BINAPURI
BINAPURI
BINAPURI
2012
Contents
Notice of Annual General Meeting
16
Corporate Information
18
Board Of Directors
19
Chairmans Statement
26
30
35
36
40
44
47
52
Directors Report
56
61
63
64
67
70
163
Statement By Directors
164
Statutory Declaration
164
165
Analysis Of Shareholdings
167
168
170
171
172
Proxy Form
Enclosed
2.
To receive the Audited Accounts for the year ended 31 December 2012 and the Reports
of Directors and Auditors thereon.
To re-elect the following Directors who retire pursuant to Article 80 of the Companys
Articles of Association:
2.1 Tay Hock Lee
2.2 Matthew Tee Kai Woon
3.
Ordinary Resolution 2
Ordinary Resolution 3
To re-elect the following Directors who retire pursuant to Article 87 of the Companys
Articles of Association:
3.1
3.2
3.3
3.4
4.
Ordinary Resolution 1
Ordinary
Ordinary
Ordinary
Ordinary
Resolution
Resolution
Resolution
Resolution
4
5
6
7
To approve the final dividend of 2% less 25% income tax in respect of the financial year
ended 31 December 2012.
Ordinary Resolution 8
5.
Ordinary Resolution 9
6.
To re-appoint Messrs Baker Tilly Monteiro Heng (AF 0117) as Auditors of the Company
and to authorise the Directors to fix their remuneration.
Ordinary Resolution 10
Special business
To consider and if thought fit, pass the following resolutions:
7.
Sea Travel and Tours Sdn. Bhd. and New Hong Wah Holdings Sdn. Bhd.
Kumpulan Melaka Bhd.
Ideal Heights Properties Sdn. Bhd.
Dimara Building System Sdn. Bhd.
Dimara Construction Sdn. Bhd.
Ordinary Resolution 11
Ordinary Resolution 12
Ordinary Resolution 13
Ordinary Resolution 14
Ordinary Resolution 15
entered into and their respective relationships with the Company and that such
approval shall, subject to annual renewal, continue to be in force until:
(c)
8.
i.
the conclusion of the next annual general meeting of the Company (unless
by a resolution or resolutions passed at the said annual general meeting, the
authority is renewed);
ii.
the expiry of the period within which the next annual general meeting of the
Company following the forthcoming annual general meeting at which this
mandate is approved, is required to be held pursuant to Section 143(1) of the
Companies Act, 1965, without regard to such extension as may be allowed
pursuant to Section 143(2) of the Companies Act, 1965; or
iii.
the Directors and/or any of them be and are hereby authorised to complete and
do all such acts and things (including executing such documents as may be
required) to give effect to the transactions contemplated and/or authorised by
these ordinary resolutions.
9.
Ordinary Resolution 16
Ordinary Resolution 17
(a) the aggregate number of shares so purchased and/or held pursuant to this
ordinary resolution (Purchased Shares) does not exceed ten percent (10%) of
the issued and paid-up capital of the Company at any one time; and
(b) the maximum amount of funds to be allocated for the Purchased Shares shall not
exceed the aggregate of the retained profits and/or share premium of the
Company;
AND THAT the Directors be and are hereby authorised to decide at their discretion
either to retain the Purchased Shares as treasury shares (as defined in Section 67A of
the Companies Act, 1965) and/or to cancel the Purchased Shares and/or to retain the
Purchased Shares as treasury shares for distribution as share dividends to the
shareholders of the Company and/or be resold through Bursa Securities in accordance
with the relevant rules of Bursa Securities and/or cancelled subsequently and/or to
retain part of the Purchased Shares as treasury shares and/or cancel the remainder
and to deal with the Purchased Shares in such other manner as may be permitted by
the Companies Act, 1965, rules, regulations, guidelines, requirements and/or orders of
Bursa Securities and any other relevant authorities for the time being in force;
AND THAT the Directors be and are hereby empowered to do all acts and things
(including the opening and maintaining of a central depositories account(s) under the
Securities Industry (Central Depositories) Act, 1991 and to take all such steps and to
enter into and execute all commitments, transactions, deed, agreements,
arrangements, undertakings, indemnities, transfers, assignments and/or guarantees as
they may deem fit, necessary, expedient and/or appropriate in the best interest of the
Company in order to implement, finalise and give full effect to the Proposed Renewal of
Share Buy-Back with full powers to assent to any conditions, modifications, variations
(if any) as may be imposed by the relevant authorities;
AND FURTHER THAT the authority conferred by this ordinary resolution shall be
effective immediately upon passing of this ordinary resolution and shall continue in
force until the conclusion of the next Annual General Meeting (AGM) of the Company
or the expiry of the period within which the next AGM of the Company is required by
law to be held (whichever is earlier), unless earlier revoked or varied by ordinary
resolution of the shareholders of the Company in general meeting, but shall not
prejudice the completion of purchase(s) by the Company before that aforesaid expiry
date and in any event in accordance with the provisions of the Listing Requirements
and other relevant authorities.
To transact any other business of which due notice shall have been given in
accordance with the Companies Act, 1965.
Ordinary Resolution 18
A proxy may but need not be a Member of the Company. There shall be no restriction as to the qualification of the
proxy and the provision of Section 149(1)(b) of the Act shall not apply to the Company. A proxy appointed to attend
and vote at a meeting of the Company shall have the same rights as the Member to speak at the meeting.
2.
If the appointor is a corporation, this form must be executed under its Common Seal or under the hand of its
attorney.
3.
In the event the member duly executes the Form of Proxy but does not name any proxy, such member shall be
deemed to have appointed the Chairman of the meeting as his proxy.
4.
A Member of the Company who is entitled to attend and vote at a meeting of the Company or at a meeting of any
class of Members of the Company, may appoint not more than two (2) proxies to attend and vote instead of the
Member at the meeting.
5.
Where a Member or the authorised nominee appoints two (2) proxies or where an exempt authorised nominee
appoints two (2) or more proxies, the proportion of shareholdings to be represented by each proxy must be specified
in the instrument appointing the proxies.
6.
Where a Member is an authorised nominee as defined under the Central Depositories Act, it may appoint not more
than two (2) proxies in respect of each Securities Account it holds with ordinary shares of the Company standing
to the credit of the said Securities Account.
7.
Where a Member of the Company is an exempt authorised nominee which holds ordinary shares in the Company
for multiple beneficial owners in one (1) securities account (omnibus account), there is no limit to the number of
proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.
An exempt authorised nominee refers to an authorised nominee defined under Central Depositories Act which is
exempted from compliance with the provisions of subsection 25A(1) of the Central Depositories Act.
8.
To be valid the proxy form duly completed must be deposited at the Registered Office of the Company at Wisma
Bina Puri, 88, Jalan Bukit Idaman 8/1, Bukit Idaman, 68100 Selayang, Selangor Darul Ehsan, Malaysia not less
than forty-eight (48) hours before the time for holding the meeting or any adjournment therof.
9.
Only members whose names appear in the Record of Depositors as at 24 June 2013 shall be eligible to attend the
Twenty-Second Annual General Meeting or appoint proxy(ies) to attend and vote on his behalf.
BINA PURI HOLDINGS BHD
Annual Report 2012
INTRODUCTION
On 13 June 2012, the Company had obtained approval from the shareholders of the Company to purchase its own
shares of up to ten percent (10%) of the issued and paid-up share capital of the Company. The said authority will
lapse at the conclusion of this forthcoming Annual General Meeting (AGM).
The Company has intention to renew the authority to purchase its own shares by way of an ordinary resolution.
The purpose of this Statement is to provide shareholders with the relevant information on the Proposed Renewal of
Share Buy-Back and to seek their approval for the ordinary resolution pertaining to the same to give effect to the
Proposed Renewal of Share Buy-Back to be tabled at the forthcoming AGM. The notice of the AGM together with
the Proxy Form is set out in this Annual Report.
2.
the conclusion of the next AGM of Bina Puri following the general meeting at which the ordinary resolution for
the Proposed Renewal of Share Buy-Back is passed, at which time such authority shall lapse unless it is
renewed by ordinary resolution passed at the next AGM; or
(ii) the expiration of the period within which the next AGM of the Company is required by law to be held; or
(iii) the authority is revoked or varied by ordinary resolution passed by the shareholders of the Company at a
general meeting of the Company,
whichever occurs first.
The purchase of shares under the Proposed Renewal of Share Buy-Back will be carried out through Bursa
Securities via stockbrokers to be appointed by the Board.
The Board proposes to allocate an amount of up to retained profits and/or share premium account of the Company
for the purchase of its own shares subject to the compliance with Section 67A of the Companies Act, 1965 (Act)
and any prevailing laws, rules, regulations, orders, guidelines and requirements issued by the relevant authorities
at the time of the purchase. Based on the latest audited financial statements of Bina Puri as at 31 December 2012,
the retained profits amounted to approximately RM27.262 million and the share premium account amounted to
approximately RM5.145 million.
The Proposed Renewal of Share Buy-Back will allow the Board to exercise the power of the Company to purchase
its own shares at any time within the abovementioned period using the internal funds of the Group and/or external
borrowings. The amount of internally generated funds and/or external borrowings to be utilised will only be
determined later, depending on, amongst others, the availability of funds at the time of purchase, the actual number
of shares to be purchased and other relevant cost factors. The actual number of shares to be purchased and the
timing of such purchase will depend on, amongst others, the market conditions and sentiments of the stock market
as well as the retained profits, the share premium account and the financial resources available to the Group.
If the Company purchases its own shares using external borrowings, the Board will ensure that the Group has
sufficient funds to repay the external borrowings and that the repayment would not have any material effect on the
cash flow of the Group.
Bina Puri may only purchase its own shares at a price which is not more than 15% above the weighted average
market price of the Bina Puri shares for the 5 market days immediately preceding the date of the purchase.
The Company may only resell the purchased shares held as treasury shares at a price, which is:(a) not less than the weighted average market price of the shares for the 5 market days immediately prior to the
date of the resale; or
(b) a discounted price of not more than 5% to the weighted average market price of the shares for the 5 market
days immediately prior to the date of the resale, provided that the resale takes place no earlier than 30 days
from the date of the purchase; and the resale price is not less than the cost of purchase of the shares being
resold.
The Company shall, upon each purchase or re-sale of shares, make the necessary announcements to Bursa
Securities.
In accordance with Section 67A of the Act, the Directors of the Company may deal with the purchased shares
pursuant to the Proposed Renewal of Share Buy-Back, in the following manner:(i)
(ii)
to retain the purchased shares as treasury shares for distribution as share dividends to the shareholders and/or
resell through Bursa Securities in accordance with the relevant rules of Bursa Securities and/or be cancelled
subsequently; or
(iii) retain part of the purchased shares as treasury shares and cancel the remainder.
The decision whether to retain the purchased shares as treasury shares, to cancel the purchased shares, distribute
the treasury shares as share dividends or to resell the treasury shares on Bursa Securities will be made by the Board
at the appropriate time. The distribution of treasury shares as share dividends may be applied as a reduction of the
retained profits or the share premium account of the Company.
While the purchased shares are held as treasury shares, the rights attached to them in relation to voting, dividends
and participation in any distribution and otherwise are suspended. The treasury shares shall not be taken into
account in calculating the number or percentage of shares or of a class of shares in the Company for any purposes
including substantial shareholding, takeovers, notices, the requisitioning of meetings, the quorum for a meeting and
the result of a vote on a resolution at a meeting.
The Company will make an immediate announcement to Bursa Securities of any purchase and resale of the shares
and whether the purchased shares will be cancelled or retain as treasury shares or a combination of both.
The Proposed Renewal of Share Buy-Back will be carried out in accordance with the prevailing laws at the time of
the purchase including compliance with the 25% public shareholding spread as required by the Main Market Listing
Requirements of Bursa Securities.
As at 29 May 2013, the public shareholding spread of the Company based on the issued and paid-up share capital
of RM129,115,550 Bina Puri Shares was 42.46%. The Board will endeavour to ensure that the Company complies
with the public shareholding spread requirements and shall not buy back the Companys own shares if the purchase
would result in the public shareholding spread requirements not being met.
The Company did not purchase any Bina Puri shares during the financial year ended 31 December 2012.
Notes:*
**
3.
The private placement exercise of up to ten percent (10%) of the issued and paid-up share capital of the
Company (excluding treasury shares, if any) to investors to be indentified later which was announced on 17
January 2013 (Private Placement 2013).
The proposed private placement of up to thirty percent (30%) of the issued and paid-up share capital of the
Company (excluding treasury shares, if any) which was announced on 10 May 2013 (Proposed Private
Placement).
4.
allows the Company to take preventive measures against speculation particularly when its shares are
undervalued, which would in turn, stabilise the market price of Bina Puri shares and hence, enhance investors
confidence;
(ii)
allows the Company flexibility in achieving the desired capital structure, in terms of debt and equity
composition and size of equity;
(iii) if the purchased shares which are retained as treasury shares are resold at a higher price, it will provide the
Company with opportunities for potential gains; and
(iv) If the treasury shares are distributed as dividends by the Company, it may then serve to reward the
shareholders of the Company.
The potential disadvantages of the Proposed Renewal of Share Buy-Back are as follows:(i)
reduce the financial resources of the Company which may otherwise be retained and used for the businesses
of the Group. Nevertheless, the Board will be mindful of the interests of the Group and its shareholders in
undertaking the Proposed Renewal of Share Buy-Back; and
(ii)
as the Proposed Renewal of Share Buy-Back can only be made out of retained earnings and the share
premium account, it may result in the reduction of financial resources available for distribution as dividends and
bonus issues to the shareholders of the Company.
5.
Assuming none of the outstanding ESOS options granted are exercised and none of
the Remaining Placement Shares and Placement Shares are issued.
Maximum scenario
Assuming full exercise of the ESOS options granted, full issuance of the Remaining
Placement Shares and the Placement Shares.
Minimum scenario
No. of
shares
'000
RM'000
Maximum scenario
No. of
shares
Total
'000
RM'000
129,116
129,116
129,116
129,116
9,248
9,248
129,116
129,166
138,364
138,364
8,666
8,666
129,116
129,116
147,030
147,030
44,108
44,108
191,138
129,116
129,116
191,138
(12,912)
(12,912)
(19,114)
116,204
116,204
172,024
(19,114)
172,024
Notes:*
As at 29 May 2013
** As at 29 May 2013, Bina Puri has 9,248,150 ESOS options granted but not exercised
On the other hand, if the Bina Puri Shares purchased are retained as treasury shares, resold or distributed to
its shareholders, the Proposed Renewal of Share Buy-Back will have no effect on the existing issued and fully
paid-up share capital of Bina Puri.
The actual number of Bina Puri shares to be purchased will depend on, inter alia, market conditions and
sentiments of Bursa Securities as well as the retained profits, share premium and financial resources available
to the Company at the time of the purchase(s).
5.2 Substantial Shareholders and Directors Shareholdings
The proforma effects of the Proposed Renewal of Share Buy-Back on the shareholdings of the Directors and
substantial shareholders of the Company are set out below based on the Register of Substantial Shareholders
and Register of Directors as at 29 May 2013:-
10
(i)
15,369,778
9,368,902
1,429,625
5,594,668
121,000
1,807,707
104,900
20,388,000
15,369,778
9,368,902
8,078,000
11.90
7.26
1.11
4.33
0.09
1.40
0.08
15.79
11.90
7.26
6.26
400,000*
400,000*
As at 29 May 2013
Direct
Indirect
No. of
No. of
shares
%
shares
0.31
0.31
15,369,778
9,368,902
1,429,625
5,594,668
121,000
1,807,707
104,900
20,388,000
15,369,778
9,368,902
8,078,000
13.23
8.06
1.23
4.81
0.10
1.56
0.09
17.55
13.23
8.06
6.95
400,000*
400,000*
0.34
0.34
Notes:*
Deemed interested by virtue of his direct interest in Tee Hock Seng Holdings Sdn. Bhd. pursuant to Section 6A of the Act.
^
Assuming that the Proposed Renewal of Share Buy-Back is implemented in full, i.e. up to ten percent (10%) of the issued and paid-up share capital,
the purchased shares are acquired from public shareholders and the purchased shares are held as treasury shares or cancelled.
Directors
Substantial shareholders
Minimum Scenario
11
12
As at 29 May 2013
Direct
Indirect
No. of
No. of
shares
%
shares
%
400,000*
15,369,778 11.11
10,368,902 7.49
8,078,000 5.84
400,000*
15,369,778 11.11
10,368,902 7.49
1,429,625 1.03
6,194,668 4.48
121,000 0.09
2,307,707 1.67
554,900 0.40
20,388,000 14.74
0.29 15,369,778
10,368,902
1,429,625
6,194,668
121,000
2,307,707
554,900
0.29 15,369,778
10,368,902
8,078,000
10.45
7.05
0.97
4.21
0.08
1.57
0.38
10.45
7.05
5.49
13.87
400,000*
400,000*
0.27
0.27
(II)
After (I) and Assuming Issuance of the
Remaining Placement Shares
Direct
Indirect
No. of
No. of
shares
%
shares
%
20,388,000
(I)
Assuming full exercise
of the ESOS options granted#
Direct
Indirect
No. of
No. of
shares
%
shares
%
Notes:*
Deemed interested by virtue of his direct interest in Tee Hock Seng Holdings Sdn. Bhd. pursuant to Section 6A of the Act.
#
Assuming 9,248,150 options were granted and exercised under the Companys ESOS.
^
Assuming that the Proposed Renewal of Share Buy-Back is implemented in full, i.e. up to ten percent (10%) of the issued and paid-up share
capital, the purchased shares are acquired from public shareholders and the purchased shares are held as treasury shares or cancelled.
Tan Seng Hu
We Her Ching
104,900 0.08
Directors
Substantial shareholders
15,369,778
10,368,902
1,429,625
6,194,668
121,000
2,307,707
554,900
20,388,000
15,369,778
10,368,902
8,078,000
8.04
5.42
0.75
3.24
0.06
1.21
0.29
10.67
8.04
5.42
4.23
400,000*
400,000*
0.21
0.21
15,369,778
10,368,902
1,429,625
6,194,668
121,000
2,307,707
554,900
20,388,000
15,369,778
10,368,902
8,078,000
8.93
6.03
0.83
3.60
0.07
1.34
0.32
11.85
8.93
6.03
4.70
400,000*
400,000*
0.32
0.23
(IV)
After (III) and the Proposed Renewal of Share
Buy-Back^
Direct
Indirect
No. of
No. of
shares
%
shares
%
Notes:*
Deemed interested by virtue of his direct interest in Tee Hock Seng Holdings Sdn. Bhd. pursuant to Section 6A of the Act.
#
Assuming 9,248,150 options were granted and exercised under the Companys ESOS.
^
Assuming that the Proposed Renewal of Share Buy-Back is implemented in full, i.e. up to ten percent (10%) of the issued and paid-up share
capital, the purchased shares are acquired from public shareholders and the purchased shares are held as treasury shares or cancelled.
Directors
Substantial shareholders
(III)
After (II) and Assuming Issuance of the
Placement Shares
Direct
Indirect
No. of
No. of
shares
%
shares
%
13
6.
14
7.
DIRECTORS RECOMMENDATION
The Board, after having considered all aspects of the Proposed Renewal of Share Buy-Back and after careful
deliberation, is of the opinion that the Proposed Renewal of Share Buy-Back is in the best interest of the Company.
Accordingly, the Board recommends that you vote in favour of the relevant resolutions in relation to the Proposed
Renewal of Share Buy-Back to be tabled at the forthcoming AGM.
