OCK Annual Report 2018
OCK Annual Report 2018
OCK Annual Report 2018
OCK
Group Bhd
ANNUAL
REPORT
2018
ANNUAL REPORT 2018
A TOWERING
VISION
OCK Group Berhad (955915-M)
No. 18, Jalan Jurunilai U1/20, Seksyen U1,
Hicom Glenmarie Industrial Park,
40150 Shah Alam, Selangor, Malaysia
Tel: +(603) 5565-9688
Fax : +(603) 5565-9699
Email: enquiry@myock.com www.ock.com.my
Telco Tower
FULL-FLEDGED
NETWORK SERVICES
PROVIDER
M&E Services
Renewable Energy
Malaysia Tower
FULL-FLEDGED
NETWORK SERVICES
PROVIDER
M&E Services
Renewable Energy
Malaysia Tower
CONTENTS
LEADERSHIP
Board Of Directors 16
Board Of Directors’ Profile 17
Key Management Team 22
Key Management Personnel 24
KEY MESSAGE
Chairman’s Statement 30
Management’s Discussion & Analysis 32
FINANCIAL STATEMENTS 74
List Of Properties 211
Analysis Of Shareholdings 213
Analysis Of Warrants 216
Notice Of The Eighth Annual General Meeting 218
Proxy Form
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ock Annual Report 2018
A Towering Vision
COMPANY PROFILE
OCK Group Berhad (“OCK” or the “Group”) has four major business divisions that drives our business, namely
Telecommunication Network Services, Trading of Telco and Network Products, Green Energy and Power Solutions, as
well as M&E Engineering Services.
OCK is principally involved in the provision of telecommunication services equipped with the ability to provide full turnkey
services. Our service offering comprehensively covers services from all of the telecommunication network services
market: network planning, design and optimization, network deployment, network operations and maintenance,
energy management, infrastructure management, and other professional services. As a Network Facilities Provider
(“NFP”) Licensee, we are able to build, own and lease telecommunication towers and rooftop structures to the
telecommunication operators in Malaysia.
With the Group’s expertise in the telecommunications business, the Group has expanded its regional footprint with
presence in Myanmar, Vietnam, Indonesia, Cambodia and China.
To date the Group is focusing on developing an independent ASEAN tower company and currently has a
telecommunication tower portfolio of more than 3,800 telecommunication towers. The Group’s ambitions as a
telecommunication tower company was demonstrated when the Group successfully penetrated into two high growth
telecommunication tower markets, in Myanmar and Vietnam within a short period of 14 months.
Moving forward, the Group will remain vigilant despite the successes that it has achieved through the implementation
of our regional plans. The Group will remain assertive in executing the next phase of business growth in its aspirations to
be an independent ASEAN telecommunication tower company.
OCK also has a trading division that trades telecommunication hardware and equipment materials such as antennas,
feeder cables and connectors. This business division complements the core business of the Group with other
telecommunication network service providers and operators. As our businesses expand, OCK Group has ventured into
Green Energy and Power Solutions, an imminent and a rapidly increasing industry in Malaysia. Concurrently, we are
active in the construction of solar farms as well as supplying power generation equipment for commercial, retail and
factory buildings, and inclusive of installation, commissioning and testing services. M&E is one of the core businesses of
OCK that provides mechanical and electrical services to housing development projects, commercial high-rise buildings,
factories, infrastructures, airports, medical centres and hotels. We are capable of providing project management,
supply and installation of most mechanical and electrical services.
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www.ock.com.my
VISION
To be an innovative and leading
provider of Telecommunication
Network Services and Green
Renewable Energy
MISSION
Exceeding customer expectations
through timely delivery of our value
added solutions and services
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BOARD OF DIRECTORS
DATO’ INDERA SYED LOW HOCK KEONG YM SYED HAZRAIN BIN SYED RAZLAN
NORULZAMAN BIN SYED Group Chief Executive JAMALULLAIL
KAMARULZAMAN Officer & Executive Director Independent Non-Executive
Senior Independent Non- Director
Executive Chairman CHANG TAN CHIN
Executive Director REAR ADMIRAL (R) DATO’ MOHD
ABDUL HALIM BIN ABDUL SOM BIN IBRAHIM
HAMID CHONG WAI YEW Non-Independent & Non-Executive
Deputy Chairman Executive Director Director
Members
Ooi Chin Khoon
Mahathir Bin Mahzan
PRINCIPAL BANKERS OCBC Bank (Malaysia) Berhad RHB Bank Berhad (6171-M)
(295400-W) Jalan Kenanga, Lot LGF
AmIslamic Bank Berhad 12th Floor, Wisma Lee Rubber1 019-021 Kenanga Wholesale
(295576-U) Jalan Melaka, 50100 Kuala Lumpur City 28
Level 18, Menara Dion Tel : (603) 2783 4031 Jalan Gelugor Off Jalan
Jalan Sultan Ismail Fax : (603) 2698 1919 Kenanga
50250 Kuala Lumpur 55800 Kuala Lumpur
Tel : (603) 2026 3939 Malaysia Debt Ventures Berhad Tel : (603) 9280 6068
Fax : (603) 2026 6855 (578113-A) Fax : (603) 9287 9000
Level 5, Menara Bank
Pembangunan
1016, Jalan Sultan Ismail
50250 Kuala Lumpur
Tel : (603) 2617 2888
Fax : (603) 2697 8998
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www.ock.com.my
2018
- Owns more than 3,800
telecommunication sites across Malaysia,
Myanmar and Vietnam.
- Bestowed the CIMB
Sin Chew Regional Excellence Award by
Sin Chew Business Excellence Award 2018
- Mr. Ooi Chin Khoon was presented the Best
2017 CEO Award by Focus Malaysia Best Under
Billion Awards
- Entered into a MoU with ISOC Infrastructures,
- Completion of the SPA for the 100% INC., to pursue tower business
equity interest in Southeast Asia opportunities in the Philippines
Telecommunications Holding Pte. Ltd. - Secured built-to-suit and co-location contracts
(”SEATH”) with all four Mobile Network Operators in
- Signed Master Lease Agreement with Myanmar
- Participated in the telecommunication industry
Mytel and MPT for colocation and in Nepal
new build site - Participated in regional telecommunication
- Awarded Asia Most Impactful Service forums and conferences, keeping the
Group up to date with the latest information
Award from Asia Success Inc. Group
and technology that is being used in the market
- Awarded a full turnkey contract from
one of the mobile operators in
Malaysia 2016
- Awarded NFP license Malaysia
2015 for OCK Telco Infra Sdn. Bhd.
CORPORATE MILESTONE
- Completed 10% private
- Massive Connection was granted
MSC status by MDEC placement
- Signed conditional SPA for the
- Rights Issue of 1 right share for
every 2 existing shares, 1 free acquisition of SEATH. Completed
detachable warrants for every 1 the acquisition in Jan 2017
right share subscribed
- Secured 920 telecommunications 2014
towers contract from Telenor
Myanmar - Emerged as RHB’s Top 5
- Relocation to New HQ at Malaysia Small Cap Jewels
Shah Alam - Private placement of 20% paid
up share capital
- Bonus Issue of 176,053,636 new
shares on 1 for 2 basis
2012 - 2013 - Completed 85% acquisition of
PT Putra Mulia
Listed on the ACE Market of Telecommunications, Indonesia
Bursa Malaysia Securities - Transfer of listing from the ACE
Berhad in Year 2012 Market to the Main Market of
Bursa Malaysia Securities Bhd
- Lembaga Tabung Angkatan
Tentera (“LTAT”) emerged as
substantial shareholders with 2005 - 2011
more than 15% stake
- Launch of RM150 million SUKUK - Inflow of contracts awarded by
Programme for the expansion various cellular Telecommunication
plan in the Telecommunication operators and Telecommunication
Network Services equipment vendors
- Awarded Network Facilities
Provider (”NFP”) license
2000 - 2004 from MCMC to be a Tower
Leasing Company
- Registered as Approved Service
Provider (”ASP”) with Ericsson
and Alcatel-Lucent
- OCK Setia Engineering Sdn.
Bhd. was established
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ock Annual Report 2018
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Delicom Sdn. Bhd. - (100%) OCK Phnom Penh Pte. Ltd. - (100%)
Telecommunications Network & Network Telecommunications Network & Network
Deployment Services Deployment Services
OCK M&E Sdn. Bhd. - (100%) Well Synergy Resources Pte. Ltd. - (100%)
Mechanical & Electrical Engineering Services Engineering Services, Rental Business, Market
Research and Management Services
Deployment Services
EI Power Technologies Sdn. Bhd. - (52%)
Green Energy & Power Solutions
Fuzhou 1-Net Solution Co., Ltd. - (51%)
Telecommunication Network Services
Steadcom Sdn. Bhd. - (51%)
Network Planning, Design & Optimisation
OCK Steadcom - (49%)
(Thailand) Co., Ltd.)
