERIAL PROPERTIES HELD BY THE GROUP as at 31 October 2009
159
S P SETIA BERHAD GROUP
Annual Report 2009
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Thirty Fifth Annual General Meeting of the Company will be held at Nusantara
Hall, Setia Alam Welcome Centre, No. 2, Jalan Setia Indah AD U13/AD, Seksyen U13, Setia Alam, 40170 Shah Alam,
Selangor Darul Ehsan on Wednesday, 3 March 2010 at 11.00 a.m. for the following purposes:-
AGENDA
1. To receive the audited nancial statements of the Company for the nancial year ended 31 October 2009 together with
the reports of the Directors and auditors thereon.
2. To declare a nal dividend of 9 sen per share less 25% tax for the nancial year ended 31 October 2009.
3. To re-elect the following Directors who retire in accordance with Article 93 of the Companys Articles of Association and,
being eligible, offer themselves for re-election:
(a) Tan Sri Abdul Rashid Bin Abdul Manaf
(b) Dato Voon Tin Yow
(c) Dato Leong Kok Wah
4. To re-elect the following Directors who retire in accordance with Article 98 of the Companys Articles of Association and,
being eligible, offer themselves for re-election:
(a) Mr Teow Leong Seng
(b) Tan Sri Dato Dr. Wan Mohd Zahid Bin Mohd Noordin
(c) Dato Noor Farida Binti Mohd Arifn
5. To re-appoint Mazars, Chartered Accountants, the retiring auditors, as the auditors for the ensuing year and to authorise
the Directors to x their remuneration.
AS SPECIAL BUSINESS
To consider and if thought t, to pass the following Ordinary Resolution:
6. PROPOSED SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE
OR TRADING NATURE AS SPECIFIED IN SECTION 2.3.1 OF THE CIRCULAR TO SHAREHOLDERS DATED
9 FEBRUARY 2010
THAT, subject always to the Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given
to the Company and its subsidiaries (S P Setia Group) to enter into and give effect to specied recurrent related
party transactions of a revenue or trading nature of the S P Setia Group with specied classes of Related Parties (as
dened in the Listing Requirements of Bursa Malaysia Securities Berhad and as specied in Section 2.3.1 of the Circular
to Shareholders dated 9 February 2010) which are necessary for the day to day operations in the ordinary course of
business and are carried out at arms length basis on normal commercial terms of the S P Setia Group on terms not
more favourable to the Related Parties than those generally available to the public and are not detrimental to minority
shareholders of the Company and such approval shall continue to be in force until:
(i) the conclusion of the next Annual General Meeting of the Company (AGM) at which time it will lapse, unless by
a resolution passed at the meeting, the authority is renewed;
(ii) the expiration of the period within which the next AGM after the date it is required to be held pursuant to Section
143(1) of the Companies Act, 1965 (Act) (but shall not extend to such extension as may be allowed pursuant
to Section 143(2) of the Act); or
Resolution 1
Resolution 2
Resolution 3
Resolution 4
Resolution 5
Resolution 6
Resolution 7
Resolution 8
Resolution 9
160
(iii) revoked or varied by resolution passed by the shareholders in a general meeting,
whichever is the earlier,
THAT authority be and is hereby given to the Directors of the Company to complete and do all such acts and things as
they may consider necessary or expedient in the best interest of the Company (including executing all such documents
as may be required) to give effect to the transactions contemplated and/or authorised by this Ordinary Resolution.
7. To transact any other business of which due notice shall have been given.
NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT
NOTICE IS ALSO HEREBY GIVEN THAT a Final Dividend of 9 sen per share less 25% tax for the nancial year ended
31 October 2009, if approved by the shareholders at the 35th Annual General Meeting, will be paid on 31 March 2010 to
shareholders whose names appear in the Record of Depositors on 18 March 2010.
A depositor shall qualify for entitlement only in respect of:
i) shares transferred into the depositors securities account before 4.00 p.m. on 18 March 2010, in respect of transfers; and
ii) shares bought on Bursa Malaysia Securities Berhad (Bursa Securities) on a cum entitlement basis according to the
Rules of Bursa Securities.