8.
DISCLAIMER STATEMENT
Bursa Securities has not perused this Statement prior to its issuance as it is exempted pursuant to the provisions
of Practice Note 18 of the Main Market Listing Requirements of Bursa Securities. Bursa Securities takes no
responsibility for the contents of this Statement, makes no representation as to its accuracy or completeness and
expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or
any part of the contents of this Statement.
15
Group
Corporate
Structure
Construction
Division
100%
100%
60%
60%
40%
Manufacturing /
Quarry Division
Property
Development
Division
Toll
Concession
Other
Activities
International
Ventures
16
(181471-P)
100%
100%
100%
100%
60%
50%
50%
100%
80%
49%
100%
100%
100%
100%
100%
99.97%
90%
70%
50%
49%
49%
(246157-M)
100%
100%
60%
100%
70%
12%
(409396-U)
55%
100%
70%
51%
30%
100%
(332315-X)
100%
20%
55%
95%
(91244-K)
80%
49%
51%
40%
90%
65%
17
Corporate Information
BOARD OF DIRECTORS
BOARD COMMITTEES
SHARE REGISTRAR
(Chairman)
(Member)
(Member)
(Member)
(Member)
Audit Committee
Dato Yeow Wah Chin
Ir. Ghazali Bin Bujang
Mohd Najib Bin Abdul Aziz
(Chairman)
(Member)
(Member)
Remuneration Committee
Tan Sri Dato Ir. Wong Foon Meng
Tan Sri Datuk Tee Hock Seng, JP
Dato Yeow Wah Chin
Ir. Ghazali Bin Bujang
Mohd Najib Bin Abdul Aziz
(Chairman)
(Member)
(Member)
(Member)
(Member)
Nomination Committee
Tan Sri Dato Ir. Wong Foon Meng
Dato Yeow Wah Chin
Ir. Ghazali Bin Bujang
Mohd Najib Bin Abdul Aziz
(Chairman)
(Member)
(Member)
(Member)
COMPANY SECRETARY
REGISTERED OFFICE
Wisma Bina Puri
88, Jalan Bukit Idaman 8/1
Bukit Idaman, 68100 Selayang
Selangor Darul Ehsan
Tel: 03 6136 3333
Fax: 03 6136 9999
E-mail: corpcomm@binapuri.com.my
Website: www.binapuri.com.my
18
Board of Directors
Malaysian, aged 59, was appointed as Chairman/NonExecutive Director of the Company on 1 June 2010 and
redesignated as Independent Non-Executive Director on
20 April 2013.
He graduated in mechanical engineering from the
University of Technology Malaysia in 1978. He spent his
early career in Government service where he held various
positions at technical and administrative level. He had a
distinguished career during his 13 years service and had
been attending various technical trainings, conferences
and management courses at international level among
others in Thailand, Philippines, Japan, France, Yugoslavia
and USA. He had also been accorded the Excellence
Service Award by the Ministry of Science, Technology and
Environment in 1982. His last position held was as the
Regional Director of Department of Environment for
Terengganu and Kelantan before he left the service to be
in the private practice in 1991.
19
20
21
22
Ir Ghazali Bujang
Malaysian, aged 62, was appointed to
the Board of the Company on 31 May
2013. He is an engineer by profession
and is currently the Executive
Chairman of Ghazali & Associates
Sdn. Bhd. He graduated with a
Bachelor of Engineering from the
University of Liverpool, England in
1974 and obtained a Master of
Science from the University of Leeds,
England in 1979.
He is a member of the Board of
Engineers, the Past President of the
Association of Consulting Engineers
Malaysia (1992-1994) and Honorary
member of the Association of
Consulting Engineers Malaysia.
He has vast experience in planning,
engineering and management of
infrastructure and development
works. He also has a broad and
balanced knowledge with respect to
issues on economic and finance,
technical and environmental relevant
to development and infrastructure
projects.
He does not have any securities
holdings in the Company or in any of
its subsidiaries. He is a member of the
Audit Committee, Remuneration
Committee
and
Nomination
Committee.
23
Tan Seng Hu
We Her Ching
Tan Sri Datuk Tee Hock Seng, JP, Tay Hock Lee and Datuk Henry Tee Hock Hin are brothers.
Dr Tony Tan Cheng Kiat is the uncle of Tan Sri Datuk Tee Hock Seng, JP, Tay Hock Lee and Datuk Henry Tee Hock Hin.
Matthew Tee Kai Woon is the son of Tan Sri Datuk Tee Hock Seng, JP, the nephew of Tay Hock Lee and Datuk Henry Tee
Hock Hin and the grandnephew of Dr Tony Tan Cheng Kiat.
Tan Seng Hu is the son of Dr Tony Tan Cheng Kiat, the cousin of Tan Sri Datuk Tee Hock Seng, JP, Tay Hock Lee and Datuk
Henry Tee Hock Hin and the uncle of Matthew Tee Kai Woon.
Save as disclosed, none of the Directors has any family relationship with any Directors and/or major shareholders of the Company.
24
2.
Conflict of Interest
None of the Directors has any conflict of interest with the Company.
3.
Chairmans
Statement
The Group performed admirably
in 2012 amidst another challenging
year which saw the domestic
construction sector enjoy robust
double digit growth of 18.5%, the
highest since 1995. The Groups
revenue has increased to RM1.28
billion as compared to RM1.18
billion in 2011.
26
2500
2000
1500
2623
3000
1906
2040
500
1702
1000
2008
2009
2010
2011
2012
27
alone. Measures were also taken to strengthen risks and strategy processes and exercising strict risk assessment
procedures for new and potential projects.
In 2012, the construction sector recorded a robust growth driven mainly by the civil engineering sub-sector. This reflected
the efforts to improve road and rail accessibility, enhance electricity generation capacity, and increase oil and gas output
in Malaysia. Compared to the rapid growth in 1995, existing major projects are more broad-based in terms of sector and
geographical location, covering areas beyond the Klang Valley. The strong growth was reflected in higher constructionrelated financing, manufacturing sales and production activity in 2012.
The construction sector is envisaged to expand strongly by 11.2% for 2013, with all subsectors registering steady growth,
complemented by the various government transformation programmes like the ETP, Government Transformation Plan
(GTP), the Tenth Malaysian Plan (10MP) and the various Economic Corridors, we foresee a continued healthy trend in
the industry in the coming year.
The Group will continue to strengthen its key core businesses while at the same time explore new opportunities to further
enhance and expand its presence in the industry both locally and also on the international front.
Sustaining Shareholder Value
In line with the Groups ongoing commitment to shareholders interest, a final dividend of 2% per share less 25% income
tax amounting to RM1,861,009 was paid on 18 July 2012 for the financial year ended 31 December 2011.
For the financial year ended 31 December 2012, the Board of Directors is pleased to recommend a first and final dividend
of 2% per share less 25% income tax. The payment of the final dividend for the ordinary shares is subject to the
shareholders approval at the forthcoming Annual General Meeting of the Company.
Striving Towards Excellence
The Group received a couple of
awards
in
2012
which
included The Brand LaureateBest Brands Awards 2011-2012
for brand excellence in Corporate
Branding-Best
Brands
in
Construction, and the Malaysian
Construction Industry Excellence
Award (MCIEA) 2012 Category
Major Project Awards for the
Mainline Bridge A, Ramp A,
Ramp B, Ramp C and Ramp D
package of the Eastern Dispersal
Link (EDL) Johor Bahru from
the
Construction
Industry
Development Board (CIDB). The
awards reflect the Groups
continous efforts in striving to
achieve greater levels of
excellence
in
our
daily
operations.
Our Appreciation
We ended the year on a commendable note and this would not have been possible without the invaluable advice of the
Board of Directors, hard work, commitment and effort by the management and staff and the support of our financiers,
business partners and the relevant approving authorities. I also wish to extend our appreciation to our valued
shareholders. In closing, I look forward to your continuos efforts in working together as a team to embrace and overcome
the many new challenges that the year brings in taking the Group to greater heights in the industry.
TAN SRI DATO IR WONG FOON MENG
Chairman, Bina Puri Holdings Bhd
PSM, DPMT, JMN
28
Our Awards
BrandLaureate
Corporate Award for
Best Brand in
Construction 2011-2012
International
Achievement Award by
CIDB for Malaysian
Construction Industry
Excellence Awards
(MCIEA) 2011
International
Achievement Award by
CIDB for Malaysia
Construction Industry
Excellence Awards
(MCIEA) 2008
Contractor Award G7
awarded by CIDB for
Malaysian Construction
Industry Excellence
Awards (MCIEA) 2007
Group
Managing
Directors
Review of Operations
I am pleased to report that our
subsidiaries performed well for
the year ended 2012 as they
registered higher revenue as
compared to prior year.
30
An Overview
The year 2012 has by and large been a good year for the
Group as the construction sector enjoyed robust growth
driven by various projects under the Economic
Transformation Programme and Growth Corridors,
initiatives by our Government. As reported, the total output
on the construction sector in 2012 was at all time high of
RM120 billion, a figure reported by our Construction
Industry Development Board. Since the construction
division has been the core driver in the Groups operations
from the inception of the company, we took the opportunity
to capitalise on the growth of the construction sector both
locally as well as in the neighbouring region.
On the property front, the Group's total potential Gross
Development Value (GDV) is in excess of RM2 billion to be
realised over the next five (5) years. We have launched
projects in Puchong, USJ 21 Subang Jaya and Mont Kiara
North with several other projects yet to be launched in
Sabah, Sarawak and Johor.
On-going projects
RM3.85 Bil (25%)
Completed Projects
RM11.44 Bil (75%)
31
Construction
For the year ended 31 December 2012, the construction
division recorded a revenue of RM1.16 billion and profit
before tax of RM11.84 million as compared to the previous
years total of RM1.09 billion and RM23.56 million
respectively. Although every effort was put in place to
ensure higher level of productivity and efficiency, we are
affected by external forces that were beyond our control.
International Projects
1. Housing Works in
Kampung Lugu, Brunei
RM158.4 million
2. Abstract Condominium
Bangkok, Thailand
RM62.7 million
Geographical Breakdown
RM Million
3000
Overseas
Domestic
East Malaysia
17%
Overseas
2500
Total Value
30%
West Malaysia
53%
2000
1500
Public Vs Private
1000
Private
Public
2009
2010
2011
2012
32
RM306.9 million
RM997.2 million
RM702.3 million
RM388.7 million
RM470.3 million
74%
2013
26%
258
236
22
52
52
1593
63
1530
2590
184
2406
706
853
500
1599
Property
Revenue for the property division amounted to RM54.15
million which came about mainly as a result of the
progressive profit recognition from the sale of development
properties that included the Laman Vila, Mont Kiara North,
the Main Place Residence and Mall, USJ 21 Subang Jaya
and the Puri Tower, Puchong. With our Central Bank
imposing regulatory measures to ease down property
prices, this has resulted a steep decline in transactions in
the property sector.
The Main Place Residence
& Mall, USJ 21
Hospitality Division
The Puni Indah Residence at Ong Sum Ping, Bandar Seri
Begawan Brunei enjoyed full occupancy since early 2013,
out of a total of 72 units. These high end service
apartments are currently the best of its kind in the city and
the success of this division has convinced the Group of a
business model which we can embark in the future.
Quarry & Ready Mix
Project
Expected GDV
(RM mil)
108.0
110.4
341.2
61.0
62.1
84.6
143.6
290.0
1,288.6
2,489.5
33
34
We are always mindful that our people are a key asset and
at the centre of what we do and I would like to express my
gratitude to all our employees for their efforts and
commitment over the past year. My thanks also goes out
to the management team for your loyalty and dedication
and the Board members for their valuable insights and
advice in guiding us through the year that was. Last but not
least I thank our bankers, suppliers, subcontractors and
professional service providers and our shareholders for
your continued support.
It is my hope that we will continue to work together as we
embrace the many challenges that lie ahead in delivering
another successful performance in 2013.
TAN SRI DATUK TEE HOCK SENG
PSM; PGDK; ASDK; JP
Group Managing Director
Revenue
Profit before taxation
2012
RM'000
2011
RM'000
2010
RM'000
2009
RM'000
2008
RM'000
1,280,062
1,178,063
1,230,646
788,045
676,542
16,404
25,849
14,136
11,498
8,034
5,110
5,997
10,603
6,420
4,283
1,861
3,221
3,135
2,511
2,452
124,416
121,883
107,036
104,194
83,610
Shareholders' equity
135,380
128,987
109,670
100,031
75,429
473,061
1,022,186
886,212
776,020
646,406
4.12
5.40
10.09
7.13
5.17
1.09
1.06
1.02
0.96
0.90
1.05
0.80
1.65
0.85
1.54
0.74
0.96
0.72
1.15
0.65
2008
2012
2010
2009
2008
2008
2012
0.90
2009
0.96
2010
1.02
2011
1.06
2012
1.09
4.12
2008
5.17
473,061
2009
7.13
646,406
2010
2011
10.09
776,020
2011
(sen)
5.40
75,429
2009
100,031
2010
109,670
2011
128,987
135,380
2012
8,034
16,404
2008
11,498
676,542
2009
14,136
788,045
2010
886,212
1,022,186
(RM000)
2011
2012
SHAREHOLDERS EQUITY
(RM000)
1,230,646
2012
1,178,063
1,280,062
REVENUE (RM000)
25,849
2011
2010
2009
2008
35
36
37
38
39
40
41
42
43
COMPOSITION
(a) The Audit Committee shall be appointed by the Directors from amongst their numbers via a Directors resolution and
shall consist of not less than three (3) members. All the Audit Committee members must be non-executive directors
with a majority of them being Independent Directors. The composition of the Audit Committee shall meet the
independence requirements of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and
other rules and regulations of the Securities Commission.
(b) At least one member of the Audit Committee:
(c)
i.
ii.
if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years working
experience and
must have passed the examinations specified in Part I of the First Schedule of the Accountants Act 1967;
or
must be a member of one of the associations of accountants specified in Part II of the First Schedule of
the Accountants Act 1967; or
iii.
fulfils such other requirements as prescribed or approved by the Bursa Malaysia Securities Berhad.
In the event of any vacancy in the Audit Committee, the Directors shall within (3) months of that event, appoint such
new members to make up the minimum number of three (3) members.
(d) An Alternate Director shall not be appointed as a member of the Audit Committee.
(e) The member of the Audit Committee that meets the requirement for having the necessary accounting qualification
is En. Khalid bin Sufat.
CHAIRMAN
The members of the Audit Committee shall elect a Chairman from amongst themselves who shall be an Independent
Director. All members of the Audit Committee, including the Chairman, will hold office only so long as they serve as
Directors of the Company.
ATTENDANCE AT MEETINGS
The quorum of the Audit Committee shall consist of a majority of Independent Directors and shall not be less than two
(2). The Committee may require the attendance of any management staff as it may deem necessary together with a
representative or representatives from the external auditors. At least twice a year, the Audit Committee shall meet with
the external auditors without any executive officer of the Group being present.
The Audit Committee shall have direct communication channels with both the external auditors and the internal auditors.
It is able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other
directors and employees of the Company, whenever deemed necessary.
SECRETARY
The Company Secretary shall be the Secretary of the Committee.
44
FREQUENCY OF MEETINGS
Meetings shall be held not less than four (4) times a year. The external auditors may request a meeting if they consider
it necessary.
During the financial year ended 31 December 2012, the Committee met a total five (5) times. The following is the
attendance record of the Audit Committee members:
Audit Committee members
Khalid bin Sufat
Yusuf Khan bin Ghows Khan
Dato Anad Krishnan a/l Muthusamy
Designation
5/5
4/5
5/5
AUTHORITY
The Committee is authorised by the Board to investigate any activities within its terms of reference. It shall also have full
and unrestricted access to the resources required as stated below to perform its duties:
all employees of the Group who are directed to cooperate upon requests made by the Committee.
The Committee is authorised by the Board to obtain outside legal or independent professional advice and to request the
attendance of outsiders with relevant experience and expertise if it considers necessary.
FUNCTIONS
The functions of the Committee shall be:
(a) to review with the external auditor, the audit plan;
(b) to review with the external auditor, his evaluation of the system of internal controls;
(c)
(d) to review the assistance given by the Companys officers to the external auditor;
(e) to review the adequacy of the scope, functions, competency and resources of the internal audit functions and that
it has the necessary authority to carry out its work;
(f)
to review the internal audit program, processes, the results of the internal audit program, processes or investigation
undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;
(g) to review the quarterly results and year end financial statements, before the approval by the board of directors,
focusing particularly on:
i.
ii.
iii.
(h) to review any related party transactions that may arise within the Company or Group;
(i)
to recommend and consider the nomination and appointment of external auditors as well as their audit fee;
(j)
to consider any letter of resignation from the external auditor and any questions of resignation or dismissal;
(k)
to ensure that matters conveyed to the Board that have not been satisfactorily resolved resulting in a breach of the
Main Market Listing Requirements are promptly reported to Bursa Malaysia Securities Berhad;
(l)
to consider any other functions as may be agreed to by the Committee and the Board of Directors.
BINA PURI HOLDINGS BHD
Annual Report 2012
45
REPORTING PROCEDURE
The Secretary shall circulate the minutes of the meetings of the Committee to all members of the Board.
Reviewed the external auditors audit plan and report for the year;
(d) Reviewed the external auditors evaluation of the system of internal controls;
(e) Reviewed the internal audit reports, recommendations, programs and plans for the year under review and
managements response;
(f)
Reviewed the annual report and audited financial statements of the Company and the Group prior to the submission
to the Board for consideration and approval. The review was to ensure that the audited financial statements were
drawn up in accordance with the applicable accounting standards approved by MASB and other legal requirements;
(g) Reviewed the unaudited quarterly financial results announcements before recommending them for Board approval;
(h) Reviewed related party transactions that may arise within the Company or the Group;
(i)
Considered and recommended to the Board for approval of the audit fees payable.
STATEMENT BY AUDIT COMMITTEE ON THE COMPANYS EMPLOYEE SHARE OPTION SCHEME (ESOS)
Appendix 9C, Part A (26) of the Main Market Listing Requirements of Bursa Securities Malaysia Berhad requires a
Statement by the Audit Committee in relation to the allocation of share options pursuant to any share scheme for
employees as stated in paragraph 8.21A. The Audit Committee is satisfied that the allocation of options pursuant to the
Companys ESOS during the financial year ended 31 December 2012 is in accordance with the criteria set out in the
ESOS by-laws.
46
DIRECTORS
An effective Board comprises members with a wide range of business, legal, financial and technical experience
leads and controls the Group. The following considerations have been applied in ensuring the effectiveness of the
Board.
(a) Roles and Responsibilities
The Board is responsible for managing and overseeing the conduct of the businesses of the Group through
formulating and monitoring achievement of the Groups strategies.
The Board delegates certain roles and responsibilities to the Board Committees noted below whilst, amongst
others, assuming the roles and responsibilities as stated below:
(i)
(ii)
(iii)
(iv)
47
48
(i)
Remuneration Committee
The Board has a Remuneration Committee comprising Non-Executive Directors as majority. The
Remuneration Committee is responsible to recommend to the Board the remuneration packages of the
Directors. The Directors concerned shall abstain from voting in respect of their own remuneration.
The process of formalising the directors remuneration policy, which is intended to be reflective of the
individuals responsibilities, expertise and contribution as well as the complexity of the Groups activities, is
ongoing.