Dynasynergy Services Sdn. Bhd. - (51%) Networking Planning, Design
Operations, Engineering & Maintenance Services & Optimisation
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www.ock.com.my
OCK
Milab Marketing Massive Connection
Sea Towers
Sdn. Bhd. Sdn. Bhd.
Pte. Ltd.
OCK Tower Infra Sdn. Bhd. - (100%) Azminas Sdn. Bhd. - (100%)
Investment Holding Green Renewable Energy
OCK Telco Infra Sdn. Bhd. - (100%) Novel Energy Sdn. Bhd. - (100%)
Tower facilities, utilities and communication Green Renewable Energy
network for mobile and broadband operators
CORPORATE STRUCTURE
OCK Yangon Pte. Ltd. - (100%)
Tower facilities, utilities and communication
network for mobile and broadband Energenetic Sdn. Bhd. - (100%)
operators Green Renewable Energy - (wef 24 jan 2019)
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RM457.2
REVENUE
MILLION
GROSS PROFIT
RM119.9
MILLION
PROFIT RM29.8
AFTER TAXATION MILLION
RM495.1
TOTAL EQUITY
MILLION
www.ock.com.my
For Financial Year Ended 31 December AUDITED AUDITED AUDITED AUDITED AUDITED
2014 2015 2016 2017 2018
FINANCIAL STATEMENTS
121,181
457,221
492,189
119,973
87,679
401,513
HIGHLIGHTS
69,210
315,903
185,892
48,579
FY2014 FY2015 FY2016 FY2017 FY2018 FY2014 FY2015 FY2016 FY2017 FY2018
29,846
30,356
45,002
44,212
41,699
27,151
37,333
17,056
23,757
FY2014 FY2015 FY2016 FY2017 FY2018 FY2014 FY2015 FY2016 FY2017 FY2018
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3,800
www.ock.com.my
NEWS HIGHLIGHTS
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NEWS HIGHLIGHTS
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NEWS HIGHLIGHTS
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EVENT HIGHLIGHTS
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EVENT HIGHLIGHTS
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ock Annual Report 2018
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BOARD OF DIRECTORS
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FINANCIAL STATEMENTS
R S’
DATO’ INDERA SYED NORULZAMAN
BIN SYED KAMARULZAMAN
E C TO I LE
DI R F
Senior Independent Non-Executive Chairman
F P RO
Malaysian, Aged 70,
D O
AR
(Appointed on 3 January 2013)
B O
Dato’ Indera Syed Norulzaman Bin Syed Kamarulzaman is our Senior Independent Non-Executive Chairman. Dato’
Indera Syed Norulzaman holds a Bachelor of Arts (Honours) Degree from the University of Malaya.
Upon graduation from the University of Malaya, Dato’ Indera Syed Norulzaman Bin Syed Kamarulzaman joined
the Administrative and Diplomatic Service of the Malaysian Government in 1973 and was assigned to the Ministry
of Foreign Affairs. Dato’ Indera Syed Norulzaman Bin Syed Kamarulzaman served in different capacities in the
Ministry’s Political and Administration divisions as well as in Malaysia’s diplomatic mission in Geneva, Baghdad,
Ottawa and Jakarta. In September 1994, Dato’ Indera Syed Norulzaman Bin Syed Kamarulzaman was appointed
as Malaysia’s Ambassador to Spain where he served for 3 years. On returning to Kuala Lumpur in November 1997,
he assumed the post of Undersecretary for East-Asia and South-Asia at the Ministry of Foreign Affairs, prior to his
appointment to head the Institute of Diplomacy and Foreign Relations, Prime Minister’s Department, as its Director
General in June 1999. He returned to the Ministry of Foreign Affairs in November 2001 before his appointment as
Malaysia’s Ambassador to the Kingdom of Thailand, a position he held until January 2005. He was subsequently
appointed as Malaysia’s Ambassador to the People’s Republic of China, based in Beijing where he served for 5
years till December 2009 before returning to Malaysia to retire from government service.
Upon his return to Malaysia, Dato’ Indera Syed Norulzaman Bin Syed Kamarulzaman was appointed as Public
Interest Director at the Federation of Investment Managers Malaysia (“FIMM”), a position he held until August 2012.
He is currently the Chairman of Yong Tai Berhad and a Director of Malaysia China Business Council (“MCBC”).
Dato’ Indera Syed Norulzaman Bin Syed Kamarulzaman is also the Chairman of Mah Sing Foundation, a charitable
organisation providing assistance to the needy within the community.
He is the Chairman of the Nomination Committee and Remuneration Committee of the Company.
Number of Board Meetings attended during the financial year: 5 out of 5.
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Abdul Halim Bin Abdul Hamid is our Group Deputy Ooi Chin Khoon is our Group Managing Director. Mr.
Chairman. Encik Halim completed his secondary Ooi graduated from Tri-State University, now known
BOARD OF DIRECTORS’ PROFILE
education at Sekolah Menengah Tuanku Abdul as Trine University, Indiana, United States of America,
Rahman Putra, Selangor in 1985. with a Bachelor’s Degree in Electrical and Electronics
Engineering in 1996. Prior to that, he obtained a Diploma
Encik Halim has more than 20 years’ experience in the in Electrical and Electronic Engineering from TAFE
telecommunications engineering services industry. Prior College in Negeri Sembilan in 1992.
to his venture into the telecommunications industry,
he commenced his business ventures in the food and Mr. Ooi began his career in 1992 as an Electrical
beverage sector by offering local cuisine in various Engineer at Cobrain Holding Sdn Bhd and was
locations in the state of Selangor, such as food courts promoted as its Project Manager in 1994. He left the
and school canteens from 1986 to 1991. industry briefly to continue his studies in electrical and
electronic engineering and rejoined the company in
Encik Halim started his career in the telecommunications 1996 as a Senior Project Manager and was promoted
industry as a supervisor with Mognas Communication Sdn to the position of Contract Manager in 1998 whereby
Bhd. Mognas Communication Sdn Bhd was one of the he was tasked with the responsibility of customer
pioneering network deployment companies in Malaysia contracts management. In 1999, Mr. Ooi founded OCK
in the 1990s. He subsequently moved to Rank Liberty Setia Engineering Services as sole proprietorship and
Sdn Bhd in 1996 as a Senior Supervisor before joining later expanded the business with the incorporation of
Prospective Goals Sdn Bhd as its Project Manager in OCK Setia Engineering Sdn. Bhd. (“OCK Setia”) in 2000.
1997. Accordingly, Encik Halim is also one of the pioneers Currently, Mr. Ooi is the Managing Director of our Group.
who contributed in the telecommunications industry Apart from managing the operations of our Group, he
whereby he had contributed in terms of introducing is also responsible for formulating and executing the
various kinds of telecommunication structures and business strategies of our Group. He plays a key role in
equipment in Malaysia. In 2007, Encik Halim acquired driving the growth, development, transformation and
shares in the Group’s subsidiary companies, namely strategic direction of our Group.
OCK Setia Engineering Sdn. Bhd. and Delicom Sdn.
Bhd. Since then, Encik Halim progressively develops Mr. Ooi is a member of the Remuneration Committee.
his contribution in OCK by overseeing the day to day
technical aspect of OCK. Number of Board Meetings attended during the
financial year: 5 out of 5.
He is also an Executive Director for OCK Group of
Companies as well as Safety Health and Environment
committee to ensure OCK’s daily activities conform to
related regulations. He also assists OCK in dealing with
Government bodies.
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Low Hock Keong is also our Group Chief Executive Chang Tan Chin is our Group Technical Director. Mr.
Officer & Executive Director. In 1994, Mr. Low graduated Chang graduated from University of Hertfordshire,
from Monash University, Melbourne, Australia with First United Kingdom in 1995 with a Bachelor’s Degree
In 2017, he was redesignated as the Group Chief Number of Board Meetings attended during the
Executive Officer and is responsible for overseeing the financial year: 5 out of 5.
Group’s overall daily operations.
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Chong Wai Yew is one of the Group’s Project Mahathir Bin Mahzan is a Fellow member of Chartered
Management Directors. Mr. Chong graduated from Accountants Ireland (previously known as the Institute
BOARD OF DIRECTORS’ PROFILE
University of East London with a Bachelor’s Degree in of Chartered Accountants in Ireland) and a member of
Electrical and Electronic Engineering in 1996. the Malaysian Institute of Accountants (“MIA”).
Mr. Chong began his employment in 1996 with United Mr. Mahathir graduated with honours from University
Perunding & Associate Sdn. Bhd. in Kuala Lumpur, where College London with a Bachelor’s of Engineering
he worked as a Consultant Engineer. Subsequently, Degree in the field of Electronic and Electrical
he joined OCK Setia Engineering Sdn. Bhd. in 2002 as Engineering. He then pursued his accountancy training
our Project Director and was subsequently promoted with a medium sized audit firm in Dublin, Ireland. After
to be our Project Management Director in 2008. He is successful completion of his professional examinations
responsible for overseeing the Network Facility Provider and practical training, he was admitted as a member
(“NFP”) division and the renewable energy division. of Chartered Accountants Ireland.