By Order of the Board
LEE WAI NGAN (LS 00184)
CHAN TOYE YING (LS 00185)
Company Secretaries
9 February 2010
Kuala Lumpur
Resolution 10
Notes:
1. A member entitled to attend and vote at the meeting is entitled to appoint not more than two (2) proxies to attend and vote in his/her stead. A proxy may but need not be
a member of the Company and the provisions of Section 149(1)(b) of the Act shall not apply to the Company.
2. The Form of Proxy, in the case of an individual, shall be signed by the appointor or his attorney, and in the case of a corporation, either under seal or under the hand of an
ofcer or attorney duly authorised.
3. Where a member appoints two proxies, the appointment shall be invalid unless he species the proportions of his holdings to be represented by each proxy.
4. The Form of Proxy duly completed and signed must be deposited at the Registered Ofce of the Company at Plaza 138, Suite 18.03, 18th Floor, 138, Jalan Ampang, 50450
Kuala Lumpur not less than 48 hours before the time for holding the meeting or any adjournment thereof.
Explanatory Notes on Special Business
The proposed Resolution 10, if approved, will allow the Company and its subsidiaries to enter into recurrent related party transactions of a revenue and trading nature relating to
sale of properties by the S P Setia Group to related parties. For further details, please refer to the Circular to Shareholders dated 9 February 2010 which is circulated together
with the Annual Report 2009.
NOTICE OF ANNUAL GENERAL MEETING
S P SETIA BERHAD (19698-X)
PROXY FORM
I/We NRIC No./Company No.
(full name in block letters)
of
(full address)
being a member / members of S P SETIA BERHAD, hereby appoint
(full name in block letters)
NRIC No.: of
(full address)
and/or failing him/her,
(full name in block letters)
NRIC No.: of
(full address)
or failing him / her, the Chairman of the Meeting as * my / our proxy to attend and vote for * me / us and on * my / our behalf at the Thirty Fifth Annual General
Meeting of the Company to be held at Nusantara Hall, Setia Alam Welcome Centre, No. 2, Jalan Setia Indah AD U13/AD, Seksyen U13, Setia Alam, 40170 Shah Alam,
Selangor Darul Ehsan on Wednesday, 3 March 2010 at 11.00 a.m. and at any adjournment thereof in the manner as indicated below:
No. RESOLUTION FOR AGAINST
1. Receipt of Financial Statements and Reports
2. Payment of Final Dividend
3. Re-election of Director : Tan Sri Abdul Rashid Bin Abdul Manaf
4. Re-election of Director : Dato Voon Tin Yow
5. Re-election of Director : Dato Leong Kok Wah
6. Re-election of Director : Mr Teow Leong Seng
7. Re-election of Director : Tan Sri Dato Dr. Wan Mohd Zahid Bin Mohd Noordin
8. Re-election of Director : Dato Noor Farida Binti Mohd Arifn
9. To re-appoint Mazars, Chartered Accountants as Auditors and to authorise the Directors to x their remuneration
10. Proposed Shareholders Mandate as specied in Section 2.3.1 of the Circular to Shareholders dated 9 February 2010
* Strike out whichever not applicable
(Please indicate with an X in the spaces above how you wish your votes to be cast. If you do not do so, the proxy will vote or abstain from voting at his
discretion).
Dated this day of 2010.
Signature of Member(s)
Notes:
A member entitled to attend and vote at the meeting is entitled to appoint not more than two proxies to attend and vote in his/her stead. A proxy may but need not be a member of the
Company and the provisions of Section 149(1)(b) of the Act shall not apply to the Company.
The Form of Proxy, in the case of an individual, shall be signed by the appointor or his attorney, and in the case of a corporation, either under seal or under the hand of an ofcer or
attorney duly authorised.
Where a member appoints two proxies, the appointment shall be invalid unless he species the proportions of his holdings to be represented by each proxy.
The Form of Proxy duly completed and signed must be deposited at the Registered Ofce of the Company at Plaza 138, Suite 18.03, 18th Floor, 138, Jalan Ampang, 50450 Kuala Lumpur
not less than 48 hours before the time for holding the meeting or any adjournment thereof.