The details of remuneration of Directors during the financial year ended 31 December 2012 are as follows:
(i)
Salaries
Fees
EPF/Socso
Benefitsin-kind
Total
Executive Directors
Non-Executive Directors
2,676
192
48
444
323
24
52
10
3,099
670
Total
2,868
492
347
62
3,769
In RM 000
No. of Directors
Executive
(j)
Non-Executive
RM50,001 RM100,000
RM200,001 RM250,000
RM350,001 RM400,000
RM600,001 RM650,000
RM950,001 RM1,000,000
RM1,050,001 RM1,100,000
Total
ESOS Committee
The ESOS Committee was established on 20 November 2003 and is responsible for administering the ESOS
of the Company.
49
2.
SUPPLY OF INFORMATION
All Board Members are provided with Board Papers, which include operational, financial and corporate information
to enable the Board to discharge its duties effectively.
The Directors have access to members of the senior management team and the advice and services of the
Company Secretary.
3.
The Directors have also taken the necessary steps, as are reasonably open to them, to ensure that appropriate
systems are in place for the assets of the Group and the Company to be adequately safeguarded through the
prevention and detection of fraud and other irregularities and material misstatements.
(d) Relationship with Auditors
The functions of the Audit Committee in relation to the external auditors are disclosed in pages 44 to 46 of the
Annual Report.
4.
(ii)
The various disclosures and announcements made to the Bursa Malaysia Securities Berhad including the
Quarterly Results and Annual Results; and
5.
Variation of Results
The results for the financial year ended 31 December 2012 do not differ by 10% or more from the unaudited
results previously released. The Company has not released or announced any estimated profit, financial
forecast or projection during the said financial year.
51
Clearly defined operating structure and lines of responsibilities. Various Board and Management Committees have
been established to assist the Board in discharging its duties, including:q Group Executive Committee
q Audit Committee
q Nomination Committee
q Remuneration Committee
q ESOS Committee
52
Systematically documented standard operating policies and procedures that cover various operational areas which
are subject to regular review and improvement.
An ISO 9001:2008 Quality Management System, which is subject to regular review and improvement, continually
manages and controls the quality requirement of the Groups products and services.
Frequent site visits by contract officers and project management team are established in monitoring the progress of
projects undertaken by the Group. The ongoing performance of each business operating unit is reviewed on a
monthly basis and these performance reviews are escalated to the Board on a quarterly basis.
A standardised performance management system is developed to continually appraise and reward the employees
of the Group in accordance with their performance.
Emphasis is also placed on enhancing the quality and capability of human assets through training and development
programs, which enhances their ability to meet their performance and job expectations.
A Safety Committee is in place to be in compliance with Section 30(1) of the Occupational Safety and Health Act,
1994.
GOING FORWARD
The Board is committed to continually strengthen the transparency and efficiency of the Groups operations and control
environment. This will be supported by an assessment independent of operations on the adequacy and integrity of the
controls by BDOGA. Other initiatives deemed necessary will be considered from time to time in order to ensure that the
control environment remains reasonably secure.
The internal control system is reviewed on an ongoing basis by the Board, Audit Committee and Management for
monitoring compliance with policies and procedures. The Heads of Department as well as the respective Project
Managers are involved in continually improving the control processes within their respective departments and projects.
53
Contents
Directors Report
56
61
63
64
67
70
163
Statement By Directors
164
Statutory Declaration
164
165
Directors' Report
For The Year Ended 31 December 2012
The directors hereby submit their report together with the audited financial statements of the Group and of the Company
for the financial year ended 31st December 2012.
PRINCIPAL ACTIVITIES
The Company is principally engaged in business as a contractor for earthworks and building, project management
services and investment holding. The principal activities of the subsidiaries are as stated in Note 4 to the financial
statements.
There has been no significant change in the nature of these principal activities during the financial year.
RESULTS
Group
RM'000
Company
RM'000
5,845
(517)
1,453
46
5,328
1,499
Attributable to:
Owners of the Company
Non-controlling interests
4,753
575
1,499
5,328
1,499
DIVIDENDS
Dividends paid or declared by the Company since the end of the previous financial year were as follows:RM'000
(a) In respect of the financial year ended 31st December 2011:- Final dividend of 2% less 25% tax paid on 18th July 2012
1,861
(b) In respect of the financial year ended 31st December 2012:- Proposed first and final dividend of 2% less 25% tax payable in 2013
1,922
At the forthcoming Annual General Meeting, a first and final dividend of 2% per ordinary share less 25% tax amounting
to approximately RM1.92 million in respect of the current financial year will be proposed for shareholders approval.
The financial statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved
by the shareholders, will be accounted for as a liability in the financial year ending 31st December 2013.
56
CURRENT ASSETS
Before the statements of comprehensive income and statements of financial position of the Group and of the Company
were made out, the directors took reasonable steps to ensure that any current assets, other than debts, which were
unlikely to be realised 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 that they might be expected to be realised.
At the date of this report, the directors are not aware of any circumstances that would render the values attributed to the
current assets in the financial statements of the Group and of the Company misleading.
VALUATION METHODS
At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence
to the existing methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
any charge on the assets of the Group and of the Company that has arisen since the end of the financial year which
secures the liabilities of any other person, or
(ii)
any contingent liabilities in respect of the Group and of the Company that has arisen since the end of the financial
year, other than as disclosed in Note 40 to the financial statements.
In the opinion of the directors, no contingent liabilities or other liabilities of the Group and of the Company has become
enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year
which, will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when
they fall due.
CHANGE OF CIRCUMSTANCES
At the date of this report, the directors are not aware of any circumstances, not otherwise dealt with in this report or the
financial statements of the Group and of the Company that would render any amount stated in the financial statements
misleading.
57
b)
the Company increased its issued and paid-up share capital from RM121,882,625/- to RM124,415,550/- by the
issuance of:(i)
904,725 new ordinary shares of RM1/- each pursuant to the Employees Share Option Scheme at an exercise
price of RM1.08 per share; and
(ii)
1,628,200 new ordinary shares of RM1/- each pursuant to the private placement exercise at a price of RM1.00
per share.
The new ordinary shares issued rank pari passu in all respects with the existing shares of the Company; and
c)
58
11,852,275
(904,725)
10,947,550
DIRECTORS
The directors in office since the date of the last report are:Tan Sri Dato Ir. Wong Foon Meng
Tan Sri Datuk Tee Hock Seng, JP
Dr. Tan Cheng Kiat
Datuk Tee Hock Hin
Matthew Tee Kai Woon
Tay Hock Lee
In accordance with the Companys Article of Association, Tay Hock Lee, Tan Sri Datuk Tee Hock Seng, JP, Matthew Tee
Kai Woon, Yusuf Khan Bin Ghows Khan and Tan Kwe Hee retire at the forthcoming AGM and being eligible, offer
themselves for re-election.
DIRECTORS INTERESTS
According to the register of directors shareholdings kept by the Company under Section 134 of the Companies Act, 1965
in Malaysia, the interests of those directors who held office at the end of the financial year in shares and options of the
Company and its related corporations during the financial year ended 31st December 2012 are as follows:-
The Company
Bina Puri Holdings Bhd.
Direct interests
Tan Sri Datuk Tee Hock Seng, JP
Dr. Tan Cheng Kiat
Datuk Tee Hock Hin
Tay Hock Lee
Matthew Tee Kai Woon
Dato Anad Krishnan A/L Muthusamy
We Her Ching
9,000 ^
400,000 ^^
20,000
104,625
15,709,778 #
9,368,902 *
5,594,668
1 ,792,707
1,404,625
10,000 **
104,900
The Subsidiary
Sungai Long Industries Sdn. Bhd.
Indirect interest
Tan Sri Datuk Tee Hock Seng, JP
The Company
Bina Puri Holdings Bhd.
Dr. Tan Cheng Kiat
Datuk Tee Hock Hin
Tay Hock Lee
We Her Ching
^
#
*
^^
**
@
1,820,000
1,820,000 @
400,000
1,000,000
600,000
500,000
450,000
Other than as disclosed above, none of the other directors in office at the end of the financial year had any interest in
the shares and options of the Company and its related corporations during the financial year.
59
DIRECTORS BENEFITS
Since the end of the previous financial year, no director has received or become entitled to receive any benefit (other than
a benefit included in the aggregate amount of emoluments received or due and receivable by directors as shown in the
financial statements, or the fixed 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 firm of which the director is a member, or with a company in
which the director has a substantial financial interest except for any benefits which may be deemed to arise from
transactions entered into in the ordinary course of business with companies in which certain directors have substantial
financial interests as disclosed in Note 36 to the financial statements.
Neither during nor at the end of the financial year was the Group or the Company a party to any arrangements whose
object is to enable the directors to acquire benefits by means of the acquisition of shares in or debentures of the Company
or any other body corporate other than the options granted to certain directors pursuant to the ESOS of the Company.
AUDITORS
The auditors, Messrs Baker Tilly Monteiro Heng, have expressed their willingness to continue in office.
.............................................................................................
TAN SRI DATUK TEE HOCK SENG, JP
Director
.............................................................................................
MATTHEW TEE KAI WOON
Director
Kuala Lumpur
60
ASSETS
Non-current assets
Investment in subsidiaries
Investment in associates
Investment in a jointly controlled entity
Property, plant and equipment
Investment properties
Land held for property development
Other investments
Goodwill
Deferred tax assets
Note
The Group
2012
2011
RM'000
RM'000
4
5
6
7
8
9(a)
10
11
12(a)
5,174
101,589
39,604
37,309
350
654
3,717
94,638
112
37,274
350
678
85,740
4,531
20,078
36,412
80,840
3,551
19,921
36,752
184,680
136,769
146,761
141,064
5,462
46,141
206,409
462,169
28,265
1,804
15,945
71,311
4,996
33,549
211,567
397,811
23,817
694
23,220
53,789
10,357
24,255
72,206
28,021
50
2,238
14,285
21,808
31,560
23,764
330
52
844
837,506
749,443
137,127
92,643
1,022,186
886,212
283,888
233,707
The Company
2012
2011
RM'000
RM'000
Current assets
Inventories
Property development cost
Gross amount due from contract customers
Trade and other receivables
Amount owing by subsidiaries
Amount owing by associates
Tax recoverable
Fixed deposits with licensed banks
Cash and bank balances
Total current assets
TOTAL ASSETS
13
9(b)
14
15
16
17
18
19
61
The Group
2012
2011
RM'000
RM'000
The Company
2012
2011
RM'000
RM'000
124,416
10,964
121,883
7,104
124,416
33,841
121,883
33,254
Shareholders' funds
Non-controlling interests
135,380
14,022
128,987
13,424
158,257
155,137
Total equity
149,402
142,411
158,257
155,137
9,625
40,217
2,681
8,661
27,744
2,295
336
688
427
52,523
38,700
1,024
427
6,707
417,955
8,868
31
7,245
368,060
11,395
23,842
402,458
7,638
12
4,793
252,326
14,032
23,558
42,815
23,804
6
31
85
34,204
104
3,309
25,135
18,061
26
12
82
31,518
820,261
705,101
124,607
78,143
TOTAL LIABILITIES
872,784
743,801
125,631
78,570
1,022,186
886,212
283,888
233,707
Note
20
21
Non-current liabilities
Hire purchase payables
Term loans
Deferred tax liabilities
22
23
12(b)
Current liabilities
Gross amount due to contract customers
Trade and other payables
Amount owing to subsidiaries
Amount owing to associates
Amount owing to a jointly controlled entity
Hire purchase payables
Bank borrowings
Tax payable
14
24
16
17
25
22
26
62
Note
Revenue
Cost of sales
27
28
The Group
2012
2011
RM'000
RM'000
1,280,062
(1,211,791)
1,178,063
(1,090,007)
The Company
2012
2011
RM'000
RM'000
77,059
(66,281)
112,088
(100,151)
Gross profit
68,271
88,056
10,778
11,937
5,645
(53,170)
941
(1,420)
2,948
(6,811)
7,727
(64,883)
51
(2,394)
2,330
(5,038)
988
(13,112)
6,429
(2,328)
781
(12,457)
7,450
(1,788)
16,404
(10,559)
25,849
(19,091)
2,755
(1,302)
5,923
(1,487)
5,845
6,758
1,453
4,436
29
30
(517)
(162)
46
(10)
5,328
6,596
1,499
4,426
5,110
735
5,997
761
1,453
4,436
5,845
6,758
1,453
4,436
4,753
575
5,846
750
1,499
4,426
5,328
6,596
1,499
4,426
4.12
4.12
5.40
5.40
31
63
64
Exercise of employee
share options
Acquisition of subsidiaries
Grant of equity-settled share
options to employees
Dividends on ordinary shares
Issuance of ordinary shares
Share issuance expenses
Group
121,883
4,762
1,787
(93)
9,600
21(d)
32
20
14,847
1,880
2,975
5,247
107,036
Share
premium
RM'000
20
Note
Share
capital
RM'000
15,682
15,682
Other
capital
reserves
RM'000
(1,708)
(151)
(1,557)
Translation
reserve
RM'000
735
58
1,680
(1,622)
677
Employee
share
option
reserve
RM'000
(12,367)
(3,221)
(3,221)
5,997
(15,143)
128,987
13,471
1,680
(3,221)
9,600
(93)
5,505
5,846
109,670
13,424
450
450
750
12,224
Attributable
to owners
NonAccumulated
of the Controlling
losses
Company
interests
RM'000
RM'000
RM'000
142,411
13,921
1,680
( 3,221)
9,600
(93)
5,505
450
6,596
121,894
Total
Equity
RM'000
Exercise of employee
share options
Acquisition of non-controlling
interests
Disposal of subsidiaries
Changes in ownership
interests in a subsidiary
Grant of equity-settled
share options to employees
Dividends on ordinary shares
Issuance of ordinary shares
Share issuance expenses
Group
1,628
21(d)
32
20
124,416
2,533
34(ii)
5,145
383
(15)
34(iii)
4,762
398
121,883
Share
premium
RM'000
905
20
Note
Share
capital
RM'000
15,682
15,682
Other
capital
reserves
RM'000
(2,065)
(357)
(1,708)
Translation
reserve
RM'000
1,301
566
891
(325)
735
Employee
share
option
reserve
RM'000
(9,099)
(1,842)
(1,861)
19
5,110
(12,367)
Accumulated
losses
RM'000
135,380
1,640
891
(1,861)
1,628
(15)
19
978
4,753
128,987
14,022
23
181
45
(203)
575
13,424
to owners
Nonof the Controlling
Company
interests
RM'000
RM'000
149,402
1,663
891
(1,861)
1,628
(15)
200
45
(203)
978
5,328
142,411
Total
Equity
RM'000
Attributable
65
Company
Share
capital
RM'000
Share
premium
RM'000
Translation
reserve
RM'000
Employee
share
option
reserve
RM'000
107,036
2,975
97
677
26,455
137,240
(10)
4,436
4,426
32
(3,221)
(3,221)
20
20
5,247
9,600
Note
Retained
profits
RM'000
Total
Equity
RM'000
21(d)
1,880
(93)
(1,622)
5,505
9,600
(93)
1,680
1,680
14,847
1,787
58
(3,221)
13,471
121,883
4,762
87
735
27,670
155,137
121,883
4,762
87
735
27,670
155,137
46
1,453
1,499
32
(1,861)
(1,861)
20
20
905
1,628
21(d)
398
(15)
(325)
978
1,628
(15)
891
891
2,533
383
566
124,416
5,145
133
1,301
66
(1,861)
27,262
1,621
158,257
Note
Group
2012
2011
RM'000
RM'000
Company
2012
2011
RM'000
RM'000
16,404
25,849
2,755
5,923
368
10,783
(481)
9,266
(58)
10,376
(1,925)
368
571
(4,556)
49
250
537
(7,418)
(1,099)
(1,858)
(967)
(50)
(50)
(1,872)
(70)
17,980
(686)
226
15,983
(412)
2,841
2,536
(32)
(95)
(1,033)
207
940
26
29
(5)
25
(334)
25
(941)
1,420
891
(51)
2,394
1,680
115
458
(50)
197
46
42,859
60,975
450
(466)
(12,592)
(61,738)
(2,174)
975
33
(20,468)
(56,022)
28,289
3,411
1,328
38,019
(24,918)
(20)
4,896
(1,789)
(4,499)
3,018
(33,136)
16,218
14,859
4,819
Interest paid
Tax paid
(16,967)
(13,810)
(15,107)
(5,154)
(2,830)
(88)
(2,518)
(63,913)
(4,043)
11,941
2,301
3,193
67
Note
Group
2012
2011
RM'000
RM'000
Company
2012
2011
RM'000
RM'000
33
-*
(1,040)
45
(4,193)
881
686
34 (iv)
2,868
375
1,531
74
1,965
2,872
375
50
(35)
(10,354)
(39,492)
6,108
(18,685)
8,070
(5,900)
(35)
(279)
35
19
(42,602)
180
(2,019)
128
(4,941)
2,326
412
(12,490)
(980)
(4,257)
(16,594)
4,037
19
(1,700)
(2,019)
(5,011)
(5,583)
6,125
32
(99)
1,641
(20,690)
(6,614)
6,813
(4,447)
68
(1,861)
144,997
(1,013)
(3,221)
73,580
(876)
(1,861)
4,100
(11)
(3,221)
1,364
(18)
(4,708)
(5,257)
(121)
(460)
1,613
978
9,507
5,505
1,613
978
9,507
5,505
140,006
79,238
11,511
8,230
Group
Note
NET CHANGE IN CASH AND
CASH EQUIVALENTS
EFFECT OF CHANGES IN
EXCHANGE RATE
CASH AND CASH
EQUIVALENTS AT THE
BEGINNING OF THE
FINANCIAL YEAR
2011
RM'000
33,491
62,705
2,762
339
46
(121)
Company
2012
2011
RM'000
RM'000
2012
RM'000
3,917
(10)
4,790
(58,254)
(13,774)
(17,681)
38,160
4,790
(10,966)
(13,774)
15,945
23,220
50
52
(15,945)
(22,020)
(50)
(52)
71,311
(33,151)
1,200
53,789
(50,199)
2,238
(13,204)
844
(14,618)
38,160
4,790
(10,966)
(13,774)
18
Represent consideration paid for acquisition of subsidiary of RM2/- as disclosed in Note 33 to the financial
statements.
69
GENERAL INFORMATION
The Company is principally engaged in business as a contractor for earthworks and building, project management
services and investment holding. The principal activities of the subsidiaries are as stated in Note 4 to the financial
statements. There has been no significant change in the nature of these principal activities during the financial year.
The Company is a public limited liability company, incorporated and domiciled in Malaysia and listed on the Main
Market of Bursa Malaysia Securities Berhad.
The registered office and principal place of business of the Company are located at Wisma Bina Puri, 88 Jalan Bukit
Idaman 8/1, Bukit Idaman, 68100 Selayang, Selangor Darul Ehsan.
The financial statements are expressed in Ringgit Malaysia.
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the
directors on 29th April 2013.
2.
Adoption of Revised FRS, Amendments/Improvements to FRSs, New IC Int and Amendments to IC Int
The Group and the Company had adopted the following revised FRS, amendments/improvements to
FRSs, new IC Int and amendments to IC Int that are mandatory for the current financial year:Revised FRS
FRS 124
Related Party Disclosures
Amendments/Improvements to FRSs
FRS 1
First-time Adoption of Financial Reporting Standards
FRS 7
Financial Instruments: Disclosures
FRS 112
Income Taxes
New IC Int
IC Int 19
Amendments to IC Int
IC Int 14
FRS 119-The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their
Interaction
70
2.