Mr. Chong plays a key role in OCK’s green renewable Mr. Mahathir returned to Malaysia after spending 15
energy business division. In 2013, the Group ventured years in the United Kingdom and Ireland and worked for
into owning a 1 megawatt solar farm. To date, the Binafikir, a local strategic advisory firm and a subsidiary
Group owns up to 11 solar farms with a combined total company of Maybank Investment Bank.
of 5.9 megawatts in Malaysia.
Mr. Mahathir is currently the Managing Partner of
Number of Board Meetings attended during the Mahzan Sulaiman PLT, a firm of Chartered Accountants
financial year: 5 out of 5. and Advisors.
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YANG MULIA SYED HAZRAIN BIN REAR ADMIRAL (R) DATO’ MOHD SOM
SYED RAZLAN JAMALULLAIL BIN IBRAHIM
YM Syed Hazrain Bin Syed Razlan Jamalullail is a Rear Admiral Dato’ Mohd Som Bin Ibrahim (“RADM Dato’
Chartered Accountant (Malaysia) member with the Mohd Som”) began his career in the Royal Malaysia
He was entrusted to set up and lead a private equity With more than 37 years of service, RADM Dato’ Mohd
company, with a purpose of investment by K&N Som served on board many ships and shore jobs. He
Kenanga Berhad, his portfolio involves identifying commanded 5 RMN warships from 1981-2004, including
potential companies, structuring the investment the 4400 tons Multirole Support ship KD MAHAWANGSA.
terms and performing due diligence of the pre-IPO
companies. Besides the sea service, he also held several shore
appointments in the Malaysian Armed Forces. Among
He was also attached to KPMG Malaysia, in the Risk the notable ones are as Assistant Defense Advisor
Management & Internal Audit, Business Advisory Embassy of Malaysia in Jakarta (1990-1993), Director
Services department. Realising the importance of of Operations (1998-2002) and as Deputy Head of
understanding the core of a business, he spent several Mission to the Malaysia Lead International Monitoring
years broadening his knowledge and exposure to Team in Mindanao (2006). RADM Dato’ Mohd Som held
related industries. the post of Assistant Chief of Staff Communications
and Electronics of the Armed Forces in 2007. Before
Currently, YM Syed Hazrain Bin Syed Razlan Jamalullail his retirement in February 2011, he was appointed
is also an Executive Director of Kanger International as The Naval Region Commander Area 1, based in
Berhad, a public listed company on ACE Market of Tanjung Gelang, Kuantan. In this capacity, he was
Bursa Malaysia, an integrated bamboo wood products involved in many inter agency cooperation maritime
manufacturer. security and communications market of South East
Asia countries.
Number of Board Meetings attended during the
financial year: 4 out of 5. Number of Board Meetings attended during the
financial year: 5 out of 5.
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T.E.A.M
Together
Everyone
Achieves
More
Ooi Chin Khoon - Group Managing Director; Low Hock Keong - Group Executive Officer; Quek Meu San
- Director of Group Human Resorces (“HR”), Administration and Information Technology (“IT”); Foo See
Liang - Chief Operating Officer, Network Design and Deployment Division; Tan Yew Tong - Chief Marketing
Officer, Marketing and Business Development; Apollo Wong Shau Yang - Director, Tendering and Marketing
Support; Hussin Bin Abu Bakar - Head of Quality, Regulatory and Government Liaison, John Seet Wan Chi
Chief Executive Officer Southeast Asia Telecommunication Holdings Pte Ltd (“SEATH”) , Vietnam
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Chang Tan Chin - Executive Director; Lim Hooi Seeh - Chief Executive Officer, PT Putra Mulia
Telecommunications, Indonesia; ; Omer Chappelart - Chief Executive Officer OCK Yangon Pte Ltd,
Myanmar; Chong Wai Yew - Director, Milab Marketing Sdn. Bhd.; Lee Kong Jin - Director, Firatel Sdn. Bhd.;
Sharon Mak May Cheng - Director, EL Power Technologies Sdn. Bhd.; Anthony Thong Yeong Shyan
- Group Chief Financial Officer; Jes Tan Chin Hong - Financial Controller
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Quek Meu San is our Director of Group HR, Administrative Foo See Liang graduated from Oxford Brookes
and IT. She obtained her certified of London Chamber University, England, in 1995 with a Bachelor’s Degree
of Commerce and Industry (“LCCI”) in 1992 and (Hons) in Electronics Engineering. He is also a certified
she also has obtained certificate for Secretarial and Project Management Institute since 2009.
Administrative Course in 1995.
In 1996, he joined Lucent Technologies, now
Ms. Quek started her employment with United Overseas known as Alcatel-Lucent, as a project engineer
Bank (M) Berhad in 1994 in the Consumer Banking and was promoted to project manager in 2007.
division, she was later promoted to the Office-in-charge Throughout his 13 years career in ALU. He gained solid
of Customer Service in 1996. A year later, in order to build telecommunications technical skillsets and project
her experience in accounting and finance, she joined management experiences in deploying wireless (mobile
Cobrain Holding Sdn. Bhd. and handled the end-to-end and microwave transmission) and wireline (SDH/DWDM
finance and admin operation of the company. fiber optic and submarine cable) networks.
In recognition of her outstanding performance in In 2009, he joined OCK Setia Engineering Sdn. Bhd. as a
Cobrain, she was later offered to be the pioneer Project Management Office Director. He has since been
team to set-up the finance and admin operation responsible to optimum the allocation of resources
for OCK Setia Engineering Sdn. Bhd. in 1999. As OCK across all projects, and to develop and implement
grew exponentially over the years, she was promoted project management methodology, best practices
and seconded to various positions in the Group in and standards.
departments such as Procurement, Tender, Human
Resources, Billing and Collection. Her career with OCK As the Project Director, he has been instrumental in
grew in tandem with the business expansion of OCK and successfully planning and executing the NEC Full Turn
she was promoted to her current position of Director of Key, Ericsson/Maxis 3G project and various major
Group HR, Administrative and IT in 2012. ongoing projects.
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Tan Yew Tong is our Group’s Chief Marketing Officer of Apollo Wong is our Group’s Marketing and Accounts
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Encik Hussin is our Group’s Quality, Regulatory and John Seet started his career in the telecommunication
Government Liaison Head. Encik Hussin graduated industry and over the span of 36 years, he has
PERSONNEL
from Universiti Teknologi Mara, Shah Alam, Selangor in developed his career along with the evolution of
STATEMENTS
1986 with a Diploma in Estate Management (Property). telecommunication technologies from fixed line to
mobile, copper to fiber optical cable and analog to
Encik Hussin has over 20 years of experience in regulatory digital & IP technology. He graduated with a Diploma
and permitting within the telecommunications industry. in Civil Engineering and BBA from University of Mississippi
MANAGEMENT
He started off by joining TIMECel Sdn. Bhd. in 1997 as USA. Starting with Uniphone Usaha Sdn. Bhd. in 1981 as a
a senior property executive and subsequently joined Technical Assistant, a JV between Sapura Holding and
KEY FINANCIAL
both operators and technology vendors such as Maxis, Sumitomo of Japan. He then joined Time Telecom (now
DiGi, Alcatel-Lucent Malaysia and Ericsson Malaysia. TTdotCom) as the Project Manager in 1995 and later
as Head of the Regional Network Construction Division,
Encik Hussin joined OCK Setia Engineering Sdn. Bhd. Customer Access Network Division and Network
since 2010, and today he oversees and manages Operations Division. In 2001, he joined Alcatel Network
regulatory requirements related to authorities, new Systems Malaysia and completed more than 50 major
contracts from government bodies, new tenders, and complex projects. After 10 years with Alcatel, he
licensing, agreements, projects, as well as CSR activities joined Huawei Technologies Co. Ltd. (China) later as
under OCK Group Berhad. the Global Deputy Program Director in the Software
Service Department. His key accomplishment was
turning around the Service Delivery Platform (”SDP”) VAS
project for Digital Merchant Business Operation project
for XL in Indonesia and RCS project for UAE Etisalat which
gained recognition from customers.
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Omer Chappelart possess more than 25 years of Lim Hooi Seeh graduated from Nottingham Trent
experience working in Telecommunications, Building & University, UK in 2007 with a Master of Business
In 1997, he was appointed as Project Manager for In 2006, he joined P1 Malaysia, as the Vice President
Alcatel Indonesia in 1997 and then Deputy Head of of Technology Officer for Wireless Broadband Mobile
Field Operations for Alcatel France in 1999. At the end WiMAX.
of 1999, he was relocated back to Indonesia as the
Senior Operations Manager for Satelindo Program. In In 2011, Lim Hooi Seeh joined PT Putra Mulia
2003, he was appointed as the Country Project Director Telecommunication Indonesia as the Chief Executive
for Alcatel Brunei and then was promoted to Regional Officer and Director. His is currently responsible for
Program Director, Alcatel Malaysia on August 2004. overall business operations, finance, procurement and
He was later promoted as Country Program Director logistic and telco solutions services deliveries.
for Alcatel-Lucent Indonesia in 2007 and became the
Director for Data Management Center Ltd. in 2010. He
was the Chief Representative Officer for Ellipse Projects
SAS Indonesia in 2015. Prior to joining OCK Yangon as
the new Chief Executive Director in May 2017, he was
appointed as the Senior Project Director for Nokia
Cambodia.