No. of Ordanary
Shares Held
The Company Secretary
S P SETIA BERHAD
Plaza 138, Suite 18.03,
18
th
Floor, 138 Jalan Ampang,
50450 Kuala Kumpur.
STAMP
Fold this ap to seal
2
nd
fold here
1
st
fold here
GROUP DIRECTORY
HEAD OFFICE
S P SETIA BERHAD (19698-X)
Setia Corporate Tower
5A, Jalan Setia Nusantara U13/17,
Seksyen U13 Setia Alam,
40170 Shah Alam,
Selangor Darul Ehsan, Malaysia.
TEL : 03-3344 8800
FAX : 03-3344 3232
EMAIL : corp@spsetia.com.my
WEBSITE : www.spsetia.com.my
BANDAR SETIA ALAM SDN BHD (566140-D)
GREENHILL RESOURCES SDN BHD (813548-H)
S. P. SETIA SECURITY SERVICES SDN BHD (512181-H)
Setia Alam Welcome Centre
2, Jalan Setia Indah AD U13/AD,
Seksyen U13 Setia Alam,
40170 Shah Alam,
Selangor Darul Ehsan, Malaysia.
TEL : 03-3343 2255 (Sales)
03-3361 7755 (Technical)
03-3344 9949 (Greenhill)
FAX : 03-3345 2255 (Sales)
03-3345 2525 (Technical)
03-3344 3546 (Greenhill)
EMAIL : bsa-sales@spsetia.com.my
corp@spsetia.com.my
BANDAR ECO-SETIA SDN BHD (566138-A)
5B/1/3, 1st Floor,
Jalan Setia Nusantara U13/17,
Seksyen U13 Setia Alam,
40170 Shah Alam,
Selangor Darul Ehsan, Malaysia.
TEL : 03-3343 2228
FAX : 03-3343 7228
EMAIL : eco-sales@spsetia.com.my
S P SETIA CONSTRUCTION SDN BHD (405936-P)
SETIA PRECAST SDN BHD (347177-A)
Support Center Setia Alam
Unit 23A-2, Setia Avenue,
2, Jalan Setia Prima S U13/S,
Seksyen U13 Setia Alam,
40170 Shah Alam,
Selangor Darul Ehsan, Malaysia.
TEL : 03-3344 1900 (GQM/GCD)
03-3344 3033 (Precast)
FAX : 03-3344 1702 (GQM)
03-3344 1381 (GCD)
03-3344 3733 (Precast)
EMAIL : corp@spsetia.com.my
setiaprecast@spsetia.com.my
EXCELJADE SDN BHD (765480-D)
SENDIMAN SDN BHD (729054-X)
SYARIKAT KEMAJUAN JERAI SDN BHD (23898-U)
Sky Pod, Setia Sky Residences
No. 78, Jalan Raja Muda Abdul Aziz,
Off Jalan Tun Razak,
50300 Kuala Lumpur, Malaysia.
TEL : 03-2697 2255
FAX : 03-2697 2552
EMAIL : sky-sales@spsetia.com.my
grande-sales@spsetia.com.my
S P SETIA ESTATE MANAGEMENT SDN BHD (251637-X)
2, Jalan Setia Tropika U13/20,
Seksyen U13 Setia Alam,
40170 Shah Alam,
Selangor Darul Ehsan, Malaysia.
TEL : 03-3342 7222 / 4292 8633
FAX : 03-3342 3030 / 4297 3719
EMAIL : estate@spsetia.com.my
support@spsetia.com.my
KL ECO CITY SDN BHD (185140-X)
(Formerly known as PELITA DUNIA SDN BHD)
WAWASAN INDERA SDN BHD (230831-A)
Wisma S P Setia,
1, Jalan Bandar Satu,
Pusat Bandar Puchong,
47160 Puchong,
Selangor Darul Ehsan, Malaysia.
TEL : 03-5882 2000
FAX : 03-5882 1230
EMAIL : KLEC@spsetia.com.my
leasing_group@spsetia.com.my
corp@spsetia.com.my
SETIAWALK GALLERIA
BANDAR SETIA ALAM SDN BHD (566140-D)
Jalan Bandar Dua,
Pusat Bandar Puchong,
47160 Puchong,
Selangor Darul Ehsan, Malaysia.
TEL : 03-5882 2255
FAX : 03-5882 2722
EMAIL : setiawalk-sales@spsetia.com.my
SETIA-WOOD INDUSTRIES SDN BHD (23725-V)
S P SETIA MARKETING SDN BHD (175198-P)
Lot 5 & 6, Jalan Indah 1/3,
Taman Industri Rawang Indah,
48000 Rawang,
Selangor Darul Ehsan, Malaysia.