Financial Instruments
Consolidated Financial Statements
Joint Arrangements
Disclosure of Interests in Other Entities
Fair Value Measurement
1
1
1
1
1
Revised FRSs
FRS 119
FRS 127
FRS 128
Employee Benefits
Separate Financial Statements
Investments in Associates and Joint Ventures
1 January 2013
1 January 2013
1 January 2013
Amendments/Improvements to FRSs
FRS 1
First-time Adoption of Financial Reporting Standards
FRS 7
Financial Instruments: Disclosures
FRS 10
Consolidated Financial Statements
FRS 11
FRS 12
Joint Arrangements
Disclosure of Interests in Other Entities
FRS 101
FRS 116
FRS 127
FRS 132
FRS 134
January
January
January
January
January
2015
2013
2013
2013
2013
1 January 2013
1 January 2013
1 January 2013
and
1 January 2014
1 January 2013
1 January 2013
and
1 January 2014
1 July 2012 and
1 January 2013
1 January 2013
1 January 2014
1 January 2013
and
1 January 2014
1 January 2013
71
2.
Amendments to IC Int
IC Int 2
Members' Shares in Co-operative Entities & Similar Instruments
1 January 2013
1 January 2013
A brief discussion on the above significant new and revised FRSs, amendments/improvements to FRSs,
new IC Int and amendments to IC Int are summarised below. Due to the complexity of these new
standards, the financial effects of their adoption are currently still being assessed by the Group and the
Company.
FRS 9 Financial Instruments
FRS 9 specifies how an entity should classify and measure financial assets and financial liabilities.
This standard requires all financial assets to be classified based on how an entity manages its financial
assets (its business model) and the contractual cash flow characteristics of the financial asset. Financial
assets are to be initially measured at fair value. Subsequent to initial recognition, depending on the
business model under which these assets are acquired, they will be measured at either fair value or at
amortised cost.
In respect of the financial liabilities, the requirements are generally similar to the former FRS 139.
However, this standard requires that for financial liabilities designated as at fair value through profit or loss,
changes in fair value attributable to the credit risk of that liability are to be presented in other
comprehensive income, whereas the remaining amount of the change in fair value will be presented in the
profit or loss.
FRS 10 Consolidated Financial Statements and FRS 127 Separate Financial Statements (Revised)
FRS 10 replaces the consolidation part of the former FRS 127 Consolidated and Separate Financial
Statements. The revised FRS 127 will deal only with accounting for investment in subsidiaries, joint
ventures and associates in the separate financial statements of an investor and require the entity to
account for such investments either at cost, or in accordance with FRS 9.
FRS 10 brings about convergence between FRS 127 and IC Int 12 Consolidation-Special Purpose
Entities, which interprets the requirements of FRS 10 in relation to special purpose entities. FRS 10
introduces a new single control model to identify a parent-subsidiary relationship by specifying that an
investor controls an investee when the investor is exposed, or has rights, to variable returns from its
involvement with the investee and has the ability to affect those returns through its power over the
investee. It provides guidance on situations when control is difficult to assess such as those involving
potential voting rights, or in circumstances involving agency relationships, or where the investor has
control over specific assets of the entity, or where the investee entity is designed in such a manner where
voting rights are not the dominant factor in determining control.
72
2.
73
2.
74
2.
75
2.
76
2.
77
2.
2%
Between 15 and 95 years
10% - 50%
5% - 20%
10% - 20%
10%
The depreciation method, useful life and residual values are reviewed, and adjusted if appropriate, at the
end of each reporting period to ensure that the amount, method and period of depreciation are consistent
with previous estimates and the expected pattern of consumption of the future economic benefits
embodied in the items of property, plant and equipment.
Capital work-in-progress represents assets under construction, and which are not ready for commercial
use at the end of the reporting period. Capital work-in- progress is stated at cost, and is transferred to the
relevant category of assets and depreciated accordingly when the assets are completed and ready for
commercial use.
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use. Any gain or loss arising from derecognition of the asset is recognised
in profit or loss.
Depreciation of property, plant and equipment which are used for a specific project will be charged to that
particular project. Depreciation of other property, plant and equipment are charged to profit or loss
accordingly.
Previously, leasehold land that normally had an indefinite economic life and title was not expected to pass
to the lessee by the end of the lease term was treated as an operating lease. The payment made on
entering into or acquiring leasehold land that was accounted for as an operating lease represents prepaid
lease payments. In the previous financial year, the Group adopted the amendments made to FRS 117 Leases in relation to the classification of lease of land. The Groups leasehold land which in substance is
a finance lease has been reclassified as property and equipment and measured as such retrospectively.
2.3.5 Investment Properties
Investment properties are properties held either to earn rental income or for capital appreciation or for
both. Such properties are measured initially at cost, including transaction costs. Subsequent to initial
recognition, investment properties are stated at fair value. Gains or losses arising from changes in the fair
values of investment properties are recognised in profit or loss in the year in which they arise.
Investment properties are derecognised when they have either been disposed of or when the investment
property is permanently withdrawn from use and no future benefit is expected from its disposal.
On the derecognition of an investment property, the difference between the net disposal proceeds and
the carrying amount is recognised in profit or loss.
78
2.
For the purpose of impairment testing, goodwill acquired is allocated, from the acquisition date, to each
of the Groups cash-generating units that are expected to benefit from the synergies of the combination.
The cash-generating unit to which goodwill has been allocated is tested for impairment annually and
whenever there is an indication that the cash-generating unit, including allocated goodwill, with the
recoverable amount of the cash-generating unit. Where the recoverable amount of the cash-generating
unit is less than the carrying amount, an impairment loss is recognised in the profit or loss. Impairment
losses recognised for goodwill are not reversed in subsequent periods.
Where goodwill forms part of a cash-generating unit and part of the operation within that cash-generating
unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying
amount of the operation when determining the gain or loss on disposal of the operation. Goodwill
disposed of in this circumstance is measured based on the relative fair values of the operations disposed
of and the portion of the cash-generating unit retained.
Goodwill and fair value adjustments arising on the acquisition of foreign operation on or after 1st January
2006 are treated as assets and liabilities of the foreign operations and are recorded in the functional
currency of the foreign operations and translated in accordance with the accounting policy set out in Note
2.3.3 (iii).
Goodwill and fair value adjustments which arose on acquisitions of foreign operation before 1st January
2006 are deemed to be assets and liabilities of the Company and are recorded in RM at the rates
prevailing at the date of acquisition.
79
2.
80
2.
81
2.
(ii)
(iii)
Held-to-maturity investment
Financial assets with fixed or determinable payments and fixed maturity are classified as held-tomaturity when the Group has the positive intention and ability to hold the investment to maturity.
Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost
using the effective interest method. Gains and losses are recognised in profit or loss when the
held-to-maturity investments are derecognised or impaired, and through the amortisation
process.
Held-to-maturity investments are classified as non-current assets, except for those having
maturity within 12 months after the end of the reporting period which are classified as current.
As at the end of financial period, there were no financial assets classified under this category.
82
2.
A financial asset is derecognised where the contractual right to receive cash flows from the asset has
expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount
and the sum of the consideration received and any cumulative gain or loss that had been recognised
in other comprehensive income is recognised in profit or loss.
Regular way purchases or sales are purchases or sales of financial assets that require delivery of
assets within the period generally established by regulation or convention in the market place
concerned. All regular way purchases and sales of financial assets are recognised or derecognised on
the trade date i.e., the date that the Group and the Company commit to purchase or sell the asset.
2.3.12 Impairment of Financial Assets
The Group and the Company assess at the end of each reporting period whether there is any objective
evidence that a financial asset is impaired.
(i)
Trade and other receivables and other financial assets carried at amortised cost
To determine whether there is objective evidence that an impairment loss on financial assets has
been incurred, the Group and the Company consider factors such as the probability of insolvency
or significant financial difficulties of the debtor and default or significant delay in payments. For
certain categories of financial assets, such as trade receivables, assets that are assessed not to
be impaired individually are subsequently assessed for impairment on a collective basis based
on similar risk characteristics. Objective evidence of impairment for a portfolio of receivables
could include the Groups and the Companys past experience of collecting payments, an
increase in the number of delayed payments in the portfolio past the average credit period and
observable changes in national or local or economic conditions that correlate with default on
receivables.
If any such evidence exists, the amount of impairment loss is measured as the difference
between the assets carrying amount and the present value of estimated future cash flows
discounted at the financial assets original effective interest rate. The impairment loss is
recognised in profit or loss.
83
2.
Trade and other receivables and other financial assets carried at amortised cost (Contd)
The carrying amount of the financial asset is reduced by the impairment loss directly for all
financial assets with the exception of trade receivables, where the carrying amount is reduced
through the use of an allowance account. When a trade receivable becomes uncollectible, it is
written off against the allowance account.
If in a subsequent period, the amount of the impairment loss decreases and the decrease can be
related objectively to an event occurring after the impairment was recognised, the previously
recognised impairment loss is reversed to the extent that the carrying amount of the asset does
not exceed its amortised cost at the reversal date. The amount of reversal is recognised in profit
or loss.
(ii)
(iii)
84
2.
(ii)
property
stage of
property
property
Where the financial outcome of a development activity cannot be reliably estimated, property
development revenue is recognised only to the extent of property development costs incurred
that is probable will be recoverable, and property development costs on properties sold are
recognised as an expense in the period in which they are incurred.
Any expected loss on a development project, including costs to be incurred over the defects
liability period, is recognised as an expense immediately.
Property development costs not recognised as an expense are recognised as an asset, which is
measured at the lower of cost and net realisable value.
The excess of revenue recognised in the profit or loss over billings to purchasers is classified as
accrued billings within trade receivables and the excess of billings to purchasers over revenue
recognised in the profit or loss is classified as advance billings within trade payables.
BINA PURI HOLDINGS BHD
Annual Report 2012
85
2.
(ii)
86
2.
A financial liability is derecognised when the obligation under the liability is extinguished. When an
existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is
treated as a derecognition of a new liability, and the difference in the respective carrying amounts is
recognised in profit or loss.
2.3.18 Financial Guarantee Contracts
A financial guarantee contract is a contract that requires the issuer to make specified payments to
reimburse the holder for a loss it incurs because of a specified debtor fails to make payment when due.
Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction costs.
Subsequent to initial recognition, financial guarantee contracts are recognised as income in profit or
loss over the period of the guarantee. If the debtor fails to make payment relating to financial guarantee
contract when it is due and the Group as issuer, is required to reimburse the holder for the associated
loss, the liability is measured at the higher of the best estimate of the expenditure required to settle the
present obligation at the end of the reporting period and the amount initially recognised less cumulative
amortisation.
2.3.19 Leases
Assets acquired by way of hire purchase or finance leases are stated at an amount equal to the lower
of their fair values and the present value of the minimum lease payments at the inception of the leases,
less accumulated depreciation and impairment losses. The corresponding liability is included in the
statement of financial position as borrowings. In calculating the present value of the minimum lease
payments, the discount factor used is the interest rate implicit in the lease, when it is practicable to
determine; otherwise, the Group's incremental borrowing rate is used. Any initial direct costs are also
added to the carrying amount of such assets.
Lease payments are apportioned between the finance costs and the reduction of the outstanding
liability. Finance costs, which represent the difference between the total leasing commitments and the
fair value of the assets acquired, are recognised as an expense in profit or loss over the term of the
relevant lease so as to produce a constant periodic rate of charge on the remaining balance of the
obligations for each accounting period.
The depreciation policy for leased assets is in accordance with that for depreciable property, plant and
equipment.
2.3.20 Government Grants
Government grants are recognised at their fair value in the statements of financial position as deferred
revenue where there is reasonable assurance that the grant will be received and the Group will comply
with all the attached conditions.
Grants that compensate the Group for expenses incurred are recognised in profit or loss over the
periods necessary to match the grant on a systematic basis to the costs that it is intended to
compensate.
Grants that compensate the Group for the cost of an asset are recognised in profit or loss on a
systematic basis over the useful life of the relevant asset.
87
2.
(ii)
(iii)
Share-based Compensation
At grant date, the fair value of options granted to employees is recognised as an employee
expense, with a corresponding increase in equity, over the period in which the employees become
unconditionally entitled to the options. The amount recognised as an expense is adjusted to
reflect the actual number of share options that are expected to vest.
88
2.
Construction Contracts
Revenue from construction contracts is accounted for by the stage of completion method as
described in Note 2.3.13.
(ii)
Sale of Properties
Revenue from sale of development properties is accounted for by the stage of completion
method as described in Note 2.3.14(ii).
(iii)
Sales of Goods
Revenue is recognised upon delivery of goods and customers acceptance and where applicable,
net of returns and trade discounts.
(iv)
Services
Revenue is recognised upon the rendering of services and when the outcome of the transaction
can be estimated reliably. In the event the outcome of the transaction could not be estimated
reliably, revenue is recognised to the extent of the expenses incurred that are recoverable.
(v)
Interest Income
Interest income is recognised on an accrual basis.
(vi)
Dividend Income
Dividend income of the Group and of the Company is recognised when the right to receive
dividend payment is established.
(vii)
Rental Income
Rental income is recognised on an accrual basis.
89
2.
Current Tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or
paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those
that are enacted or substantively enacted by the end of the reporting period.
Current taxes are recognised in profit or loss except to the extent that the tax relates to items
recognised outside profit or loss, either in other comprehensive income or directly in equity.
(ii)
Deferred Tax
Deferred tax is provided using the liability method on temporary differences at the end of the
reporting period between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
where the deferred tax liability arises from the initial recognition of goodwill or of an asset
or liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss; and
in respect of taxable temporary differences associated with investments in subsidiaries,
associates and interests in joint ventures, where the timing of the reversal of the temporary
differences can be controlled and it is probable that the temporary differences will not
reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, carry forward of
unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will
be available against which the deductible temporary differences, and the carry forward of unused
tax losses can be utilised except:
where the deferred tax asset relating to the deductible temporary difference arises from
the initial recognition of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss; and
in respect of deductible temporary differences associated with investments in subsidiaries,
associates and interests in joint ventures, deferred tax assets are recognised only to the
extent that it is probable that the temporary differences will reverse in the foreseeable
future and taxable profit will be available against which the temporary differences can be
utilised.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and
reduced to the extent that it is no longer probable that sufficient taxable profit will be available to
allow all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are reassessed at the end of each reporting period and are
recognised to the extent that it has become probable that future taxable profit will allow the
deferred tax assets to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the
year the asset is realised or the liability is settled, based on tax rates and tax laws that have been
enacted or substantively enacted at the end of the reporting period.
90
2.
has an interest in the entity that gives it significant influence over the entity; or
(ii)
(iii)
(iv)
the party is a member of the key management personnel of the entity or its parent;
BINA PURI HOLDINGS BHD
Annual Report 2012
91
2.
the party is a close member of the family of any individual referred to in (i) or (iv);
(vi)
the party is an entity that is controlled, jointly controlled or significantly influenced by, or for which
significant voting power in such entity resides with, directly or indirectly, any individual referred to
in (iv) or (v); or
(vii)
the party is a post-employment benefit plan for the benefit of employees of the entity, or of any
entity that is a related party of the entity.
Close members of the family of an individual are those family members who may be expected to
influence, or be influenced by, that individual in their dealings with the entity.
3.
92
3.
93
3.
94
3.
95
4.
INVESTMENT IN SUBSIDIARIES
Company
2012
2011
RM'000
RM'000
Unquoted shares - at cost
In Malaysia
Outside Malaysia
88,405
1,845
83,505
1,845
90,250
85,350
4,510
4,510
At 31st December
4,510
4,510
85,740
80,840
Equity interest
2012
2011
%
%
Principal activity
Malaysia
100
100
Malaysia
100
100
Malaysia
60
100
Investment holding
Malaysia
100
100
India
100
100
Inactive
Malaysia
100
80
Inactive
Malaysia
100
100
Property developer
Malaysia
100
100
Commission agent
Malaysia
80
80
Investment holding
Malaysia
60
60
Investment holding
Malaysia
100
100
Investment holding
Malaysia
60
60
Pakistan
99.97
99.97
96
Inactive
Builder of motorway
4.
Equity interest
2012
2011
%
%
Principal activity
Brunei
Darusalam
90
90
Brunei
Darusalam
100
100
Malaysia
80
Property developer
Malaysia
100
100
Inactive
Malaysia
100
100
Malaysia
49
70
Malaysia
100
100
Quarry operator
Malaysia
70
70
Malaysia
60
60
Inactive
Cambodia
100
100
Inactive
Malaysia
100
100
Inactive
Vietnam
100
100
Inactive
Malaysia
90
90
Manufacturer of polyol
Malaysia
65
65
Inactive
Malaysia
55
55
97
4.
Equity interest
2012
2011
%
%
Principal activity
Republic of
Indonesia
80
80
Power supply
Malaysia
51
51
Malaysia
100
100
Malaysia
70
70
Malaysia
100
100
Manufacturer of bricks
Malaysia
55
55
Property developer
5.
The auditors reports of these subsidiaries contain an emphasis of matter paragraph in relation to the going
concern consideration.
Subsidiary without audited financial statements and auditors report but the unaudited financial statements of
the subsidiary were adopted by the Group for the purpose of the financial statements of the Group.
INVESTMENT IN ASSOCIATES
Group
2012
RM'000
2011
RM'000
Company
2012
2011
RM'000
RM'000
1,165
3,916
615
3,426
615
3,916
125
3,426
5,081
93
4,041
(324)
4,531
3,551
5,174
3,717
4,531
3,551
(a) Share of results in associates are based on the audited financial statements of the associates made up to the
end of the financial year.
98
5.
Equity interest
2012
2011
%
%
Principal activity
Malaysia
40
40
Inactive
Thailand
49
49
Investment holding
Thailand
49
49
Malaysia
50
50
Property development
Arab Saudi
50
50
Malaysia
49
70
Malaysia
40
40
Malaysia
30
30
2011
RM'000
95,413
83,263
82,742
73,376
Results
Revenue
Profit after taxation
55,012
2,054
50,687
4,026
(d) The Groups cumulative share of unrecognised losses for Bina Puri Holdings (Thailand) Ltd and Bina Puri
(Thailand) Ltd at the end of the reporting period is as follows:Group
2012
RM'000
At 1st January
Share of current year's profit
Capitalisation of equity investment
At 31st December
2011
RM'000
3,801
(1,783)
(2,018)
99
6.
2011
RM'000
Equity interest
2012
2011
%
%
United
Arab
Emirates*
30
30
Principal activity
2011
RM'000
16
5,087
70
5,052
Total assets
5,103
5,122
Non-current liabilities
Current liabilities
8,798
40
7,530
Total liabilities
8,798
7,570
1,736
(1,420)
(1,231)
(2,394)
Results
Revenue
Loss for the financial year
(c)
In the last financial year, the unincorporated jointly controlled entity is exposed to a contingent liability
amounting to RM1.7 million in respect of performance guarantees and other matters arising in the ordinary
course of business from which it is anticipated that no material liabilities will arise.
The unincorporated jointly controlled entity has no capital commitments as at the end of the reporting period.
100
7.