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Director Director
Firatel Sdn. Bhd. EI Power Technologies Sdn. Bhd.
Malaysian, Aged 49, Malaysian, Aged 41,
(Appointed on 5 August 2009) (Appointed on 1 November 2010)
KJ Lee has been in Telecommunications field since 1994 Sharon Mak is EI Power’s Director. She graduated from
and currently manages Firatel Sdn. Bhd. specialising in Monash University in 2000 with a Bachelor’s Degree
telco product solutions and mobile phone in building of Commerce Majoring in Accounts and Finance.
PERSONNEL
Management Institute since 2008. Knusford Berhad as an accountant. She was seconded
to the Power Generation Division of Knusford Berhad in
KEY FINANCIAL
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Anthony Thong is a Qualified Certified Practicing Jes Tan is a Qualified Chartered Accountant and
Accountants (“CPA”) and Chartered Accountant with member of Malaysian Institute of Accountants and
the Malaysia Institute of Accountants (“MIA”). Association of Chartered Certified Accountants.
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NT
FINANCIAL STATEMENTS
M E
TATE
DATO’ INDERA SYED NORULZAMAN
BIN SYED KAMARULZAMAN ’S S
N
Senior Independent
IR MA
CHA
Non-Executive Chairman
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REGIONAL HIGHLIGHTS
In addition to owning telecommunication towers in Malaysia, OCK is well entrenched in Vietnam and Myanmar.
The Group’s strategy in both countries varies between greenfield and brownfield and thus far the growth has
been tremendous thanks to the commendable execution of our management team.
The Group’s telecommunication managed services business in Indonesia has been contributing steady income
with OCK managing more than 25% of the total telecommunication sites in Indonesia. We expect to maintain
our market share and will continuously work on increasing our market share in managed services.
We are constantly looking out for opportunities in the region for the Towerco business. OCK will be able to provide
its tower and network expertise across the region.
AWARD RECOGNITION
I am truly humbled that the Group’s performance has continued to gain recognition. Over the years, OCK
continued to receive a fair share of recognition. In 2017, we were honoured by Huawei. This year was no different.
Firstly, the Group was one of the recipients of the CIMB – SIN CHEW Regional Excellence Award. Then, our Managing
Director, Mr Ooi Chin Khoon, was bestowed the ‘Focus Malaysia Best Under Billion Awards’ for the Best CEO. I
would like to congratulate him for getting the award which he truly deserves and also for all his hard work. The
award was for leadership skills, business acumen and dynamism.
MOVING FORWARD
At 4.7%, Malaysia’s economy expanded at a lower rate in 2018, relative to 2017’s 5.9%. Market experts predicted
that Malaysia 2019’s outlook at best will be in the low 4% region, unlikely to emulate the high 5% achieved in 2017.
CHAIRMAN’S STATEMENT
Despite the expected slower growth, we remain very buoyant that OCK will continue to perform well this year.
Given our experience and expertise, I am truly confident we can continue to preserver through this challenging
period.
The Group maintains a positive outlook on our TowerCo businesses as we anticipate key industry trends to
generate robust revenue opportunities. OCK’s strong regional presence will allow us to expand via greenfield,
brownfield and acquisition opportunities. We are closely following developments in the region where the markets
are opening up to TowerCos.
In addition, with the deployment of advanced mobile technology such as 4G LTE and 5G, speed will be faster
and more tower sites will be required. Operators worldwide today have started carrying out 5G trials and the
5G timeline includes the installation of additional cell sites, which requires significant fibre backhaul. In addition
to that, existing tower and rooftop sites would need more modification and upgrading. As an independent
TowerCo and telecommunication network services provider, we see this market move as a great opportunity to
secure more contracts.
In Malaysia the government had recently launched its National Fiberization Connectivity Plan. The move to fiberize
the country’s Telecommunication infrastructure will push Malaysian Telecos to further expand fibre optic network.
In the area of Green energy, we will be capitalising on the Energy Commission’s initiative to build large scale solar
photovoltaic plants in the country. The government has opened bids to undertake solar projects. We will actively
participate in, leveraging on OCK’s expertise and know-how as an Engineering, Procurement and Construction
(“EPC”) contractor.
APPRECIATION
On behalf of the Board of Directors, I would like to extend our heartfelt appreciation to our valued shareholders,
business associates and clients for their continuous support.
Finally, my appreciation and thanks also goes to the management and staff for their dedication in 2018.
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ock Annual Report 2018
A Towering Vision
IO N
S S
I S CU IS
SAM OOI CHIN KHOON
’ S D LYS
Group Managing Director
E NT ANA
OCK Group Berhad
GE M &
N A
MA
ECONOMIC LANDSCAPE
Malaysia recorded a lower growth of 4.7% this year, down from 5.9% in 2017. The Finance Minister has come forth
to say Malaysia is expected to grow by 4.9% in 2019. Potentially, economic growth in the low 4% range is still very
commendable. In 2016, when the country’s economy grew by only 4.2%, OCK still managed to record revenue
and pre-tax profit growth to the tune of 29% and 11% respectively. The Group is cautiously optimistic that we will
continue to grow.
On the ASEAN front, the Group’s views on Myanmar and Vietnam have not wavered. These two countries are
new to the vast growing global telecommunications industry in their respective landscape. It is anticipated that
there will be large amount of telecommunication network infrastructures that are needed to be invested by
these two countries. OCK will be at the forefront to help nurture the growth process of the respective country’s
telecommunication sector.
As for Myanmar, from an economic growth of 5.9% in 2016, the economy grew by 6.4% in 2017. 2018 and 2019
growth rates are expected to remain strong in the 6% region. Our own views on the country’s outlook remain
unchanged. We are confident that the country will continue to grow. Thus, we persist with our long term plans
and aim to maintain our strong presence in the country.
OCK’s interest in Vietnam is no less important than Myanmar. Having expanded by 6.8% in 2017, the country’s
economy grew by 7.1% in 2018 full year, where it was the country’s highest growth rate in the past 11 years.
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FINANCIAL PERFORMANCE
OCK’s revenue eased to RM457.2 million in financial year ended December 2018 (“FYE2018”) on the back of
lower revenue contributions from its Telecommunication Network Services (“TNS”) division. The Group’s profit after
tax and minority interests (“PATAMI”) dipped marginally to RM24.2 million. Nevertheless, OCK managed to report
a higher PATAMI margin of 5.3%. The lower PATAMI was attributed to higher tax expenses arising from the under
provision of tax. Taxation was reversed from Q4FYE2017 and adjusted in Q4FYE2018. Upon adjustments for the
taxation losses, the normalized PATAMI for FYE2018 would have been RM26 million versus FYE2017’s RM24.6 million.
While OCK’s pretax profit decreased slightly in FYE2018 to RM44.2 million, its earnings before interest, taxes,
depreciation and amortization (“EBIDTA”) recorded a higher growth of 4.4% to RM103.3 million. FYE2018 EBIDTA
margin increased by over three percentage points to 22.6% in FYE2018.
OCK’s total borrowings increased from RM147 million as at end 2016 to RM448 million in 2017 before further
increasing to RM495 million as at end 2018. Despite the increase in borrowings, the Group’s net gearing ratio
remains healthy at 0.95 times.
Moving into 2019, OCK is working to further entrenched itself as a regional telecommunication tower company
(“towerco”) and maintain its position as the leader of telecommunication network services provider in Malaysia.
• Towerco business
The global telecommunications industry is very fluid and dynamic. Telecommunication operators need to
continuously upgrade their vast networks to evolve together with the fast moving industry, as not to fall behind.
OCK’s synergistic role in working with the telecommunication operators is through the provision of
telecommunication infrastructure in keeping up with the industry. The Group’s outlook therefore mirrors that of
the other telecommunication operators. Demand for telecommunication towers is not expected to falter.
The capital-intensive telecommunications industry continuously seeks ways to minimise operating costs. OCK’s
role is to bridge telecommunications operators’ requirements by providing tower sharing to bring in operational
efficiency for operators. This also generates revenue for the Group. On that note, the Group intends to increase
its tower portfolio to 5,000 sites over the next two years.
• Myanmar Updates
For its Myanmar operations, the Group has completed and handed over 900 telecommunication sites and is
currently in the process of rolling out its current outstanding order book of over 500 telecommunication sites.
Having established itself as a dominant player in the market, OCK now has working ties with all 4 of Myanmar’s
mobile network operators (“MNOs”) namely Telenor Myanmar Limited (“Telenor”), Myanmar Posts and
Telecommunications (“MPT”), Telecom International Myanmar Company Limited (“Mytel”) and Ooredoo Myanmar
Limited (“Ooredoo”).