TEL : 03-6092 8022
FAX : 03-6092 0322
EMAIL : setiawood@spsetia.com.my
SETIA PUTRAJAYA DEVELOPMENT SDN BHD (424955-P)
3A, Jalan P9G/7,
62250 Putrajaya, Malaysia.
TEL : 03-8887 8008
FAX : 03-8887 8010
EMAIL : spj-sales@spsetia.com.my
EASTERN REGION
AEROPOD SDN BHD (767765-P)
B-10-1, 1st Floor, Block B,
KK Times Square,
Off Coastal Highway,
88100 Kota Kinabalu,
Sabah, Malaysia.
TEL : 08-848 6255
FAX : 08-848 6299
EMAIL : corp@spsetia.com.my
NORTHERN REGION
SETIA PEARL ISLAND
SETIA VISTA
SETIA PROMENADE SDN BHD (388384-W)
KEWIRA JAYA SDN BHD (504851-V)
Pearl Island Country Club
8, Persiaran Kelicap,
11900 Bayan Lepas,
Penang, Malaysia.
TEL : 04-641 2255
FAX : 04-642 2255
EMAIL : spi-sales@spsetia.com.my
SOUTHERN REGION
BUKIT INDAH (JOHOR) SDN BHD (307260-V)
Wisma S P Setia,
1, Jalan Indah 15/1,
Bukit Indah,
81200 Johor Bahru,
Johor Darul Takzim, Malaysia.
TEL : 07-241 2255
FAX : 07-241 5955/2855
EMAIL : bukitindah@spsetia.com.my
SETIA ECO GARDENS
KESAS KENANGAN SDN BHD (745817-H)
Pejabat Tapak, Lot 2110, KM 5.5,
Jalan Gelang Patah-Ulu Choh,
81550 Johor Darul Takzim, Malaysia.
TEL : 07-555 2525
FAX : 07-555 2552/2555
EMAIL : seg-sales@spsetia.com.my
SETIA INDAH SDN BHD (185555-H)
Wisma S P Setia,
1, Jalan Setia 3/6,
Taman Setia Indah,
81100 Johor Bahru,
Johor Darul Takzim, Malaysia.
TEL : 07-351 2255
FAX : 07-351 2525
EMAIL : setiaindah@spsetia.com.my
SETIA TROPIKA
SETIA INDAH SDN BHD (185555-H)
Wisma S P Setia,
1, Jalan Setia Tropika,
Taman Setia Tropika, Kempas,
81200 Johor Bahru,
Johor Darul Takzim, Malaysia.
TEL : 07-237 2255
FAX : 07-237 2225
EMAIL : setiatropika@spsetia.com.my
INTERNATIONAL
S P SETIA INTERNATIONAL (S) PTE LTD (200906303E)
1, Harbourfront Place #01-06,
Harbourfront Tower One,
Singapore 098633.
TEL : +65 6271 2255
FAX : +65 6271 3522
EMAIL : corp@spsetia.com.my
ECOLAKES
SETIABECAMEX JOINT STOCK COMPANY
NE2 Highway,
Ecolakes My Phuoc,
3A Hamlet, Thoi Hoa Commune,
Ben Cat District,
Bin Duong Province, Vietnam.
TEL : +84 650 3577 577
FAX : +84 650 3577 225
EMAIL : Ecolakes-Sales@setiabecamex.vn
SETIA (HANGZHOU) DEVELOPMENT CO. LTD (1352999)
Setia Corporate Tower
5A, Jalan Setia Nusantara U13/17,
Seksyen U13 Setia Alam,
40170 Shah Alam,
Selangor Darul Ehsan, Malaysia.
TEL : 03-3344 8800
FAX : 03-3344 3232
EMAIL : corp@spsetia.com.my
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www.spsetia.com.my
Setia Corporate Tower
5A, Jalan Setia Nusantara U13/17,
Seksyen U13 Setia Alam,
40170 Shah Alam,
Selangor Darul Ehsan,
Malaysia.
ANNUAL REPORT 2009
INNOVATIVE CONCEPTS...
VALUE CREATION