5,846
232
5,614
207
25
Accumulated depreciation
5,846
Cost
Group 2012
Freehold
land and
buildings
RM000
19,815
3,535
3,289
246
23,350
23,350
Long
leasehold
land and
buildings
RM000
1,079
2,547
2,475
72
3,626
3,626
Short
leasehold
land and
buildings
RM000
29,891
46,470
43,792
3,945
(1,012)
(82)
(173)
76,361
70,275
8,490
(1,126)
(142)
(1,136)
Plant,
machinery
and
equipment
RM000
19,531
84
(84)
9,850
8,818
1,212
(5)
(205)
(1)
31
29,381
28,876
466
(38)
(288)
33
332
Renovation,
electrical
installation,
furniture
and fittings
RM000
4,822
11,621
10,812
1,089
(30)
(255)
(1)
6
16,443
16,066
743
(83)
(282)
(68)
67
Office
equipment
RM000
19,783
36,068
34,813
4,194
(3,029)
84
6
55,851
50,573
8,374
(3,268)
177
(5)
Truck and
motor
vehicles
RM000
1,054
1,054
316
738
Capital
work-inprogress
RM000
101,589
84
(84)
110,323
104,206
10,783
(4,076)
(460)
(130)
211,912
198,928
18,811
(4,515)
(570)
(742)
Total
RM000
101
7.
102
207
5,639
182
25
5 ,846
Accumulated depreciation
At 1st January 2011
Depreciation for the financial year
Disposals
Written off
Reclassification
Exchange differences
3,292
2,554
Cost
At 1st January 2011
Additions
Disposals
Written off
Reclassification
Exchange differences
Group 2011
Freehold
land and
buildings
RM000
20,061
3,289
3,043
246
23,350
23,350
Long
leasehold
land and
buildings
RM000
1,151
2,475
2,381
94
3,626
3,607
19
Short
leasehold
land and
buildings
RM000
26,483
43,792
42,110
3,772
(2,125)
(9)
48
(4)
70,275
56,741
16,418
(3,214)
(27)
396
(39)
Plant,
machinery
and
equipment
RM000
19,974
84
84
8,818
7,182
1,812
(13)
(3)
(164)
4
28,876
8,999
20,358
(108)
(5)
(421)
53
Renovation,
electrical
installation,
furniture
and fittings
RM000
5,254
10,812
9,880
1,108
(89)
(181)
94
16,066
12,808
3,600
(180)
(190)
25
3
Office
equipment
RM000
15,760
34,813
37,667
3,319
(6,190)
22
(5)
50,573
50,077
6,429
(5,913)
(20)
Truck and
motor
vehicles
RM000
316
316
121
195
Capital
work-inprogress
RM000
94,638
84
84
104,206
102,445
10,376
(8,417)
(193)
(5)
198,928
158,995
49,573
(9,415)
(222)
(3)
Total
RM000
7.
1,375
1,281
94
77
17
Accumulated depreciation
1,375
Freehold
land and
buildings
RM000
Cost
Company 2012
17,257
3,303
3,080
223
20,560
20,560
Long
leasehold
land and
buildings
RM000
502
373
242
131
875
875
Plant,
machinery
and
equipment
RM000
295
3,175
3,137
40
(2)
3,470
3,386
90
(6)
Renovation,
electrical
installation
furniture
and fittings
RM000
190
1,234
1,190
75
(22)
(9)
1,424
1,407
55
(22)
(16)
Office
equipment
RM000
553
298
599
85
(386)
851
643
594
(386)
Truck and
motor
vehicles
RM000
20,078
8,477
8,325
571
(386)
(22)
(11)
28,555
28,246
739
(386)
(22)
(22)
Total
RM000
103
7.
104
1,375
1,298
77
60
17
Accumulated depreciation
1,375
Freehold
land and
buildings
RM000
Cost
Company 2011
17,480
3,080
2,857
223
20,560
20,560
Long
leasehold
land and
buildings
RM000
633
242
111
131
875
875
Plant,
machinery
and
equipment
RM000
249
3,137
3,100
38
(1)
3,386
3,368
24
(6)
Renovation,
electrical
installation
furniture
and fittings
RM000
217
1,190
1,114
77
(1)
1,407
1,336
75
(4)
Office
equipment
RM000
44
599
548
51
643
643
Truck and
motor
vehicles
RM000
19,921
8,325
7,790
537
(2)
28,246
28,157
99
(10)
Total
RM000
7.
The title deeds to certain land and buildings of the Group and of the Company with net book value of RM1,445,771/- (2011:
RM2,298,116/-) and RM1,445,771/- (2011: RM2,551,818/-) respectively, have yet to be issued by the relevant authorities.
(b)
Included in property, plant and equipment of the Group is a freehold land with a net book value of RM934,690/- (2011:
RM934,690/-) which is held in trust by a former director of the Company.
(c)
The net book value of property, plant and equipment of the Group charged to licensed financial institutions for banking
facilities granted to the Group are as follows:Group
(d)
2011
RM'000
3,397
2,804
4,721
732
46
329
542
3,105
5,263
542
63
341
168
12,571
9,482
The net book value of property, plant and equipment acquired under hire purchase arrangements are as follows:Group
8.
2012
RM'000
Company
2012
2011
RM'000
RM'000
2012
RM'000
2011
RM'000
3,084
5,892
545
17,505
100
346
13,158
531
10
20,589
19,496
531
555
INVESTMENT PROPERTIES
Group
2012
RM'000
2011
RM'000
At 1st January
Addition arising from acquisition of
property under construction
112
112
39,492
At 31st December
39,604
112
105
8.
At fair value
Leasehold land
At cost
Freehold land and building under construction
(a)
2012
RM'000
2011
RM'000
112
112
39,492
39,604
112
Except for investment property under construction, the investment property is stated at fair value, which has
been determined based on valuation conducted. Valuation was determined by independent valuers by
reference to estimated open market valuation. The directors are of the opinion that there are no material
changes to the fair value of the investment properties since the last valuation.
(b) The investment property under construction which comprise of land and building is being valued at cost as the
directors are of the opinion that the fair value of the investment property cannot be reliably and separately
determined due to the nature of the property which is under construction and project risk involved in completing
the investment property.
(c)
Details of the freehold land and building under construction are as follows:Group
2012
RM'000
2011
RM'000
At 1st January
Costs incurred during the financial year
19,951
At 31st December
19,951
At 1st January
Costs incurred during the financial year
19,541
At 31st December
19,541
39,492
Development cost
106
9.
2011
RM'000
At 31st December
12,893
(12,893)
Development costs
At 1st January
Transfer to property development cost (Note 9(b))
188
(188)
At 31st December
2011
RM'000
6,100
17,393
10,056
33,549
2,049
54,115
6,100
4,500
9,868
56,164
20,468
(2,265)
(41,307)
(43,572)
Transfer from:
- land held for property development (Note 9(a))
- leasehold land
- development costs
12,893
188
13,081
- freehold land
- leasehold land
- development costs
5,884
17,393
22,864
6,100
17,393
10,056
46,141
33,549
As 31st December
107
Depreciation
Finance costs
2012
RM'000
2011
RM'000
69
1,191
202
The freehold land and development costs and leasehold land and development costs of the Group amounting
to RM30,345,374/- (2011: Nil) and RM5,423,840/- (2011: RM4,911,282/-) respectively were charged to a
licensed bank to secure a banking facility granted to the Group as stated in Note 23 to the financial statements.
Company
2012
2011
RM'000
RM'000
2012
RM'000
2011
RM'000
36,815
36,780
36,377
36,717
422
422
35
35
37,237
37,202
36,412
36,752
72
72
72
72
37,309
37,274
36,412
36,752
At cost
Unquoted shares in Malaysia
Transferable corporate membership
in golf and country resort
At fair value
Quoted shares outside Malaysia
(a) Investments in unquoted shares of the Group and of the Company which were designated as available-for-sale
financial assets are stated at cost as their fair values cannot be reliably measured using valuation techniques
due to the lack of marketability of the unquoted shares.
(b) Upon adoption of FRS 139 in the previous financial year, the Group designated its investments in quoted shares
that were previously measured using the cost model as available-for-sale financial assets and are measured at
fair value.
In the previous financial year, the Company entered into an agreement (Agreement) with the joint venture partner
of KL-Kuala Selangor Expressway Berhad (KLKSE). Pursuant to the Agreement, the Company would not have
significant influence on KLKSE and the investment has been accounted for as other investments instead of as an
associate.
108
11.
GOODWILL
Group
2012
RM'000
2011
RM'000
350
350
(a) The carrying amount of goodwill allocated to the cash-generating unit (CGU) is as follows:-
Group
Sale of electricity
2012
RM'000
2011
RM'000
350
350
(b) The Group has assessed the recoverable amounts of goodwill allocated and determined that no impairment
is required. The recoverable amounts of the cashgenerating unit is determined using the value-in-use
approach, and this is derived from the present value of the future cash flows from the operating segments
computed based on the projections of financial budgets approved by management covering a period of 5
years.
The key assumptions used in the determination of the recoverable amounts are as follows:
(i)
(ii)
Growth rate
Management estimates that the CGU will generate revenue based on its estimated capacity throughout
the projected period. There is no growth rate used in the revenue projection.
109
2011
RM'000
Company
2012
2011
RM'000
RM'000
At 1st January
Recognised in profit or loss (Note 30)
Foreign exchange
(1,617)
(416)
6
(445)
(1,174)
2
(427)
(261)
(427)
At 31st December
(2,027)
(1,617)
(688)
(427)
654
(2,681)
678
(2,295)
(688)
(427)
(2,027)
(1,617)
(688)
(427)
The components and movements of deferred tax assets and liabilities during the financial year prior to offsetting are
as follows:(a) Deferred tax assets
Group
2012
RM'000
2011
RM'000
At 1st January
Recognised in profit or loss
678
(24)
654
24
At 31st December
654
678
2011
RM'000
221
374
(48)
107
221
374
(48)
131
654
678
Deferred tax assets are recognised by certain subsidiaries based on the expected probable future taxable profit
generated by the said subsidiaries.
110
2012
RM'000
2011
RM'000
11,685
9,932
7,887
10,159
21,617
18,046
The availability of the unused tax losses and unabsorbed capital allowances for offsetting against the future
taxable profits of the respective subsidiaries are subject to no substantial changes in shareholdings of those
subsidiaries under Section 44(5A) and (5B) of Income Tax Act, 1967 and guidelines issued by the tax
authorities. Deferred tax assets have not been recognised in respect of these items as they may not be used
to offset against taxable profits of other subsidiaries in the Group.
(b) Deferred tax liabilities
Group
2012
RM'000
2011
RM'000
Company
2012
2011
RM'000
RM'000
At 1st January
Recognised in profit or loss
Foreign exchange
2,295
392
(6)
1,099
1,198
(2)
427
261
427
At 31st December
2,681
2,295
688
427
2,681
2,295
688
427
13. INVENTORIES
Group
2012
RM'000
2011
RM'000
278
3,310
1,874
278
2,537
2,181
5,462
4,996
111
Company
2012
2011
RM'000
RM'000
2012
RM'000
2011
RM'000
2,361,833
177,665
1,859,888
168,536
276,772
6,329
211,713
5,062
2,539,498
(2,339,796)
2,028,424
(1,840,699)
283,101
(296,302)
216,775
(205,799)
199,702
187,725
(13,201)
10,976
206,409
(6,707)
211,567
(23,842)
10,357
(23,558)
14,285
(3,309)
199,702
187,725
(13,201)
10,976
1,097,278
1,047,013
1,083,599
1,007,064
72,987
66,281
103,758
100,151
100,957
83,857
5,085
9,522
15,436
80,609
In previous financial year, included in the gross amount due from contract customers of the Group were project costs
incurred during the period from 2006 to 2009 amounting to RM3.4 million in relation to a project awarded by the
Government of Malaysia (Project) which has been called off in the financial year 2010.
On 17th February 2012, the Group received a new letter of intent from the Government of Malaysia.
On 4th February 2013, the Group received a new letter of award from the Government of Malaysia in relation to the
said Project.
The directors, having considered all available information relating to the Project, are confident that all costs incurred
will be recoverable. Accordingly, the directors are of the opinion that no impairment loss is necessary.
112
Company
2012
2011
RM'000
RM'000
2012
RM'000
2011
RM'000
Third parties
A related party
347,533
1,003
357,755
1,438
20,575
16,994
348,536
(7,634)
359,193
(18,823)
20,575
(437)
16,994
(678)
340,902
340,370
20,138
16,316
- third parties
- a related party
85,988
740
51,414
960
4,595
5,606
86,728
(653)
52,374
(6,600)
4,595
(618)
5,606
(400)
86,075
8,139
4,802
45,774
4,485
7,182
3,977
123
17
5,206
225
61
99,016
57,441
4,117
5,492
22,251
462,169
397,811
24,255
21,808
Trade receivables
Other receivables
113
Company
2012
2011
RM'000
RM'000
2012
RM'000
2011
RM'000
188,922
191,011
17,354
10,579
30,715
62,396
619
29,120
27,186
92
758
14,983
46,898
239
532
57,694
5,492
2,453
3,828
19,468
7,387
151,980
149,359
2,784
5,737
7,548
86
7,261
11,562
437
678
7,634
18,823
437
678
348,536
359,193
20,575
16,994
Impaired
Not past due
Past due
114
2011
RM'000
Company
2012
2011
RM'000
RM'000
Individually impaired
Trade receivables, nominal value
Less: Allowance for impairment
93,924
(7,634)
95,936
(18,823)
5,085
(437)
9,522
(678)
86,290
77,113
4,648
8,844
The movement in the Groups and the Companys allowance accounts are as follows:Group
2012
RM'000
At 1st January
Additions
Reversal
Written off
Discounting effect of FRS 139
Unwinding of discount
At 31st December
18,823
(5)
(11,519)
1,459
(1,124)
7,634
2011
RM'000
Company
2012
2011
RM'000
RM'000
18,093
9,016
(334)
(8,747)
1,468
(673)
678
(241)
790
(112)
18,823
437
678
Trade receivables that are individually impaired at the end of the reporting period relate to debtors that are in
significant financial difficulties and have defaulted on payments. These receivables are not secured by any
collateral.
(b) Other receivables
The Groups and the Companys amounts owing by other receivables are unsecured,interest free and are
repayable on demand.
The Groups amount owing by related parties represents interest receivable from companies on which certain
directors have interests. The amount is unsecured, interest free and is repayable on demand.
115
2011
RM'000
Company
2012
2011
RM'000
RM'000
Individually impaired
Other receivables, nominal value
Less: Allowance for impairment
653
(653)
6,968
(6,600)
618
(618)
368
768
(400)
368
The movement in the Groups and the Companys allowance accounts are as follows:Group
2012
RM'000
At 1st January
Additions
Written off
At 31st December
6,600
368
(6,315)
653
2011
RM'000
Company
2012
2011
RM'000
RM'000
6,350
250
400
368
(150)
151
250
(1)
6,600
618
400
Other receivables that are individually impaired at the end of the reporting period relate to debtors that are in
significant financial difficulties and have defaulted on payments. These receivables are not secured by any
collateral.
(c) Included in the trade receivables of the Group were:(i)
an amount of approximately RM4.0 million owing by a developer of a housing project. The debt relates to
progress billings raised in previous financial years. The debtor has agreed to settle the outstanding amount
with interest.
During the financial year, the Group has sought legal consultation for the recovery of the outstanding
balance due from the said developer. Based on the representation from the legal advisor, the Group will
be able to recover the balance outstanding through the sale of the development properties.
The directors, having considered all available information are confident that the debts will be recovered in
full. Accordingly, the directors are of the opinion that no allowance for impairment loss is required.
(ii)
an amount of RM0.35 million owing by a debtor in India is under arbitration process since year 2009.
The Group has provided allowance for impairment losses in respect of the amount owing by the said
debtor in India during the current financial year.
116
41,983
61,402
17,989
44,213
103,385
62,202
(537)
(30,642)
(30,642)
(31,179)
(30,642)
72,206
31,560
(1,269)
(22,535)
(1,610)
(16,451)
(23,804)
(18,061)
13,642
556
9,928
5,271
12,605
5,006
12,427
Impaired
27,804
537
17,433
41,983
17,989
117
6,750
(537)
6,213
537
At 31st December
537
118
38,115
(30,642)
7,473
32,743
(30,642)
2,101
30,642
30,593
49
At 31st December
30,642
30,642
Non-trade amount owing by subsidiaries that are individually impaired at the end of the reporting period relate
to subsidiaries that are in significant financial difficulties and have defaulted on payments. These receivables
are not secured by any collateral or credit enhancements.
119
17.
2012
RM'000
Group
2011
RM'000
Company
2012
2011
RM'000
RM'000
9,513
19,907
9,332
15,640
9,283
19,893
9,283
15,636
29,420
24,972
29,176
24,919
(698)
(457)
(698)
(457)
(698)
(457)
(698)
(457)
(1,155)
(1,155)
(1,155)
(1,155)
28,265
23,817
28,021
23,764
(8,868)
(7,564)
(74)
(6)
(26)
(8,868)
(7,638)
(6)
(26)
120
17.
Company
2012
2011
RM'000
RM'000
2012
RM'000
2011
RM'000
150
66
41
8,599
8,593
8,585
8,585
Impaired
8,665
698
8,634
698
8,585
698
8,585
698
9,513
9,332
9,283
9,283
Trade-related amount owing by associates that are neither past due nor impaired
The Group and the Company monitor the credit quality of the trade-related amount owing by associates
through ageing analysis. Any associates having significant balances past due or more than 120 days, which
are deemed to have higher credit risk, are monitored individually.
Trade-related amount owing by associates that are past due but not impaired
The Group and the Company believe that no impairment allowance is necessary in respect of these
associates. The directors are of the opinion that no impairment is required based on past experience and the
likelihood of recoverability of these associates.
121
17.
9,283
(698)
9,283
(698)
8,585
8,585
The movement in the Groups and the Companys allowance accounts are as follows:Group and Company
2012
2011
RM'000
RM'000
At 1st January
Discounting effect of FRS 139
698
698
At 31st December
698
698
Trade-related amount owing by associates that are individually impaired at the end of the reporting period relate
to associates that are in significant financial difficulties and have defaulted on payments. These receivables are
not secured by any collateral or credit enhancements.
(b) Non-trade amounts owing
The non-trade amounts owing represent unsecured interest-free advances and payments made on behalf. The
amounts owing are receivable/(repayable) on demand and are to be settled in cash.
Non-trade related amount owing by associates that are impaired
The Groups and the Companys non-trade related amount owing by associates that are impaired at the end of
the reporting period are as follows:Group and Company
2012
2011
RM'000
RM'000
Individually impaired
Nominal value
Less: Allowance for impairment
122
8,630
(457)
6,076
(457)
8,173
5,619
17.
2012
RM'000
2011
RM'000
At 1st January
Discounting effect of FRS 139
457
457
At 31st December
457
457
Non-trade related amount owing by associates that are individually impaired at the end of the reporting period
relate to associates that are in significant financial difficulties and have defaulted on payments. These
receivables are not secured by any collateral.
(c)
Included in the Groups and the Companys amounts owing by associates is an amount of RM16,758,140/owing by an associate which has been long outstanding.
The directors are of the opinion that the balance due from the associate is recoverable as the associate have
committed to the Group to repay the amount owing when it has successfully recovered the compensation in
its legal claims from its completed project or from its additional cash flows to be generated from a secured
project.
The deposits with licensed banks of the Group and of the Company at the end of the reporting period bear
effective interest rates ranging from 0.50% to 5.25% (2011: 1.00% to 5.25%) per annum. The deposits have
maturity periods of not more than one year.
(ii)
Included in deposits with licensed banks of the Group and of the Company at the end of the reporting period
was an amount of RM15,945,389/- (2011: RM22,020,202/-) and RM49,801/- (2011: RM51,583/-) respectively,
which have been pledged to a licensed bank as security for banking facilities granted to the Group and the
Company.