For FYE2018, OCK’s Myanmar operations recorded a revenue of RM65.6 million from FYE2017’s RM49.3 million.
The tenancy ratio for the Myanmar operations is currently 1.42x from FYE2017’s 1.14x. The higher ratio was attributed
to the increase in co-location contracts that were signed with the respective telecommunication operators. The
ratio measures the number of telecommunication operators that have infrastructure on the said tower. Efficiency
will drive up the ratio to boost towercos’ earnings.
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A Towering Vision
• Vietnam Updates
OCK is currently the largest independent towerco in the country. It owns over 2,500 telecommunication sites
and the Group intends to acquire another 1,000 sites in the near future. Vietnam’s telecommunication market is
reaching a matured level. We still view opportunities in this country through brownfield M&A acquisitions as well
as rolling out the latest technologies for the existing telecommunication towers.
OCK’s Vietnam operations registered a revenue of RM48.1 million from FYE2017’s RM51.9 million. The lower revenue
was due to the delay in contract renewals for certain towers.
OCK’s Vietnam towerco business’ tenancy ratio was 1.32x as at end FYE2018 from FYE2017’s 1.28x.
• Contract business
The Group liaised closely with the main local telecommunications operators in the country such as Digi, Maxis,
Celcom and U Mobile.
The consumption of data has remained high over the years and this is not expected to falter into the long term. The
exponential increase in demand for faster internet speed and data will see the Group continue to be extremely
busy in the local mobile telecommunications sector.
MANAGEMENT’S DISCUSSION & ANALYSIS
In FYE2018, given its revenue of RM58.6 million, the managed services/operations business division accounted
for 13% of the Group’s revenue. The division will continue to play an important part of the Group’s operations.
The managed services & operations business’ activities of maintaining telecommunication operators’ networks
complements the Group’s main businesses. Contribution from this business division has always been steady and
recurring in nature. The Group will continue to increase its tower portfolio under management as and when
opportunities arises.
The division’s revenue fell by 22% to RM29.9 million from FYE2017’s RM38.3 million. The pretax profit declined from
FYE2017’s RM3.8 million to RM1.5 million. The decline was mainly due to a slow down in the demand for Gen Sets
after the GE14.
As at end 2018, OCK owns 11 farms generating a combined total 5.9MW of energy. The Group will continue to
nurture the division as more organisations are focussing on green renewable energy in particularly those from the
construction and property sectors. This division’s revenue is still low compared to the telecommunication network
services division which accounts for almost 90% of OCK’s yearly revenue.
The division recorded a 52% decline in its pretax profit to RM523,000 on the back of a RM21.2 million revenue in
FYE2018. The revenue itself fell by 19.4% in contrast to the RM26.3 million achieved in FYE2017.
Moving forward, the Group intends to bid for more projects apart from its existing clientele.
TRADING
The trading division’s revenue grew by an impressive 259% to RM15.8 million in FYE2018. The pretax profit recorded
a 121% growth to RM2.8 million.
The trading business is a synergistic business division that supports the telecommunication network services division.
The Group trades products under the brand “Rosenburger”. The Group has the leading market share of the Indoor
Distributed Antenna System, with majority coverage of key buildings in Malaysia.
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CAPEX
OCK’s total capital expenditure (“capex”) in FYE2018 amounted to RM110 million. Bulk of this went to the regional
businesses. In comparison, RM108 million was spent in the previous year which were mainly for the roll out of sites
in Myanmar and to build new solar farms.
Moving forward, having an additional 1,000 number of towers to be added this year, which its anticipated to
incur more capex.
Listing of its telecommunication network services division, namely the tower business, in a foreign stock market,
is still an open option. One advantage which OCK has is that it has already gained a foothold in Myanmar and
Vietnam.
RISK
The Group is exposed to fluctuations of the major currencies. It is however something which cannot be avoided
totally. The ringgit was weaker at RM4.30 per US dollar in FYE2018 from the average of approximately RM4.05 in
FYE2017.
The other common risks that may affect the Group would be the change in government, political, financial,
industry, economic and regulatory landscapes in the respective countries that the Group is currently in. OCK will
continue to mitigate these risks going forward.
The competitive telecommunication industry landscape in 2019 looks poised to remain very much the same
as last year. The longer-term outlook is brighter. The optimism is derived from OCK’s strong position in the rapid
growing 4G long-term evolution (“LTE”) market and the future deployment of 5G, of which requires significant
network investments, along with the greater adoption of Industry 4.0 technologies.
In Vietnam, escalating mobile data demand, 4G LTE technology deployment along with 5G network in the near
future are fuelling the need for additional tower sites as the pressure on network operators’ wireless infrastructure
continues. The telecommunication tower market recorded a growth of 7.3% in 2017. There are more opportunities
for the telecommunication network and infrastructure players like OCK as the Vietnamese government expands
wildfire measures for technology development.
On the Myanmar operations, the telecommunication industry remains a growing greenfield market and is expected
to grow aggressively for many years, especially with the growing demand of connectivity through data. This calls
for more telecommunication towers to cater for both coverage and capacity.
In Malaysia, the government has recently instituted the National Fibre Connectivity Plan. The Group therefore
expects more fiberisation work orders to come through from major MNOs in 2019. New network structures for 4G
and 5G, by MNOs will provide an aggressive expansion path for the Group.
Overall, the Group is set to benefit from the rapid network expansion initiatives undertaken by the respective countries
and will continue to build its tower portfolio, maintaining its presence as one of the largest telecommunication
network services provider in the region.
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ock Annual Report 2018
A Towering Vision
No Item Page No
1 Sustainability Statement 36
– Scope & Boundary of Report
– Strategy & Roadmap 37
2 Sustainability Governance & Structure 39
3 Stakeholder Engagement 40
4 Identification & Prioritisation of Material Matters 41
5 Sustainability Themes
- Management & Organization 42
- Suppliers & Vendors 45
- Employees & Human Capital 45
- Local Community 50
Malaysia in its Economic, Environmental and Social (“EES”) pillars for Sustainability disclosure and reporting.
Guided by the principles in the Main Market Listing Requirements on Sustainability Reporting issued by Bursa
Malaysia Securities Berhad (“Bursa” or “Bursa Malaysia”) in October 2015, we have prepared this Sustainability
Report as a foundation to our future activities.
Preparation of this Report takes into consideration Bursa Malaysia’s Second Edition of its Sustainability Reporting
Guide (2018), which in addition to its initial adherence to the Global Reporting Initiative (“GRI”) 4 guidelines
also recommendations on considering the UN Sustainable Development Goals (“SDG” or “UN SDG”) and
recommendations on the Task Force on Climate-related Financial Disclosures (“TFCD”).
Although OCK’s regional expansion has widened the Group’s geographical footprint to Myanmar, Vietnam,
Cambodia, China and Indonesia, this report will cover only the Group’s headquarters of Malaysia as it is the
nucleus of the Group’s sustainability framework and efforts. This is displayed in Diagram 1.0, which is a map of the
Group’s operational footprint with the areas in dark blue covered under the scope of reporting.
As the Group’s main business activity is to provide Telecommunications Network Services or a towerco, the
report’s main segmental activity will cover the building and leasing of telecommunications towers and managed
services as well as managed services and resource supply related to these assets. Although OCK is also a
telecoms contractor and has a business unit in renewable energy, i.e. solar energy, we will not be discussing
their contributions in this inaugural report, with the exception being the Group’s generation and consumption
of renewable energy for operations under Management & Organisation section of this report (page 42). Finally,
we will not be discussing any joint ventures or associate and partner assets within this report.
Following the financial disclosures in this Annual Report, this Sustainability Report will cover the Group’s activities
taking place within the calendar year of 1 January 2018 – 31 December 2018.
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China
Myanmar
Cambodia Vietnam
Malaysia
Indonesia
Diagram 1.0: OCK Group Berhad’s footprint and Sustainability Report 2018 scope
SUSTAINABILITY STATEMENT
Strategy & Roadmap
To maintain our position as the largest telecommunications network services provider in Malaysia, we are aware
of the impact that different key stakeholders have on the sustainability of our vision and mission. The main four
key stakeholder groups are:
Further discussion on how each stakeholder group is engaged will be discussed in the section Stakeholder
Engagement (page 40) of this report.
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ock Annual Report 2018
A Towering Vision
As part of Malaysia’s ratification of the United Nation Sustainable Development Goods (“UN SDGs”) on September
2015, the 17 SDGs are a cornerstone for the achievement of the 2030 Agenda for Sustainable Development. For the
long-term sustainability of the Group, OCK has identified four out of the 17 UN SDGs which are highly relevant to the
Group’s sustainability agenda and which will be targeted to be embedded in the company’s culture. They are:
In our roadmap for Sustainability, we aim to expand the scope to the rest of our main revenue generating markets
in the following year. Using the guidance provided by Bursa Malaysia, Diagram 2.0 would be representative of
our sustainability reporting journey:
SUSTAINABILITY STATEMENT
38
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GCFO GHR
Finance Procurement
SUSTAINABILITY STATEMENT
The Board of Directors are cognisant of the latest developments in sustainability issues both as a global
megatrend for business and the need for it to be part of the company’s culture. As part of their oversight and
counsel, they have given the Group Managing Director/CEO the mandate to chair a Sustainability Committee
(“the Committee”) in order to embed sustainability in the company and to report to the Board on the progress
of sustainability within the Company.