123
2011
RM'000
Number of
shares
000
RM'000
500,000
500,000
500,000
500,000
At 1st January
Exercise of employee share options
Issuance of shares
121,883
905
1,628
121,883
905
1,628
107,036
5,247
9,600
107,036
5,247
9,600
At 31st December
124,416
124,416
121,883
121,883
In previous financial year, the Group and the Company increased their issued and paid-up ordinary shares from
RM107.036 million to RM121.883 million through the issuance of:(i)
0.964 million new ordinary shares of RM1/- each pursuant to the Employee Share Option Scheme 2003 at an
exercise price of RM1.00/- per share;
(ii)
4.283 million new ordinary shares of RM1/- each pursuant to the Employee Share Option Scheme 2011 at an
exercise price of RM1.08/- per share; and
(iii) 9.600 million new ordinary shares of RM1/- each pursuant to the private placement exercise at a price of RM1/per share.
During the financial year, the Group and the Company increased its issued and paid-up share capital from
RM121.883 million to RM124.416 million through the issuance of:(i)
904,725 new ordinary shares of RM1/- each pursuant to the Employees Share Option Scheme at an exercise
price of RM1.08 per share; and
(ii)
1,628,200 new ordinary shares of RM1/- each pursuant to the private placement exercise at a price of RM1/per share.
The new ordinary shares issued rank pari passu in all respects with the existing shares of the Company.
21. RESERVES
Group
2012
RM'000
124
Share premium
Other capital reserves
Translation reserve
Employee share option reserve
(Accumulated losses)/retained profits
5,145
15,682
(2,065)
1,301
(9,099)
Total reserves
10,964
2011
RM'000
4,762
15,682
(1,708)
735
(12,367)
7,104
Company
2012
2011
RM'000
RM'000
5,145
133
1,301
27,262
4,762
87
735
27,670
33,841
33,254
4,762
398
(15)
2,975
1,880
(93)
At 31st December
5,145
4,762
The share premium is not distributable by way of dividends and may be utilised in the manner set out in
Section 60(3) of the Companies Act, 1965 in Malaysia.
(b) Other capital reserves
The capital reserve represents the capitalisation of subsidiaries retained earnings upon their bonus issue of
shares previously.
(c) Translation reserve
The translation reserve arose from the translation of the financial statements of foreign subsidiaries and is not
distributable by way of dividends.
(d) Employee share option reserve
On 1st June 2012, the Company granted options to eligible employees including executive directors of the
Group to subscribe up to 15% of the issued and paid-up share capital of the Company under the Executives
Share Option Scheme (ESOS) approved by the shareholders of the Company at the Annual General Meeting.
The effective date of the ESOS is on 7th June 2011 for a period of five years and the options may be exercised
between 7th June 2011 and 6th June 2016 on the terms and conditions as set out in the ESOS By-Laws of the
Company.
The salient features of the New ESOS are as follows:(a) The maximum number of shares to be offered and allotted under the New ESOS shall not exceed 15%
of the issued and paid-up share capital of the Company at any point in time during the duration of the
ESOS.
(b) Any employee of the Group who meets the following criteria as at the Date of Offer shall be eligible to
participate in the New ESOS:i.
If he has attained the age of eighteen (18) years of age and is not an undischarged bankrupt;
ii.
(i)
If he has been employed for a continuous period of at least twelve (12) months in the Group
and his employment must have been confirmed on the Date of Offer; or
(ii)
If he is employed on a contractual basis for a continuous period of twelve (12) months in the
Group and his employment must have been confirmed on the Date of Offer;
iii.
If he fulfils any other criteria and/or falls within such category as may be set by the ESOS Committee
from time to time;
iv.
An employee who during the tenure of the New ESOS becomes an Eligible Person may be eligible
to a grant of an Option under the New ESOS which shall be decided by the ESOS Committee;
125
Any director of the Group who holds a directorship and/or management position, and/or is involved in the
day-to-day operations of any subsidiary within the Group and who meets the following criteria as at the
Date of Offer shall be eligible to participate in the New ESOS:i.
If he has attained the age of eighteen (18) years of age and is not an undischarged bankrupt;
ii.
If he has been appointed as a director of a subsidiary within the Group for a continuous period of at
least three (3) months; and
iii.
(d) No more than 50% of the total number of shares to be issued under the New ESOS shall be granted to
the director and senior management of the Group and no more than 10% of the number of shares to be
issued to any individual Eligible Person who, either singly or collectively through person connected with
him (as defined in the Listing Requirements), hold 20% or more of the issued and paid up share capital
of the Company;
(e) The Option price will be determined by the ESOS Committee, and which shall be the higher of the
following:-
(f)
i.
At a discount not more than 10% of the five (5) days weighted average market price of the Companys
share price as quoted on the Bursa Securities immediately preceding the Date of Offer; or
ii.
An offer shall be valid for a period of sixty (60) days from the date of offer or such longer period as may
be determined by the ESOS Committee on a case-by-case basis at its discretion. An offer shall be
accepted by an Eligible Employee within the offer period by written notice to the ESOS Committee
accompanied by a non-refundable sum of RM1/- as consideration. If the offer is not accepted in the
manner aforesaid, such offer shall automatically lapse upon the expiry of the offer period and become null
and void and be of no further force and effect.
(g) The new ordinary shares to be allotted upon any exercise of Options under the ESOS shall, upon
allotment and issue, rank pari passu in all respects with the then existing ordinary shares. However, the
new ordinary shares so issued shall not be entitled to any dividend or other distributions declared, made
or paid prior to the date of exercise of the Options.
(h) The ESOS shall be in force for a period of up to five (5) years commencing from the Effective Date. Upon
the expiry of the ESOS, all unexercised Options shall become null and void unless the ESOS is extended
for a further five (5) years upon recommendation of the ESOS Committee.
(i)
These Options may be exercised at any date during the Option Period not later than 6th June 2016 subject
to a maximum limit of 20% per year over the exercise period of five (5) years. Any such exercise of these
Options of more than 20% in a year shall subject to the review and approval by the ESOS Committee.
Options which are exercisable in a particular year but are not exercised may be carried forward to
subsequent years but not later than 6th June 2016. All unexercised Options shall be exercisable in the last
year of the Option Period. Any Options which remain unexercised at the expiry of the Option Period shall
be automatically terminated.
An Eligible Employee serving under an employment contract may exercise any remaining Options
exercisable in the year (the particular year of which his contract is expiring) within sixty (60) days before
the expiry of the employment contract if the remaining duration of the contract as at the date on which the
Options are granted is less than the Option Period.
126
2011
RM'000
Number of
options
over
ordinary
shares
000
RM'000
At 1st January
Granted
Exercised
11,852
(905)
11,852
(905)
16,135
(4,283)
16,135
(4,283)
At 31st December
10,947
10,947
11,852
11,852
The fair value of the share options granted under the new ESOS was estimated using Black-Scholes Options
Pricing Model, taking into account the terms and conditions upon which the options were granted. The fair
value of the share options measured at grant date and at the end of the reporting period, and the assumptions
used are as follows:-
At
grant date
0.180
At
31.12.2012
0.360
1.19
1.08
20
1
3.60
1.19
1.08
20
5
3.60
127
2011
RM'000
Company
2012
2011
RM'000
RM'000
8,097
5,609
104
83
10,274
9,236
367
18,371
(1,501)
14,845
(1,391)
471
(50)
83
(1)
16,870
13,454
421
82
7,245
4,793
85
82
9,625
8,661
336
16,870
13,454
421
82
Represented by:Current
- not later than one year
Non-current
- later than one year but not later
than five years
The Groups and the Companys hire purchase payables bear effective interest rates ranging from 2.40% to 12.32%
(2011: 4.25% to 11.10%) and 4.48% to 6.00% (2011: 4.25% to 5.75%) per annum respectively.
Current
- not later than one year (Note 26)
Company
2012
2011
RM'000
RM'000
2012
RM'000
2011
RM'000
20,185
5,739
900
8,526
6,805
15,342
16,349
17,957
2,982
40,217
27,744
60,402
33,483
900
Non-current
- later than one year but not later
than two years
- later than two years but not later
than five years
- more than five years
128
a fixed charge over the property, plant and equipment of the subsidiaries;
(ii)
(iii) deeds of assignment over the proceeds of the contracts awarded to the Group;
(iv) deeds of assignment over the power supply rental agreement with PT PLN (PERSERO);
(v)
Term loan at an effective interest rate of 7.85% per annum is repayable in 108 monthly instalments of
RM25,013/- effective from November 2005.
(ii)
Term loan at an effective interest rate of 8.10% per annum is repayable in 72 monthly instalments of RM4,000/effective from April 2007.
(iii) Term loan at an effective interest rate of 3.77% per annum is repayable in 34 monthly instalments of USD
Dollar 25,000/- effective from June 2011.
(iv) Term loan at an effective interest rate of 3.77% per annum is repayable in 36 monthly instalments of USD
Dollar 25,000/- effective from August 2011.
(v)
Term loan at an effective interest rate of 3.77% per annum is repayable in 24 monthly instalments of US Dollar
36,150/- effective for month 1 - 12, US Dollar 72,000/- for month 13 - 23 and final repayment of US Dollar
72,000/-.
(vi) Term loan at an effective interest rate of 6.00% per annum repayable in 84 monthly instalments of Brunei Dollar
73,041/- effective from October 2012.
(vii) Term loan at an effective interest rate of 7.10% per annum repayable in 144 monthly instalments of
RM124,047/- effective 1 months from the full disbursement of the term loan.
(viii) Term loan at an effective interest rate of 7.30% per annum repayable in 60 monthly instalments of RM71,795/effective from June 2011.
(ix) Term loan at an effective interest rate of 7.35% per annum repayable in 120 monthly instalments of RM20,224/effective from August 2011.
(x)
Term loan at an effective interest rate of 7.35% per annum repayable in 48 monthly instalments of RM240,000/effective 7 months from the full disbursement of the term loan.
(xi) Term loan at an effective interest rate of 5.05% per annum repayable via proceeds to be received from the
project.
129
Company
2012
2011
RM'000
RM'000
2012
RM'000
2011
RM'000
Cost:
- third parties
- related parties
Amortised cost
207,914
121,688
192,515
129
83,900
27,879
9,472
12,942
32
7,045
329,602
276,544
37,351
20,019
Other payables
- third parties
- a related party
72,897
109,641
40
4,490
3,868
18
72,897
3,357
1,679
10,420
109,681
2,085
894
13,254
4,490
974
3,886
1,230
88,353
125,914
5,464
5,116
417,955
402,458
42,815
25,135
Trade payables
Other payables
(a)
Trade payables
Trade payables are non-interest bearing and the normal credit terms granted to the Group and the Company
ranging from 30 to 90 days (2011: 30 to 90 days). Whereas, retention sums are payable upon the expiry of the
defect liability periods of the respective construction contracts. The defect liability periods of the construction
contracts are between 12 and 24 months.
130
Company
2012
2011
RM'000
RM'000
2012
RM'000
2011
RM'000
21,393
132,418
20,185
45,791
49,377
31,828
144,496
4,839
21,569
6,440
8,215
269,164
202,732
6,440
8,215
11,758
49,138
38,000
18,371
14,323
900
16,000
6,764
21,000
6,403
900
16,000
98,896
49,594
27,764
23,303
368,060
252,326
34,204
31,518
Secured
Bank overdrafts
Revolving credit
Term loans (Note 23)
Bridging loan
Trust receipt
Unsecured
Bank overdrafts
Bankers acceptance
Term loans (Note 23)
Revolving credit
The Groups and the Companys bank borrowings bear effective interest rates ranging from 2.97% to 9.10% (2011:
2.97% to 9.35%) and 4.79% to 7.60% (2011: 4.26% to 8.40%) per annum respectively.
The bank borrowings are secured by:(i)
Fixed charges over the property, plant and equipment and floating charges over the entire assets of certain
subsidiaries;
(ii)
(iii) Deeds of assignment over the proceeds of contracts awarded to the Group.
The unsecured bank borrowings of the Group are guaranteed by the Company.
27.
REVENUE
Group
Company
2012
2011
RM'000
RM'000
2012
RM'000
2011
RM'000
1,097,278
120,358
7,575
702
9,024
45,125
1,083,599
87,964
6,040
460
72,987
4,072
103,758
8,330
1,280,062
1,178,063
77,059
112,088
131
Company
2012
2011
RM'000
RM'000
2012
RM'000
2011
RM'000
1,047,013
112,023
2,733
1,007,064
80,669
2,274
66,281
100,151
43,572
6,450
1,211,791
1,090,007
66,281
100,151
132
Company
2012
2011
RM'000
RM'000
2012
RM'000
2011
RM'000
368
9,266
368
49
250
306
54
10,783
223
51
10,376
70
30
571
40
45
537
492
600
488
501
492
488
3,277
1,153
3,825
1,069
1,453
1,715
226
16,920
1,013
47
15,103
876
4
2,830
11
2,518
18
197
46
26
25
29
207
25
940
394
8,003
184
51
365
4,479
678
6
11
491
94
1,885
Company
2012
2011
RM'000
RM'000
2012
RM'000
2011
RM'000
1,420
2,394
48,489
5,069
891
4,888
42,795
4,464
1,680
4,457
4,239
509
115
228
4,447
550
458
262
481
58
1,925
4,556
7,418
1,099
1,858
967
50
50
1,872
110
49
26
50
608
78
95
404
8
1,033
32
542
824
88
951
230
617
16
617
334
941
51
133
30. TAXATION
Group
2012
RM'000
2011
RM'000
Company
2012
2011
RM'000
RM'000
Income tax
- current year
- Malaysian income tax
- Foreign income tax
- prior year
- Malaysian income tax
- Foreign income tax
(10,412)
(162)
(9,954)
(569)
(766)
(7,624)
230
(275)
(10,143)
(17,917)
(1,041)
(1,060)
(416)
(861)
(313)
(261)
(427)
(416)
(1,174)
(261)
(427)
(10,559)
(19,091)
(1,302)
(1,487)
431
(1,060)
Domestic income tax is calculated at the Malaysian statutory tax rate of 25% (2011: 25%) of the estimated taxable
profit for the fiscal year.
Taxation for other jurisdiction is calculated at the rates prevailing in the respective jurisdiction.
A reconciliation of income tax expense applicable to profit before taxation at the statutory income tax rate to income
tax expense at the effective income tax rate of the Group and of the Company are as follows:Group
2011
RM'000
16,404
25,849
(4,101)
(6,462)
(689)
(1,481)
1,373
(5,363)
(4,227)
1,063
(5,907)
(1,512)
968
(1,306)
707
(784)
1,192
242
(7,707)
(275)
(19,091)
(1,302)
134
Company
2012
2011
RM'000
RM'000
2012
RM'000
657
671
431
(10,559)
2,755
5,923
71
(1,487)
2011
RM'000
5,845
6,758
5,110
5,997
121,883
1,575
570
107,036
1,192
2,773
124,028
111,001
4.12
5.40
1,601
1,861
1,620
1,861
3,221
At the forthcoming Annual General Meeting, a first and final dividend of 2% per ordinary share less 25% tax
amounting to approximately RM1.92 million in respect of the current financial year will be proposed for shareholders
approval.
The financial statements for the current financial year do not reflect this proposed dividend. Such dividend, if
approved by the shareholders, will be accounted for as a liability in the financial year ending 31st December 2013.
135
3,076
(2,831)
245
3,076
(2,831)
245
(90)
(155)
(180)
(180)
The acquired subsidiary has contributed the following results to the Group:2011
RM'000
Revenue
Profit after taxation
136
(30)
The Group disposed of its 21% equity interests in BP Energy Sdn. Bhd. (BPESB) on 12th January 2012 for
a total cash consideration of RM21/-.
The disposal had the following effects on the financial position of the Group as at the end of the financial year:2012
RM'000
(ii)
Office equipment
Trade and other receivables
Cash and bank balances
Trade and other payables
4
5
4
(84)
(70)
(70)
(70)
(4)
(4)
On 5th April 2012, the Group disposed of its 40% equity interest in Aksi Bina Puri Sdn. Bhd. (ABPSB) to its
non-controlling interests for a total cash consideration of RM200,000/-. As a result of this disposal, the Group
retains equity interest of 60% in ABPSB. On the date of disposal, the carrying value of the interest disposed
was RM181,420/-. The difference between the consideration and the book value of interest disposed of
RM18,580/- is reflected in equity as premium received on disposal of non-controlling interest.
137
1,613
(128)
(468)
1,017
(203)
814
(2,672)
(1,858)
2,672
2,672
2,672
(iv) Total net cash inflow arising from the disposals in Note 34(i), 34(ii) and 34(iii) is RM2,868,000/-.
138
Company
2012
2011
RM'000
RM'000
2012
RM'000
2011
RM'000
18,811
49,573
739
99
(8,083)
(374)
(9,811)
(21,077)
(460)
10,354
18,685
279
99
Executive directors
Fees
Non-fee emoluments
Non-executive directors
Fees
Non-fee emoluments
Benefit-in-kind
Company
2012
2011
RM'000
RM'000
2012
RM'000
2011
RM'000
48
2,999
48
3,544
48
1,453
48
1,715
444
216
440
234
444
440
3,707
4,266
1,945
2,203
62
47
(b) The number of directors of the Group and of the Company whose total remuneration during the financial year
fall within the following bands is analysed below:Group
Company
2012
2011
RM'000
RM'000
2012
RM'000
2011
RM'000
1
1
1
1
2
1
3
2
3
1
1
1
3
1
1
3
1
Executive directors
Below RM50,000
RM350,001 - RM400,000
RM400,001 - RM450,000
RM600,001 - RM650,000
RM700,001 - RM750,00
RM950,001 - RM1,000,000
RM1,050,001 - RM1,100,000
RM1,250,001 - RM1,300,000
Non-executive directors
Below RM50,000
RM50,001 - RM100,000
RM200,001 - RM250,000
RM250,001 - RM300,000
139
37.
SEGMENT REPORTING
The information reported to the Group Executive Committee, as the Groups chief operating decision maker, in
making decisions to allocate resources to segments and to assess their performance is based on the nature of the
industry (business segments) and operational location (geographical segments) of the Group.
Measurement of reportable segments
Segment information is prepared in conformity with the accounting policies adopted for preparing and presenting the
consolidated financial statements.
Transactions between reportable segments are measured on the basis that is similar to those external customers.
Segment statements of comprehensive income are profit earned or loss incurred by each segment without allocation
of central administrative costs, non-operating investment revenue, finance costs and income tax expense. There are
no significant changes from previous financial year in the measurement methods used to determine reported
segment statements of comprehensive income.
All the Groups assets are allocated to reportable segments other than assets used centrally for the Group, current
and deferred tax assets. Jointly used assets are allocated on the basis of the revenues earned by individual
segments.
All the Groups liabilities are allocated to reportable segments other than liabilities incurred centrally for the Group,
current and deferred tax liabilities. Jointly incurred liabilities are allocated in proportion to the segment assets.
Business Segments
For management purposes, the Group is organised into business units based on their products and services
provided. The Group is organised into five (5) main business segments as follows:(i)
(ii)
(iii) Quarry and readymix concrete segment involved in quarry operation and production of readymix concrete;
(iv) Polyol manufacturing segment involved in the manufacturing of polyol; and
(v)
Geographical information
The Groups five (5) major business segments are operating in two (2) principal geographical areas, namely
Malaysia and other Asian countries. The other Asian countries include Brunei, Hong Kong, Indonesia, Thailand,
Vietnam, Abu Dhabi, Pakistan, Cambodia and India.
140
6,293
11,641
Capital expenditures
11,844
Taxation
(812)
(1,420)
(4,990)
3,877
1,105
877
34
38
129
2,910
(82)
679
54,149
1,157,525
15,426
54,149
1,097,980
59,545
Construction
RM'000
Property
Development
RM'000
Investment income
Share of results in associates
Share of results in a jointly
controlled entity
Finance costs
Results
Segment results
Adjustments and eliminations
Consolidated revenue
Revenue
External customer
Inter-segment revenue
2012
(512)
1,807
1,455
1,650
(601)
894
1,357
98,381
97,513
868
Quarry and
Readymix
Concrete
RM'000
141
130
465
549
(150)
699
22,845
22,845
Polyol
RM'000
480
1,448
5,452
2,707
(258)
2,965
7,575
7,575
Power
Supply
RM'000
45
16
16
Others
RM'000
15,672
10,783
18,811
5,845
(10,559)
16,404
(1,420)
(6,811)
20,746
2,948
941
21,142
(396)
1,280,062
(60,413)
1,340,475
1,280,062
60,413
Group
RM'000
141
37.
142
847,177
Total assets
394,975
315,009
1,546
11,278
722,808
Segment liabilities
Borrowings
Deferred tax liabilities
Tax payable
Total liabilities
Liabilities
807,062
2,801
37,309
Segment assets
Investment in associates
Other investments
Goodwill
Deferred tax assets
Tax recoverable
Assets
2012
Construction
RM'000
210,084
119,133
90,906
45
228,492
228,456
36
Property
Development
RM'000
40,826
31,823
8,180
751
72
58,027
54,914
2,247
866
Quarry and
Readymix
Concrete
RM'000
5,533
1,822
3,711
8,646
7,992
654
Polyol
RM'000
28,540
20,815
7,341
384
32,465
31,239
350
876
Power
Supply
RM'000
33,703
33,703
533
512
21
Others
RM'000
(168,710)
(168,710)
(153,154)
(153,280)
126
Elimination
RM'000
872,784
433,561
425,147
2,681
11,395
1,022,186
976,895
5,174
37,309
350
654
1,804
Group
RM'000
37.
Capital expenditures
24,743
7,614
30,122
23,560
Taxation
(116)
(2,394)
(4,105)
66
26
398
(759)
43
2,279
(463)
(686)
1,085,361
28,243
1,084,059
1,302
Construction
RM'000
Property
Development
RM'000
Investment income
Share of results in associates
Share of results in a jointly
controlled entity
Finance costs
Results
Segment results
Adjustments and eliminations
Consolidated revenue
Revenue
External customer
Inter-segment revenue
2011
(666)
1,425
10,264
2,238
(498)
514
2,222
99,028
72,786
26,242
Quarry and
Readymix
Concrete
RM'000
444
146
101
(905)
(141)
(764)
15,178
15,178
Polyol
RM'000
122
1,164
8,688
2,374
(178)
2,544
6,040
6,040
Power
Supply
RM'000
41
192
192
Others
RM'000
24,750
10,376
49,573
6,758
(19,091)
25,849
(2,394)
(5,038)
2,330
51
30,900
31,751
(851)
1,178,063
(27,544)
1,205,607
1,178,063
27,544
Group
RM'000
143
37.
144
401,567
265,992
1,583
14,138
683,280
Total liabilities
58,193
48,381
9,762
50
75,133
37,649
336
808,699
75,133
Property
Development
RM'000
768,687
2,027
Segment liabilities
Borrowings
Deferred tax liabilities
Tax payable
Liabilities
Total assets
Segment assets
Investment in associates
Investment in a jointly
controlled entity
Other investments
Goodwill
Deferred tax assets
Tax recoverable
Assets
2011
Construction
RM'000
42,050
31,853
9,423
712
62
57,783
358
55,732
1,693
Quarry and
Readymix
Concrete
RM'000
3,861
1,268
2,593
6,424
654
5,770
Polyol
RM'000
19,830
14,305
5,754
(229)
22,138
350
24
21,764
Power
Supply
RM'000
33,693
33,682
11
569
569
Others
RM'000
(97,106)
(97,106)
(84,534)
(375)
(84,156)
(3)
Elimination
RM'000
743,801
433,950
293,524
2,295
14,032
886,212
37,274
350
678
694
843,499
3,717
Group
RM'000
37.
Malaysia
RM'000
Other
Asian
Countries
RM'000
Consolidated
RM'000
1,155,975
871,167
717,562
124,087
151,019
155,222
1,280,062
1,022,186
872,784
2011
Revenue from external customers
Segment assets
Segment liabilities
1,005,896
754,458
612,251
172,167
131,754
131,550
1,178,063
886,212
743,801
2012
145
Transactions with:Subsidiaries
Consultancy fee
Dividend income
Management fees
Project commission
Rental income
Secretarial fee
Security and safety fee
Associates
Construction services
Purchases of quarry product
Management fees
Secretarial fee
A company in which a
director of the Company
has interests in
Project management fee
Legal fee
Purchase of:- air tickets
- diesel
A corporate shareholder
of a subsidiary
Sales of quarry product
2012
RM'000
2011
RM'000
Company
2012
2011
RM'000
RM'000
4,075
3,370
5,439
537
36
(216)
(240)
5,493
7,870
1,398
527
36
(216)
132
5
100
7
5,492
(22,140)
180
5
3,625
(18,238)
100
7
(280)
(74)
(60)
(280)
(60)
(896)
(332)
(936)
(795)
(419)
(473)
(170)
Significant outstanding balances with related parties at the end of the reporting period are as disclosed in Note
15, Note 16, Note 17, Note 24 and Note 25 to the financial statements.
(c) Key management personnel remuneration
The remuneration of the key management personnel during the financial year is as follows:Group
146
Company
2012
2011
RM'000
RM'000
2012
RM'000
2011
RM'000
8,131
776
302
8,854
822
721
2,756
266
16
2,779
285
325
9,209
10,397
3,038
3,389
Directors' remuneration:
- directors of the Company
(Note 36)
- directors of the subsidiaries
Company
2012
2011
RM'000
RM'000
2012
RM'000
2011
RM'000
3,769
1,753
4,313
1,570
1,945
2,203
5,522
5,883
1,945
2,203
2012
RM'000
2011
RM'000
5,368
31,000
1,723
36,368
1,723
Company
2012
2011
RM'000
RM'000
2012
RM'000
2011
RM'000
24,156
1,040,000
34,339
985,830
733,800
24,156
1,040,000
575,908
34,339
985,830
3,660
11,385
12,235
7,469
147
Kuala Lumpur High Court Suit No.: S4-22-1076-2005 Ho Hup Construction Company Berhad (Ho Hup)
v. KM Quarry Sdn. Bhd. (KM Quarry)
Ho Hup was claiming, inter alia, for RM3,433,336/- for incomplete, inaccurate joint measurement and
overvaluation amounting to RM2,439,294/- in respect of works carried out by KM Quarry. KM Quarrys
counter claimed, inter alia, for the following outstanding balance of RM3,774,875/- in respect of works
carried out by KM Quarry.
On 29th March 2011, the Court gave Judgement in favour of KM Quarry for RM3,609,655/- together with
interest at 8% per annum from 25th November 2005 till date of full realisation plus costs and also ordered
that costs for the independent referee of RM233,455/- be borne by Ho Hup.
On 7th July 2011, Ho Hup and KM Quarry had entered into a Settlement Agreement for a settlement sum
of RM4 million (Settlement Sum) payable via the issuance of Redeemable Convertible Preference
Shares by Ho Hup to KM Quarry on or before 31st December 2011 with a grace period of one month
therefrom. The Settlement Sum is additionally guaranteed by a third party (said Guarantee). Ho Hup and
the said third party have defaulted under the Settlement Agreement and the said Guarantee respectively.
At the said third partys request, KM Quarry has agreed to grant the said third party indulgence to pay the
entire settlement sum by 31st May 2012 without prejudice to KM Quarrys rights to enforce the Judgement
and the said Guarantee against Ho Hup and the said third party respectively.
KM Quarry has received the total sum of RM4,259,726/- in full and has agreed to discharge the guarantor
accordingly.
(ii)
EP Engineering Sdn. Bhd. (EP) v. Bina Puri Sdn. Bhd. (BPSB) & Kris Heavy Engineering &
Construction Sdn. Bhd. (KH)
EP is claiming for an amount of RM16,834,453/- together with interest thereon for lost and damages
suffered by reason of KHs wrongful repudiation of a subcontract which was awarded by KH to EP. BPSB
denies the claim on the ground that there is no contract in existence between EP and BPSB.
The arbitration continued hearing was held from 30th November until 2nd December 2011 and concluded
that the arbitrator shall be giving direction for submission by 7th May 2012.
EP has closed its case in the Arbitration proceeding. On 30th January 2013, the Arbitrator directed EP to
file its written submission by 15th February 2013. On 8th February 2013, EP has further applied for an
extension of time to file its written submission by 15th March 2013. BPSB have yet to receive any direction
from the Arbitrator. On 9th April 2013, BPSB has been informed that the second respondent has been
directed by the Arbitrator to submit their counterclaim by 15th August 2013.
(iii) ANC Holdings Pte Ltd (ANC) v Bina Puri Holdings Bhd. (the Company)
ANC is claiming for an amount of SGD4,632,274/- together with interest thereon for commission in the
procurement of two (2) projects known as the 359 units at Al Amlaj in Tabuk and the 308 units at Al
Dawandmy, both in the Kingdom of Saudi Arabia (the Projects). The Company denies that the award had
resulted from ANCs assistance to the Company and emphasised that the Company had secured the
Projects through its own efforts.
On 9th January 2012, the Assistant Registrar gave Judgement in favour of the Company for ANC to furnish
further and better particulars of the Statement of Claim limited to particulars of the time, effort and money
devoted by ANC by30th January 2012 together with SGD900/- as costs and disbursements. ANC had in
turn filed an appeal on 18th January 2012 against the decision on the grounds that the Company is not
entitled to the particulars orders and request for said particulars to be dismissed. ANC indicates their
intention to withdraw the appeal on the Pre-Trial Conference on 24th February 2012. On 30th March2012,
the Court has directed the parties to file and exchange the affidavit of evidence in chief of witnesses by
18th May 2012.
148
Credit Risk
The Groups and the Companys exposure to credit risk, or the risk of counterparties defaulting, arises
mainly from trade and other receivables and amount owing by associates. The Group and the Company
manage their exposure to credit risk by the application of credit approvals, credit limits and monitoring
procedures on an on-going basis. For other financial assets (including other investments, fixed deposits
placed with licensed banks and cash and bank balances), the Group and the Company minimise credit
risk by dealing exclusively with high credit rating counterparties.
The Group and the Company established an allowance account for impairment that represents its
estimate of incurred losses in respect of the financial assets as appropriate. The main components of this
allowance are a specific loss component that relates to individually significant exposures, and a collective
loss component established for groups of similar assets in respect of losses that have been incurred but
not yet identified. Impairment is estimated by management based on prior experience and the current
economic environment.
Exposure to credit risk
At the end of the reporting period, the Groups and the Companys maximum exposure to credit risk is
represented by:(i)
The carrying amounts of each class of financial assets recognised in the statements of financial
position as disclosed in Note 10, Note 15, Note 16, Note 17, Note 18 and Note 19 to the financial
statements, and
(ii)
The nominal amount of guarantees provided by the Group and the Company to banks on
subsidiaries and associates credit facilities as disclosed in Note 40(a) to the financial statements.
149
Brunei Darussalam
Pakistan
Indonesia
Malaysia
Company
2012
2011
RM'000
RM'000
2012
RM'000
2011
RM'000
68,015
782
280,920
60,333
3,861
694
284,116
70,706
42,890
349,717
349,004
70,706
42,890
150
Group
2012
Financial liabilities
Trade and other payables
Amount owing to
associates
Amount owing to a
jointly controlled entity
Hire purchase payables
Term loans
Bank borrowings
2011
Financial liabilities
Trade and other payables
Amount owing to
associates
Amount owing to a
jointly controlled entity
Hire purchase payables
Term loans
Bank borrowings
Company
2012
Financial liabilities
Trade and other payables
Amount owing to
subsidiaries
Amount owing to
associates
Amount owing to a
jointly controlled entity
Bank borrowings
Carrying
Amount
RM'000
Contractual On demand
Undiscounted
Within
Cash Flows
1 Year
RM'000
RM'000
One
to five
Years
RM'000
Over
five
Years
RM'000
417,955
427,396
371,561
55,835
8,868
8,868
8,868
31
16,870
60,402
347,875
31
18,371
39,298
347,875
31
8,097
7,237
347,875
10,274
28,937
3,124
852,001
841,839
743,669
95,046
3,124
402,458
411,200
355,383
54,561
1,256
7,638
7,638
7,638
12
13,454
33,483
246,587
12
14,845
39,298
246,587
12
5,609
7,237
246,587
9,236
28,937
3,124
703,632
719,580
622,466
92,734
4,380
Contractual On demand
Undiscounted
Within
Cash Flows
1 Year
RM'000
RM'000
One
to five
Years
RM'000
Over
five
Years
RM'000
Carrying
Amount
RM'000
42,815
43,498
38,071
5,427
23,804
23,804
23,804
31
34,204
31
34,204
31
34,204
100,860
101,543
96,116
5 ,427
151
Company
2011
Financial liabilities
Trade and other payables
Amount owing to
subsidiaries
Amount owing to
associates
Amount owing to a
jointly controlled entity
Hire purchase payables
Term loans
Bank borrowings
Carrying
Amount
RM'000
Contractual On demand
Undiscounted
Within
Cash Flows
1 Year
RM'000
RM'000
One
to five
Years
RM'000
Over
five
Years
RM'000
25,135
25,740
21,343
4,397
18,061
18,061
18,061
26
26
26
12
82
900
30,618
12
83
932
30,618
12
83
932
30,618
74,834
75,472
71,075
4,397
152
Group
2012
Financial asset
Fixed deposits with
licensed banks
Effective
Interest
Rate
%
Within
1 Year
RM'000
1-5
Years
RM'000
>5
Years
RM'000
Total
RM'000
0.50 5.25
15,945
15,945
2.40 12.32
3.60 - 7.85
2.97 - 9.10
7,245
20,185
347,875
9,625
23,868
16,349
16,870
60,402
347,875
2011
Financial asset
Fixed deposits with
licensed banks
1.00 5.25
23,220
23,220
Financial liabilities
Hire purchase payables
Term loans
Bank borrowings
4.26 8.50
3.60 8.40
2.97 9.35
4,793
5,739
246,587
8,661
24,762
2,982
13,454
33,483
246,587
2012
Financial asset
Fixed deposits with
licensed banks
2.00 - 3.00
50
50
Financial liabilities
Hire purchase payables
Bank borrowings
4.48 - 6.00
4.79 - 7.60
85
34,204
336
421
34,204
2011
Financial asset
Fixed deposits with
licensed banks
2.00 - 3.00
52
52
Financial liabilities
Hire purchase payables
Term loans
Bank borrowings
4.26 - 5.75
8.40
4.80 - 8.40
82
900
30,618
82
900
30,618
Financial liabilities
Hire purchase payables
Term loans
Bank borrowings
Company
153
Group
2012
Financial assets
Quoted and
unquoted shares
Trade and other
receivables *
Amount owing by
associates
Fixed deposits
placed with
licensed banks
Cash and bank
balances
Brunei
Dollar
RM'000
Pakistani
Rupee
RM'000
Indo.
Rupiah
RM'000
US
Dollar
RM'000
Other
Currency
RM'000
Ringgit
Malaysia
RM'000
Total
RM'000
36,887
36,887
68,526
1,043
2,943
384,854
457,367
28,265
28,265
1,275
74
14,596
15,945
3,551
14
1,819
25
65,902
71,311
73,352
1,057
4,836
26
530,504
609,775
* exclude prepayments
154
Group
Trade and other
payables
Amount owing to
associates
Amount owing
to a jointly
controlled entity
Hire purchase
payables
Term loans
Bank borrowings
Group
2011
Financial assets
Quoted and
unquoted shares
Trade and other
receivables *
Amount owing by
associates
Fixed deposits
placed with
licensed banks
Cash and bank
balances
Brunei
Dollar
RM'000
Pakistani
Rupee
RM'000
Indo.
Rupiah
RM'000
US
Dollar
RM'000
Other
Currency
RM'000
Ringgit
Malaysia
RM'000
Total
RM'000
50,172
3,087
1,676
58
362,962
417,955
8,868
8,868
31
31
171
15,463
27,322
731
5,998
612
15,968
38,941
319,941
16,870
60,402
347,875
93,128
3,087
2,407
6,610
58
746,711
852,001
Brunei
Dollar
RM'000
Pakistani
Rupee
RM'000
Indo.
Rupiah
RM'000
US
Dollar
RM'000
Other
Currency
RM'000
Ringgit
Malaysia
RM'000
Total
RM'000
36,852
36,852
60,893
5,250
695
15
323,776
390,629
23,817
23,817
2,482
260
46
20,432
23,220
3,824
61
419
77
49,408
53,789
67,199
5,311
1,374
138
454,285
528,307
* exclude prepayments
155
Group
Brunei
Dollar
RM'000
2011
Financial liabilities
Trade and other
payables
65,654
Amount owing to
associates
Amount owing to a
jointly controlled
entity
Hire purchase
payables
282
Term loans
15,424
Bank borrowings
13,587
94,947
Pakistani
Rupee
RM'000
Other
Currency
RM'000
Ringgit
Malaysia
RM'000
Total
RM'000
581
107
332,893
402,458
7,638
7,638
12
12
523
4,596
634
12,649
13,463
232,366
13,454
33,483
246,587
3,223
1,104
5,230
107
599,021
703,632
2012
Financial assets
Quoted and unquoted shares
Trade and other receivables *
Amount owing by subsidiaries
Amount owing by associates
Fixed deposits placed with licensed banks
Cash and bank balances
156
US
Dollar
RM'000
3,223
Company
* exclude prepayment
Indo.
Rupiah
RM'000
United
Arab
Emirates
Dirham
RM'000
Ringgit
Malaysia
RM'000
Total
RM'000
44
1
36,377
24,238
72,206
28,021
6
2,237
36,377
24,238
72,206
28,021
50
2,238
45
163,085
163,130
Company
2012
Financial liabilities
Trade and other payables
Amount owing to subsidiaries
Amount owing to associates
Amount owing to a jointly controlled entity
Hire purchase payables
Bank borrowings
2011
Financial assets
Quoted and unquoted shares
Trade and other receivables *
Amount owing by subsidiaries
Amount owing by associates
Fixed deposits placed with licensed banks
Cash and bank balances
Financial liabilities
Trade and other payables
Amount owing to subsidiaries
Amount owing to associates
Amount owing to a jointly controlled entity
Hire purchase payables
Term loans
Bank borrowings
United
Arab
Emirates
Dirham
RM'000
Ringgit
Malaysia
RM'000
Total
RM'000
42,815
23,804
6
31
421
34,204
42,815
23,804
6
31
421
34,204
101,281
101,281
46
51
36,717
21,747
31,560
23,764
6
793
36,717
21,747
31,560
23,764
52
844
97
114,587
114,684
81
25,054
18,061
26
12
82
900
30,618
25,135
18,061
26
12
82
900
30,618
81
74,753
74,834
* exclude prepayment
The directors believe that the impact of foreign exchange fluctuation will not significantly affect the
profitability of the Group and of the Company. As such, sensitivity analysis is not presented.