At OCK, the Sustainability Committee comprises of:
- Chairman of the Committee, the Group Managing Director and CEO,
- Group Chief Financial Officer (GCFO),
- Group Human Resources (GHR) Head of Department,
- Financial Controller (Finance),
- Procurement Head of Department
The joint Heads of Department cascade sustainability matters to their respective teams as a matter of policy,
in the form of internal memos and updates to Standard Operating Procedures (SOPs) to continue embedding
sustainability in the daily operations of the Group.
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ock Annual Report 2018
A Towering Vision
Stakeholder Engagement
As per the earlier mention in Strategy & Roadmap (pg 37), the Sustainability Committee identified four groups
of stakeholders that are highly relevant in the day-to-day operations of the Group’s business. The ways and
frequency these groups are engaged are captured in the following table:
SUSTAINABILITY STATEMENT
In-house Newsletter/Internal Half-yearly
Communications Programmes
Employees & Human Capital Annual Dinner Annually
Charity and Welfare Programs Bi Annually
Local Communities
Table 1.0: OCK Group Berhad’s Stakeholder Engagement
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The list of material sustainability matters were then categorised by stakeholder groups in the following table:
SUSTAINABILITY STATEMENT
- Results of supplier and vendor audit against environmen-
tal and operational excellence
- Supplier and vendor management in non-compliance
Suppliers & Vendors matters
3 Diversity & Inclu- - Diversity in the board, management and workforce by
sion gender, age, ethnicity and disability
- Ratio of foreign to local hires of low-skilled workers
Local Communities
Table 2.0: OCK’s List of Material Sustainability Matters
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ock Annual Report 2018
A Towering Vision
The material sustainability matters were then prioritised according to the weighted average method for the
importance to different stakeholder groups and an internal scale developed by the Sustainability Committee for
the importance to OCK’s EES impacts. This resulted in the Group’s Materiality Matrix being produced.
INFLUENCE ON STAKEHOLDER ASSESSMENTS AND DECISIONS
100%
Responsibility
90% Anti-Corruption
Procurement
Supply Chain Energy
80% Management
70% Water
Labour Practices
60%
Medium
40%
30%
20%
10%
SUSTAINABILITY STATEMENT
Low
0%
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Low Medium High
SIGNIFICANCE OF GROUP'S ECONOMIC, ENVIRONMENTAL AND SOCIAL IMPACTS
Sustainability Themes
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Procurement
As the telecommunications industry is highly localized, the Company focusses its procurement activities towards
local vendors. During the reporting period, the Group’s main subsidiary, OCK Setia Engineering, has utilized 100%
of its procurement budget to locate, evaluate and engage local suppliers and vendors that have a strong
service record, free from reputational issues and capable of turning around quality work at agreed schedules
of delivery.
As a matter of business sustainability, the Group is continuously looking for local suppliers and vendors as this is
the Group’s strategy in keeping a price-competitive solution while supporting the local economy through job
creation and sustained economic activity.
Product & Services Responsibility
The Company’s main consideration of this material sustainability matter takes into account both the environmental
and social impacts of the TowerCo business in Malaysia.
Environmental Impact
At the beginning of the telecommunications towers’ lifecycle, the site location, construction and setting-up of
the towers do not present an environmental hazard to any of its immediate surroundings. During the service
lifetime of the towers, there are no emissions, effluents or waste generated. Due to this, there is no threat to the
environment and these proposed environmental themes were removed from consideration.
At the end of the towers’ lifecycle, where decommissioning happens, the material used for the tower is sold as
scrap to local waste recycling centres and they do not dispose of the waste by means of landfill.
In terms of innovation to reduce impact, the Company has done retrofitting or modification to fit new client
requirements. This upcycling of towers prolongs the natural lifespan and reduces waste to be scrapped. With
the consumption of energy during the operational service period seen as a balance that can be offset, the
SUSTAINABILITY STATEMENT
Company generates renewable solar energy from its photovoltaic (PV) grid which is discussed further in the
Energy section of this report (Page 44).
Social Impact - Customers
As with any business entity, customers are very important to the Group and an impartial feedback mechanism
has been adopted to address the complaints of customers and managing our relationship with them. This
feedback mechanism takes the form of Client Evaluation Forms and periodic interaction with key customers
during service contract renewals. From this feedback, we improve our service levels and implement changes to
operations, enabling product and service excellence.
Social Impact - Cybersecurity
The Company views technology and data privacy as a very important asset to be guarded. Hence the risks of
cyberattacks being hindered is pivotal to the Company’s cybersecurity infrastructure. To manage the Group’s
cybersecurity, key Information Technology (“IT”) officers are sent for training to embed and improve their skills in
handling cybersecurity issues.
While there have been no incidences of breaches in the form of malware, ransomware, hacking or any other
cyberattacks to compromise the security of our database, the Company’s IT Department carries out routine IT
Audits to ensure compliance with the Company’s cybersecurity standards. A random IT Audit is performed every
year as a form of assurance that Company assets are given an IT health check and are not exposed to risks
arising from unauthorised software usage.
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Water
In 2018, the total amount of water used at Group level was at 3,518 m3 amounting to RM8,122.66 spent. This
is an increase of RM1,612.34 or 623m3 and is attributed mainly to new premises being added to the Group’s
operations base.
300
250
200
150
100
50
0
1 2 3 4 5 6 7 8 9 10 11 12
Months
2017 2018
SUSTAINABILITY STATEMENT
While the Group has not initiated policies for water conservation, as a responsible corporation, it intends to look
into water management and study the appropriate water conservation efforts moving forward.
Energy
Consumption of electricity in 2018 for the Group stood at 182,205 kWh amounting to RM92,498.06 and similarly
due to expansion within the Group’s operations base, consumption grew by RM2,861.78 or 580 kWh.
15,000
Volume (kWh)
10,000
5,000
0
1 2 3 4 5 6 7 8 9 10 11 12
Months
2017 2018
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Of particular note is the Group’s increase in energy demand did not spike as the Group’s reliance on the
national grid is supplemented by its abilities to power its operations with renewable energy. The Group owns
and operates a renewable energy division through its Photovoltaic (PV) grid. This aids the Group in energy
conservation as is evident in Chart 4.0 where 5 out of 12 months show a visible reduction in the amount of energy
used. Although this business unit does not fall within the scope of the Sustainability Report, it is worth mentioning
as it makes an impact on the Group’s overall Energy Management Plan (“EMP”).
Further to this, the Group practices energy conservation efforts such as switching off its HVAC systems and lights
when not in use such as during lunch times and after office hours. Along with the renewable energy generation,
the Group’s energy conservation efforts are intended to generate more savings for the business going forward.
SUSTAINABILITY STATEMENT
policy as defined under ISO 9001:2015, Clauses 8.3 and 8.5.2 respectively.
At the end of the service contract period, there will be a supplier and vendor audit for both environmental and
operational excellence. At any point during the service period, if the supplier or vendor is found to be non-
compliant in any area pertaining to environmental or operational issues, it may result in termination of contract
to them and loss of business to the particular vendor going forward.
Satisfactory performance of suppliers and vendors are discussed with them annually during the annual review
period. In this engagement, the Group’s feedback to the suppliers and vendors are taken onboard to ensure
further improvements to the service or products provided.
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ock Annual Report 2018
A Towering Vision
Employees by Gender
450 Employees by Gender
400
450
350
400
300
350
250
300
200
250
150
200
100
150
50
100
0
50
BOD Management Workforce
0
BOD Management
Female Male Workforce
Female Male
Chart 5.0: Employee diversity by Gender
250
300
Employees
200
250
Employees
150
200
100
150
50
100
0
50
18-20 21-30 31-40 41-50 51-60 61-70
0
18-20 21-30 Age Group
31-40 41-50 51-60 61-70
Age Group
BOD Management Workforce
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Employees by Ethnicity
450
400
Employees (No)
350
300
250
200
150
100
50
0
Malay Chinese Indian Others Foreigners
Ethnicity
BOD Management Workforce
SUSTAINABILITY STATEMENT
Malaysia’s Occupational Safety and Health Act (“OSHA”) 1994 is the main framework on which the Company’s
Occupational Safety & Health provisions are based upon. In 2018, a total of 166 employees underwent safety
training, corresponding to 24.5% of the entire workforce in the group. The main forms of training were provided
by the National Institute of Occupational Safety and Health (“NIOSH”), an agency under the Ministry of Human
Resources, and were largely for technical staff or those engaged in fieldwork.