157
Group
2012
Financial assets
Quoted and unquoted shares
Trade and other receivables *
Amount owing by associates
Fixed deposits placed
with licensed banks
Cash and bank balances
Total carrying amount
Financial liabilities
Trade and other payables
Amount owing to associates
Amount owing to a
jointly controlled entity
Hire purchase payables
Term loans
Bank borrowings
Total carrying amount
* exclude prepayment
158
Available
for sales
RM'000
Financial
liabiilities at
amortised
cost
RM'000
Total
RM'000
457,367
28,265
36,887
36,887
457,367
28,265
15,945
71,311
15,945
71,311
572,888
36,887
609,775
417,955
8 ,868
417,955
8,868
31
16,870
60,402
347,875
31
16,870
60,402
347,875
852,001
852,001
Loans
and
receivables
RM'000
Group
2011
Financial assets
Quoted and unquoted shares
Trade and other receivables *
Amount owing by associates
Fixed deposits placed
with licensed banks
Cash and bank
balances
Total carrying amount
Financial liabilities
Trade and other payables
Amount owing to associates
Amount owing to a jointly
controlled entity
Hire purchase payables
Term loans
Bank borrowings
Total carrying amount
Available
for sales
RM'000
Financial
liabiilities at
amortised
cost
RM'000
Total
RM'000
390,629
23,817
36,852
36,852
390,629
23,817
23,220
23,220
53,789
53,789
491,455
36,852
528,307
402,458
7,638
402,458
7,638
12
13,454
33,483
246,587
12
13,454
33,483
246,587
703,632
703,632
24,238
72,206
28,021
36,377
36,377
24,238
72,206
28,021
50
2,238
50
2,238
126,753
36,377
163,130
Loans
and
receivables
RM'000
Company
2012
Financial assets
Quoted and unquoted shares
Trade and other receivables *
Amount owing by subsidiaries
Amount owing by associates
Fixed deposits placed with
licensed banks
Cash and bank balances
Total carrying amount
* exclude prepayment
159
Company
2012
Financial liabilities
Trade and other payables
Amount owing to subsidiaries
Amount owing to associates
Amount owing to a jointly
controlled entity
Hire purchase payables
Bank borrowings
Total carrying amount
2011
Financial assets
Quoted and unquoted shares
Trade and other receivables *
Amount owing by subsidiaries
Amount owing by associates
Fixed deposits placed with
licensed banks
Cash and bank balances
Total carrying amount
Financial liabilities
Trade and other payables
Amount owing to subsidiaries
Amount owing to associates
Amount owing to a jointly
controlled entity
Hire purchase payables
Term loans
Bank borrowings
Total carrying amount
* exclude prepayment
160
Available
for sales
RM'000
Financial
liabiilities at
amortised
cost
RM'000
Total
RM'000
42,815
23,804
6
42,815
23,804
6
31
421
34,204
31
421
34,204
101,281
101,281
21,747
31,560
23,764
36,717
36,717
21,747
31,560
23,764
52
844
52
844
77,967
36,717
114,684
25,135
18,061
26
25,135
18,061
26
12
82
900
30,618
12
82
900
30,618
74,834
74,834
Loans
and
receivables
RM'000
Level 3: Inputs for the asset or liability that is not based on observable market data (unobservable
inputs).
As at the end of the reporting period, the analysis of the fair value hierarchy of the Group is as follows:-
Financial Assets
Level 1
RM'000
Level 2
RM'000
Level 3
RM'000
Total
RM'000
Group
Other investment
- quoted shares
72
72
2011
Financial Assets
Carrying
value
RM'000
Fair
value
RM'000
Carrying
value
RM'000
Fair
value
RM'000
Group
Other investments
- unquoted shares
36,815
36,780
Company
Other investments
- unquoted shares
36,377
36,717
The fair value cannot be reliably measured using valuation techniques due to the lack of marketability of
the shares.
The following summarises the methods used to determine the fair values of the financial instruments:(i)
The financial assets and financial liabilities maturing within the next twelve (12) months approximated
their fair values due to the relatively short-term maturity of the financial instruments.
(ii)
The fair value of quoted investments is estimated based on their quoted market prices as at the end of
the reporting period.
(iii) The carrying amounts of the term loans approximated their fair values as they are floating rate
instruments which are re-priced to market interest rates.
161
Company
2012
2011
RM'000
RM'000
2012
RM'000
2011
RM'000
16,870
60,402
347,875
13,454
33,483
246,587
421
34,204
82
900
30,618
425,147
293,524
34,625
31,600
Less:
Fixed deposits with licensed banks
Cash and bank balances
(15,945)
(71,311)
(23,220)
(53,789)
(50)
(2,238)
Net debt
337,891
216,515
32,337
30,704
149,402
142,411
158,257
155,137
2.26
1.52
0.20
0.20
Borrowings
Hire purchase payables
Term loans
Bank borrowings
Total equity
Debt-to-equity ratio
(52)
(844)
The Group is also required to comply with the disclosure and necessary capital requirements as prescribed in the
Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
162
Supplementary Information
on The Disclosure of Realised and Unrealised Profits or Losses
On 25th March 2010, Bursa Malaysia Securities Berhad (Bursa Malaysia) issued a directive to all listed issuers
pursuant to Paragraphs 2.06 and 2.23 of Bursa Malaysia Main Market Listing Requirements. The directive requires all
listed issuers to disclose the breakdown of the retained profits or accumulated losses as at the end of the reporting
period, into realised and unrealised profits or losses.
On 20th December 2010, Bursa Malaysia further issued guidance on the disclosure and the format required.
Pursuant to the directive, the amounts of realised and unrealised profits or losses included in the retained profits or
losses of the Group and the Company as at 31st December are as follows:Group
2012
RM'000
Total (accumulated losses)/
retained profits:- realised
- unrealised
2011
RM'000
Company
2012
2011
RM'000
RM'000
(3,369)
(2,399)
(8,246)
(1,794)
27,996
(734)
28,047
(377)
(5,768)
(10,040)
27,262
27,670
93
(324)
93
(324)
(3,424)
(2,003)
(3,424)
(2,003)
(9,099)
(12,367)
27,262
27,670
At 31st December
The determination of realised and unrealised profits or losses is based on the Guidance of Special Matter No. 1,
Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia
Securities Berhad Listing Requirements, issued by Malaysian Institute of Accountants on 20th December 2010.
The disclosure of realised and unrealised profits or losses above is solely for complying with the disclosure requirements
stipulated in the directive of Bursa Malaysia and should not be applied for any other purposes.
163
Statement By Directors
We, TAN SRI DATUK TEE HOCK SENG, JP and MATTHEW TEE KAI WOON , being two of the directors of BINA PURI
HOLDINGS BHD., state that, in the opinion of the directors, the financial statements set out on pages 61 to 162 are drawn
up in accordance with the Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true
and fair view of the financial position of the Group and of the Company as at 31st December 2012 and of their financial
performance and cash flows for the financial year then ended.
The supplementary information set out on page 163 have been prepared in accordance with the Guidance of Special
Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa
Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants.
.......................................................................
TAN SRI DATUK TEE HOCK SENG, JP
Director
............................................................................................
Kuala Lumpur
Date: 29th April 2013
Statutory Declaration
I, MATTHEW TEE KAI WOON, being the director primarily responsible for the financial management of BINA PURI
HOLDINGS BHD., do solemnly and sincerely declare that to the best of my knowledge and belief, the financial
statements set out on pages 61 to 162 and the supplementary information set out on page 163 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, l960.
Before me
Commissioner for Oaths
ARSHAD ABDULLAH
NO. W 550
164
165
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Companys
financial statements are in a form and content appropriate and proper for the purposes of the preparation of the
financial statements of the Group and we have received satisfactory information and explanations required by us
forthose purposes.
(d) Other than the subsidiary without the auditors report as indicated in Note 4 to the financial statements, the auditors
reports on the financial statements of the remaining subsidiaries did not contain any qualification or any adverse
comment made under Section 174(3) of the Companies Act, 1965 in Malaysia.
Other Reporting Responsibilities
The supplementary information set out on page 163 is disclosed to meet the requirement of Bursa Malaysia Securities
Berhad and is not part of the financial statements. The directors are responsible for the preparation of the supplementary
information in accordance with the Guidance on Special Matter No.1, Determination of Realised and Unrealised Profits
or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by
the Malaysian Institute of Accountants (MIA Guidance) and the directive of Bursa Malaysia Securities Berhad. In our
opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and
the directive of Bursa Malaysia Securities Berhad.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies
Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the contents of
this report.
Kuala Lumpur
166
Heng Ji Keng
No. 578/05/14 (J/PH)
Chartered Accountant
Analysis of Shareholdings
as at 17 May 2013
Authorised Capital
Issued and Paid-up Capital
Class of Shares
:
:
:
RM500,000,000.00
RM128,115,550.00
Ordinary shares of RM1.00 each
Substantial Shareholders
(As per Register of Substantial Shareholders)
Jentera Jati Sdn. Bhd.
Tan Sri Datuk Tee Hock Seng, JP
Dr. Tony Tan Cheng Kiat
Bumimaju Mawar Sdn. Bhd.
#
*
No. Of
Shares
% Of
Shares
20,388,000
15.91
15,769,778#
12.31
9,368,902*
7.31
8,078,000
6.31
includes shares held through nominee company and 340,000 shares held through nominee company for Tee Hock
Seng Holdings Sdn. Bhd. and 60,000 shares held through Tee Hock Seng Holdings Sdn. Bhd.
includes beneficial interest held through nominee company.
Directors' Interest
(As per Register of Directors' Shareholdings)
Direct
Interest
Name of Directors
Tan Sri Datuk Tee Hock Seng, JP
Dr. Tony Tan Cheng Kiat
Datuk Henry Tee Hock Hin
Tay Hock Lee
Matthew Tee Kai Woon
Tan Kwe Hee
We Her Ching (Alternate Director to Datuk Henry Tee Hock Hin)
#
*
15,369,778*
9,368,902*
5,594,668
1,807,707
1,429,625
121,000
104,900
Indirect
Interest
12.00
7.31
4.37
1.41
1.12
0.09
0.08
400,000#
0.31
indirect holding-340,000 shares held through nominee company for Tee Hock Seng Holdings Sdn. Bhd. and
60,000 shares held through Tee Hock Seng Holdings Sdn. Bhd.
includes beneficial interest held through nominee company.
Distribution of Shareholdings
(As per Record of Depositors)
Range of Shareholdings
Less than 100
100 - 1,000
1,001 - 10,000
10,001 - 100,000
100,001 to less than 5% of issued shares
5% and above of issued shares
Total
No. of
Shareholders
% of
Shareholders
No. of
Shares
% of
Shares
9
567
1,767
694
77
4
3,118
0.29
18.18
56.67
22.26
2.47
0.13
100
376
514,124
8,979,925
19,925,277
46,458,168
52,237,680
128,115,550
0
0.40
7.01
15.55
36.26
40.77
100
167
168
No. of Shares
% of Shares
1.
20,388,000
15.91
2.
15,342,778
11.98
3.
8,768,902
6.84
4.
8,078,000
6.31
5.
5,594,668
4.37
6.
5,238,000
4.09
7.
4,744,000
3.70
8.
3,941,800
3.08
9.
3,046,884
2.38
1,807,707
1.41
11.
1,429,625
1.12
1,215,207
0.95
1,140,000
0.89
1,123,000
0.88
1,093,600
0.85
1,004,000
0.78
17.
1,001,000
0.78
919,500
0.72
804,900
0.63
725,000
0.57
600,000
0.47
No. of Shares
% of Shares
551,077
0.43
400,000
0.31
365,400
0.29
360,000
0.28
350,800
0.27
27.
340,000
0.27
323,300
0.25
311,400
0.24
290,000
0.23
91,298,548
71.28
Total
169
List of Properties
31 December 2012
Location
HS(M) 13570
PT No. 22184
Mukim of Batu
District of Gombak
Selangor Darul Ehsan
HS (M) 12980
PT No. 21686
Mukim of Batu
District of Gombak
Selangor Darul Ehsan
HS (M) 13457
PT No. 22071
HS (M) 13458
PT No 22072
Mukim of Batu
District of Gombak
Selangor Darul Ehsan
Master Title PM 279
Lot 52161 Mukim Batu
District of Gombak
Selangor Darul Ehsan
Lot 5815, Batu 16 1/4
Jalan Reko, Mukim Kajang
Hulu Langat
Selangor Darul Ehsan
Unit 104, 105, 106 & 107
Block L
Alamesra Plaza Permai
Alamesra, Sabah
170
Net book
value
31 Dec 12
RM'000
Tenure
Year
Expiry
5 1/2 storey
office building
1 July 1998
Leasehold
2089
17,920 sq ft/
62,451 sq ft
15
Office
14,735
2 units
condominium
9 Feb 1995
Leasehold
2089
3,900 sq ft
20
Guest
House
1,075
2 units
2 1/2 storey
shoplot
2089
3,576 sq ft
20
Office
473
1 unit
2 1/2 storey
shoplot
2089
2,278 sq ft
20
Office
560
173
22,320 sq ft
18
Office
cum
factory
1,283
2098
18,331 sq ft
Office
2,804
2 storey shop
cum office
Freehold
1 Jan 1997
Freehold
1,992 sq ft
16
Guest
House
296
1 Apr 2000
Leasehold
2093
1,085 sq ft
14
Vacant
112
Freehold
land
26 Oct 2009
Freehold
3318 sq m
Vacant
547
Granite
deposit area
2 Mar 1998
Leasehold
2027
95 acres
Extracting
of granite
aggregates
688
Leasehold
land
2033
2024
3.7 acres
2.4 acres
Premix
plant
277
935
Office building
Freehold
15.4 acres
Weigh bridge
& Crusher plant
Freehold land
Freehold
86,412 sq ft
Office
cum factory
Age
building Existing
(years)
use
Date of
acquisition
Description
GM806/MI/4/34 &
GM806/MI/4/35
2 units
PTK No. 34 & 35, TLET 4
condominium
BGN MI - Lot 5820
Mukim of Sri Rusa, Port Dickson
Parcel A-1009
Storey No. 10
Block A, MPAJ Square
Mukim Ampang
Selangor Darul Ehsan
Land /
Built-up
Area
1 Feb 2012
2,554
Nature of transactions
undertaken by the
Company and its
subsidiaries
Purchase of air tickets (to
facilitate air travel in the
course of business, eg. travel
to project sites)
Related Parties
Transacting Parties
Value of
Transactions
RM000
419
78
326
(i)
267
(ii)
Project management
services
(i)
280
Kumpulan Melaka
Bhd,
a company which holds
30% equity interest in
the Companys subsidiary,
KM Quarry Sdn. Bhd.
(i)
Legal services
(i)
Purchase of diesel
41
32
65
74
171
E-mail: corpcomm@binapuri.com.my
Website: www.binapuri.com.my
Major Subsidiaries
CIVIL & BUILDING CONSTRUCTION
BINA PURI SDN. BHD. (23296-X)
Kuala Lumpur Office
Wisma Bina Puri
88, Jalan Bukit Idaman 8/1
Bukit Idaman, 68100 Selayang
Selangor Darul Ehsan, Malaysia
Tel
: (603) 6136 3333
Fax
: (603) 6136 9999
E-mail : corpcomm@binapuri.com.my
Kuching Office
No. 19 & 20
Travillian Commercial Centre
Jalan Petanak, 93100
Kuching, Sarawak, Malaysia
Tel
: (6082) 241 991 / 240 992
Fax
: (6082) 241 994
E-mail : corpcomm@binapuri.com.my
BINA PURI CONSTRUCTION
SDN. BHD. (181471-P)
Kuala Lumpur Office
14 & 15, Jalan Bukit Idaman 8/1
Bukit Idaman, 68100 Selayang
Selangor Darul Ehsan, Malaysia
Tel
: (603) 6137 8500
Fax
: (603) 6137 8511
E-mail : corpcomm@binapuri.com.my
Kota Kinabalu Office
Lot 104-107, Block L
Lorong Plaza Permai 5, Alamesra
Sulaman - Coastal Highway
88400 Kota Kinabalu
Sabah, Malaysia
Tel
: (6088) 485 737/727
Fax
: (6088) 485 737/722
E-mail : binapuri.kk@binapuri.com
HIGHWAY CONCESSION
Associate
KL - Kuala Selangor Expressway Berhad
Kompleks Operasi Lebuhraya KL - Kuala Selangor
Km12 Lebuhraya KL-Kuala Selangor
45600 Bestari Jaya, Selangor Darul Ehsan
Malaysia
Tel
: (603) 6145 1500
Call Centre : (603) 6145 1515
Fax
: (603) 6145 1400
E-mail
: corpcomm@binapuri.com.my
172
PROPERTY DEVELOPMENT
POLYOL DIVISION
PT MEGAPOWER MAKMUR
Komplek Galeri Niaga Mediterania 2,
Blok M8-i EI. Pantai Indah Utara II Pantai Indah Kapuk,
Jakarta Utara 14460,
Indonesia
Tel : +6221 588 3595
Fax : +6221 588 3594
UTILITIES
INTERNATIONAL DIRECTORY
BINA PURI (THAILAND) LTD.
No 11 Soi Bangna Trad
25, Bangna Trad Road
Bangna District, 10260 Bangkok
Thailand
Tel : (0066) 2-744 1366 / 1367
Fax : (0066) 2-744 1369
BINA PURI (B) SDN. BHD.
No. 2, 2nd Floor, Block C
Bangunan Begawan
Pehin Dato Hj Md Yusof
Kg Kiulap, Bandar Seri Begawan
BE1518, Brunei Darussalam
Tel : (673) 223 2373
Fax : (673) 223 2371
PROXY FORM
(207184-X)
I/We
(Full Name in block letters & IC No../Company no.)
of
(Address)
of
(Address)
% of shareholding represented
or failing him/her
(Full name in block letters & IC No.)
of
(Address)
% of shareholding represented
or failing him/her, the Chairman of the meeting as my/our proxy to vote for me/us and on my/our behalf at the TwentySecond Annual General Meeting of the Company to be held at Ground Floor, Wisma Bina Puri, 88, Jalan Bukit Idaman
8/1, Bukit Idaman, 68100 Selayang, Selangor Darul Ehsan on Friday, 28 June 2013 at 11:00 a.m. and at any adjournment
thereof, as indicated below:
Resolution
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Resolution
Resolution
Resolution
Resolution
Resolution
Resolution
Resolution
Resolution
Resolution
Resolution
Resolution
Resolution
Resolution
Resolution
Resolution
Resolution
Resolution
Resolution
Agenda
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
For
Against
Please indicate with a cross X in the spaces provided whether you wish your votes to be cast for or against the
resolutions. In the absence of specific directions, your proxy will vote or abstain as he/she thinks fit.
No. Of Shares Held
CDS Accounts No.
Dated this
this
Dated
day of
of
day
2013
2013
Fold here
Fold here
STAMP
(207184-X )
W i sm a Bi n a P uri
88, J a l a n Buk i t I da m a n 8 / 1
Bukit I da m a n , 6 8 1 0 0 S e l a y a n g
Selango r D a rul E hsa n , M a l a y si a
T : 603-6136 3333
F : 603-6136 9999
E m a i l : co rpc om m@bi n a p u ri . c om . m y
We b s i t e : w w w. bi n a p u ri . c om . m y