In the year under review, there were a total of 4 claims for work-related injuries, including one that was later
withdrawn, but there were no fatalities or total permanent disabilities (“TPD”) recorded. The rate of accidents
in 2018 was at 0.6% and this is considered low by industry standards. In terms of frequency, the reported cases
happened over four different quarters, which is one case per quarter. The Company will work even harder with
employees to reduce this amount as it aims to be an accident-free workplace going forward.
Labour Practices
The Group has adopted a 10-point approach to provide and respect fundamental human rights and safeguard
against any violation of human rights. In this approach, the Group provides for freedom from forced labour and
child labour, adherence to minimum wages and fair compensation as well as reasonable working hours as per
stipulated by Labour Law.
The working environment provided by the Group is anti-discriminatory and anti-harassment, safe and healthy,
and above all ethical in conduct. Employees are not restricted from unionising and afforded freedom of
association as per local laws and practice.
In addition to this, all employee benefits provided by the Group are above minimum statutory requirements and
includes healthcare and insurance coverage, leaves, statutory payment, career development and bonuses.
In this regard, remuneration packages are determined by the employees’ experience, expertise, qualifications
and job level.
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ock Annual Report 2018
A Towering Vision
574
Employees
External
6,456 Training
Training
Hours
145
Employees
Internal
Training 624
Training
Hours
11
External Average
Training
Training per
4 Internal Employee
Training
SUSTAINABILITY STATEMENT
48
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Employee Turnover
While the Company manages attrition rate to keep it low, the contraction of workforce in 2018 has resulted in a
contraction of attrition in workforce. At the board level, there has been no turnover and the movement of staff
in 2018 is best represented below:
Total
Total Turnover
Turnover by
by Age
Age Group
Group
61-70
61-70
51-60
51-60
Group
AgeGroup
41-50
41-50
31-40
31-40
Age
21-30
21-30
18-20
18-20
-20 -15 -10 -5 0 5 10
-20 -15 -10 -5 0 5 10
Total
Total (No)
(No)
Management Workforce
Management Workforce
SUSTAINABILITY STATEMENT
Chart 8.0: Total employee turnover by Age Group
Turnover
Turnover Rate
Rate by
by Age
Age Group
Group
Total
Total
61-70
61-70
Group
51-60
AgeGroup
51-60
41-50
41-50
Age
31-40
31-40
21-30
21-30
18-20
18-20
-0.6 -0.5 -0.4 -0.3 -0.2 -0.1 0
-0.6 -0.5 -0.4 -0.3 -0.2 -0.1 0
Turnover
Turnover Rate
Rate (Ratio)
(Ratio)
Workforce Management
Workforce Management
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ock Annual Report 2018
A Towering Vision
Workforce
Management
Management
-50 -40 -30 -20 -10 0 10
Total (No)
-50 -40 -30 -20 -10 0 10
Male Female
Total (No)
Chart 10.0: Total employee turnover by Gender
Male Female
Workforce
Management
Management
-0.3 -0.25 -0.2 -0.15 -0.1 -0.05 0
Rate of Turnover
-0.3 -0.25 -0.2 -0.15 -0.1 -0.05 0
Male Female
Rate of Turnover
Male Female
Local Communities
Over the years of OCK’s establishment, the Company has played an important part as a caring and responsible
corporate citizen. The year 2018 was a continuation of the Group’s efforts in bringing care and a sustainable
future to the communities in which the Group operates.
A total of RM39,478.50 was pledged to third-party external beneficiaries which includes Hospital USM, Kelantan’s
Ronald McDonald Trust for Children as well as charity events and CSR sponsorship.
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The Group also undertakes direct community engagement through sponsorship of reading programmes and
feeding programmes at local primary schools. The Group invested a total of RM20,000. Details of the programmes
sponsored by the Group are:
SUSTAINABILITY STATEMENT
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ock Annual Report 2018
A Towering Vision
In addition to the donations, sponsorships and pledges, the Group embarked on a green mission through its Tree
Huggers Volunteer Planting in coordination with the Free Tree Society in Bangsar to plant a total of 45 trees. This
initiative took place in July and saw the participation of 15 of the group’s employees.
SUSTAINABILITY STATEMENT
Between July-December 2018, the Group also launched a recycling campaign at its headquarters. Employees
helped organise removal of recycled waste such as paperboards and cardboard boxes and other office
waste which were removed by a third-party recycling plant. The amount of paper, metal and plastics recycled
amounted to 1,000 kg and raised a total of RM400 from the sale to the third-party recycling plant. With this
the Group is able to reduce its environmental impact in addition to reusing the proceeds for other employee
welfare activities.
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corporate governance
overview statement
The Board of Directors (“Board”) of OCK Group Berhad (“OCK” or “the Company”) is committed to uphold the high
standards of corporate governance throughout OCK and its subsidiaries (“the Group”) with the ultimate objective
of realising long-term shareholder value while taking into account the interest of other stakeholders. This Corporate
Governance Overview Statement sets out the extent to which the Company has applied the practices encapsulated
in the Principles of the Malaysian Code on Corporate Governance (“MCCG”) except where stated otherwise.
Details of the Group’s application of each practices set out in the MCCG are disclosed in the Corporate Governance
Report, which is available on the Group’s website at www.ock.com.my.
I. Board Responsibilities
The Board is responsible and is accountable to shareholders for managing the business of the Group. The
Board retains full and effective controls of the Company and is committed to take full responsibility for the
overall corporate governance of the Group, including its strategic business direction and overall wellbeing.
FINANCIAL STATEMENTS
The Board has retained for itself decisions in respect of matters significant to the Group’s business
operations which include the approval of key corporate plans, major business transactions involving either
the acquisitions or disposal of business, interests and/or assets, consideration of significant financial matters
and announcements of financial results, appointments to the Board and control structure within the Group.
In performing its duties, the Board is guided by the Board Charter that sets out amongst others its roles,
composition, responsibilities, powers, board committees and board meeting procedures. The key elements of
governance principles embedded in the Board Charter regulate the Board’s conducts and guide the business
strategic initiative of the Group. The Board Charter was reviewed and updated during the financial year and
is available on the Company’s website at www.ock.com.my.
The Board has established three (3) Board Committees, namely Audit and Risk Management Committee,
Nomination Committee and Remuneration Committee that are delegated with specific responsibilities and
authorities to assist the Board in executing its duties and to provide the Board with recommendations and
advice. The delegation of authority to the Committees enables the Board to achieve operational efficiency, by
empowering each Committee to review, report and make recommendations to the Board on matters relevant
to their roles and responsibilities. Each Committee is governed by its own Terms of Reference which sets out
its functions and duties, composition, rights and meeting procedures. These Terms of Reference are reviewed
annually in accordance with the needs of the Company and taking into account the changes in the business,
governance and legal environment that may have an impact on the discharge of the Committees’ duties and
responsibilities.
The Chairmen of the various committees will report to the Board the outcome of the Committee meetings
which will be recorded in the minutes of the Board meeting. The ultimate responsibility for decision making,
however, lies with the Board.
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Company Secretary
The Board is supported by a qualified and competent Company Secretary who provide advice and regularly
update the Board on good governance, board policies and procedures, administrative matters and corporate
compliances. All Directors have unhindered access to the advice and services of the Company Secretary,
whose appointment and removal is a matter of the Board as a whole.
The Company Secretary also ensures that the Board is kept well informed on any regulatory requirements and
update on the developments in the area of corporate governance that affect the duties and responsibilities of
the Directors as well as the Company being a public listed company. In this respect, the Company Secretary
has attended training and seminars conducted by relevant regulatories to keep abreast with the relevant
updates on statutory and regulatory requirements and updates on the Main Market Lisitng Requirements
(“MMLR”) of Bursa Securities.
The Company Secretary also serves notice to the Directors and Principal Officers to notify them of closed
periods for trading in the Company’s shares, in accordance with Chapter 14 of the MMLR of Bursa Securities.
Deliberations during the Board and Board Committees’ meetings were properly minuted and documented
by the Company Secretary.
In order to manage the Group’s business effectively, the Board meets on a quarterly basis to review the
Group’s financial and operational results, major investments, report from various Board Committees, related
party transactions, strategic decisions and the overall direction of the Group. Additional meetings may be
convened when urgent and important decision needs to be taken between the scheduled meetings. All the
Directors had committed their time to the board meetings held during the financial year. Prior to the meetings,
notice of agenda together with previous minutes and other relevant information were circulated to all directors
on a timely basis in order to enable the directors to be well informed and briefed before the meetings.
Besides board meetings, the Board also exercises control on matters that require its approval through the
circulation of resolutions.
All the Directors have full and free access to all relevant Company’s information, access to management and
may obtain independent professional advice at the Company’s expense that are deemed necessary to carry
out their duties, subject to prior consultation with the Chairman.
The External Auditors also briefed the Board members on the latest Malaysian Financial Reporting Standards
that would affect the Group’s financial statements during the year.
Good governance at all levels is essential for sustainable development. The Board is committed to embrace
the highest standards of corporate governance practices and ethical standard throughout the Group.
In this respect, the Group has established a Code of Ethics and Code of Conduct to provide direction and
guidance to all Directors, Senior Management, employees and external parties in the discharge of their duties
and responsibilities that will be in the best interest of the Group. The Code of Ethics and Conduct had been
uploaded on the Company’s website at www.ock.com.my.
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Whistle-blowing Policy
The Board is committed to achieve and maintaining high standards of corporate governance practices across
the Group. A Whistle-blowing policy is implemented to provide a channel to enable Directors, Employees,
Shareholders, Vendors or any parties with a business relationship with the Group with an avenue to report
suspected wrongdoings that may adversely impact the Group. The Company treats all reports in a confidential
manner and at the same time provides protection to anyone who reports such concerns in good faith.
Further details pertaining to the Whistle-blowing Policy can be found at the Company’s website.
The Board recognizes the importance of having a diverse Board in terms of age, ethnicity and gender as this,
provides the necessary range of perspectives, experience and expertise in bringing value to the Company
and achieve effective stewardship.
FINANCIAL STATEMENTS
The present Board of nine (9) Directors is made up of one (1) Independent Non-Executive Chairman, four (4)
Executive Directors, one (1) Chief Executive Officer, two (2) Independent Non-Executive Directors, and one
(1) Non-Independent Non-Executive Director.
The Executive Directors are responsible for the making of the day-to-day business and operational decisions
and implementation of Board policies. There is a clear division of duties and responsibilities amongst them
in order to maintain a balance of control, power and authority within the Management.
The Independent Non-Executive Directors are responsible in exercising independent judgement and to act
in the best interests of the Group in ensuring that decisions made by the Board are deliberated fully and
objectively with regard to the long-term interest of all stakeholders. They have declared themselves to be
independent from management and free of any relationship which could interfere with the exercise of their
independent judgement and objective participation and decision making process of the Board.
The Non-Independent Non-Executive Director acts as a bridge between Management and stakeholders,
particularly, shareholders. He provides relevant checks and balances and ensures that high standards of
Corporate Governance are applied.
The Board is confident that its current size and composition reflects an appropriate balance of Executive and
Non-Executive Directors which is adequate for the scope and nature of the Group’s business and operations.
The Company currently does not have a policy to limit the tenure of its Independent Directors to nine (9)
years. At this juncture, none of the Independent Director of the Group has exceeded a cumulative term of
nine (9) years. The Board believes that the length of service on the Board did not impair the objectivity of
these Independent Directors. Moreover, the Independent Directors had made significant contributions to the
Board in view of their sufficient breadth of understanding of the Group’s activities and corporate history that
will continue to add value to the Board.
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The Board and the Nomination Committee take into account the current diversity in the skills, experience, age,
race/ethnicity (cultural background) and nationality of the existing Board in seeking potential candidate(s).
The Committee has the responsibility to ensure that the Board comprises suitably qualified members that
demonstrate appropriate qualities and experience that contribute to the effective oversight and stewardship.
During the financial year, no new Director was appointed. The Board decided to maintain the optimum Board
size at 9 based on the review of the Board composition in 2018. The optimal size would enable effective
oversight, delegation of responsibilities and productive discussions amongst members of the Board.
Gender Diversity
The Board is committed to maintain an appropriate balance in terms of diversity in experience, skills,
competence, caliber and gender in order to have balanced, comprehensive and thorough decision makings. The
Board consists of members with a broad range of skills, well-rounded experience and knowledge in different
fields relevant to oversee the business. The Board ensures that each member has a proper understanding of
the Group’s business and competence to deal with current and emerging issues of the Group.
The Board has no specific policy on gender and age for candidates to be appointed to the Board. The evaluation
of the suitability of candidates is based on the candidates’ competency, character, time commitment, integrity
and experience in meeting the needs of the Company. The Nomination Committee, will however continue
to take steps to ensure that gender and age of the candidates will be taken into consideration as part of its
recruitment exercise.
Nomination Committee
The Board has established a Nomination Committee to provide advice and assistance to the Board in matters
relating to appointment of new Directors, board composition, training program and performance evaluation
on effectiveness of the Board, Board Committees and individual directors. Full details of the Nomination
Committee’s duties and responsibilities are stated in its Term of Reference which is available on the Company’s
website.
The Nomination Committee comprises exclusively of Independent Non-Executive Directors and chaired by
the Senior Independent Director. The Committee meets as and when required, at least once a year. During
the financial year, one (1) meeting was carried out, with attendance as follows:
No. of
Name of Director Designation Meetings Attended
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During the financial year, the Nomination Committee had carried out the following activities:
(a) Assessed the performance of the Board, Board Committees and individual Director, including the term
of office and performance of the Audit Committee and each of its members;
(b) Assessed the independence of all three (3) Independent Directors whose tenure had exceeded a nine
(9) year term;
(c) Reviewed the performance of retiring Directors and recommended them to the Board for re-election at
the forthcoming AGM;
(d) Reviewed the position of the Senior Independent Director and recommended the same to the Board;
(e) Reviewed the size of the Board against the size of the Group and the complexity of the business to
assess the impact of the number upon its effectiveness;
(f) Reviewed and assessed the performance of the key Senior Management;
(g) Ensure all Directors receive appropriate continuous training programmes;
(h) Leads the succession planning and appointment of new Audit and Risk Management Committee’s
FINANCIAL STATEMENTS
chairman and new Chief Executive Officer;
(i) Reviewed and updated the Director’s Recruitment Criteria and Process; and
(j) Reviewed and updated its Term of Reference pursuant to the new MCCG.
The Nomination Committee annually performs a board self-evaluation to evaluate the performance of the
Board, Board Committees and individual Directors, in order to verify that the Board is operating effectively
and efficiently as a whole. Each Director completed a detailed questionnaire in the Directors’ Performance
Evaluation which covered matters relevant to the Board performance, among other things, contribution to
interaction, quality of input, understanding of role and personal developments. An evaluation of each Board
Committee was done by assessing the structure, roles and responsibilities, performance of the respective
Chairman, as well as Committee’s performance against its Term of Reference. The assessment was internally
facilitated, whereby results of the assessments had been compiled, documented and reported to the Board
accordingly, as part of the Company’s ongoing corporate governance practices.
Based on the assessment carried out during the financial year, the Nomination Committee had concluded
the following:-
(a) The Board was found to be competent and had a dynamic and balanced mix of skills and experience
wherein the Directors were able to contribute effectively to the Board’s decision-making process.
(b) The current structure, size and composition of the Board, which comprises people who possess a wide
range of expertise and experience in various fields with diverse backgrounds and specialisations, would
enable the Board to lead and manage the Company effectively.
(c) The Directors had discharged their responsibilities in a commendable manner, acted competently,
contributed effectively to the Board and demonstrated full commitment to their duties as Directors.
(d) The Board and Board Committees had contributed positively to the Company and its subsidiaries and
were operating in an effective manner.
(e) The Board Chairman had performed in an excellent manner and contributed to the Board.
(f) The performances of the Board Committees were found to be effective.
The Board recognized the importance of continuous training to remain abreast of the latest developments
in related industry and changes to the regulatory environment. The assessment on individual directors also
provided the Board with valuable insights into training and development needs of each Director, to ensure
that each Board member’s contribution to the Board remains informed and relevant.
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During the financial year, all the Directors had participated in various training programs. Particulars of the
seminars and courses attended are as follows:
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Rear Admiral (R) Dato’ Mohd 11.07.2018 Business Transformation Using Capital
Som Bin Ibrahim Management Strategies
Chong Wai Yew 20.01.2018 Core Management Skills for Leaders
01.02.2018 Driving Employee Engagement Workshop
17.03.2018 uman Resource Management Skills for
H
Leaders
09.04.2018 Risk Management Awareness and Assessment
Workshop
21.04.2018 C
ontinuous Improvement & Risk Management
for Leaders
FINANCIAL STATEMENTS
19.05.2018 o Excuses Banking & Macroeconomics for
N
Leaders
III. Remuneration
Remuneration Policy
The Board has recognized the need to establish a fair and transparent Remuneration Policy with the objective
to guide the Group in attracting, retaining and motivating highly qualified individuals to serve on the Board and
key senior management. On a yearly basis, the Remuneration Committee reviewed and recommended to the
Board the remuneration packages of the Executive Directors, while the remuneration for the Non-Executive
Directors was determined by the Board as a whole. Fees and benefits payable to the Directors are subject to
approval by the shareholders at the Company’s AGM. The affected Directors had abstained from participation
in deliberations and decisions regarding their individual remuneration.
In making its recommendation, the Remuneration Committee considered the principles set out in the
Remuneration Policy. The remuneration was structured to align rewards to corporate and individual
performances besides adequately compensate the Directors for risks and complexities of the duties and
responsibilities they assumed. The Remuneration Committee also obtained data for similar roles of other
public listed companies in the same industry for comparison.
All Executive Directors and Key Senior Management are subject to an annual performance rating which serves
as a basis to determine their variable compensation payments. The Remuneration Policy also covers bonus
framework for the Executive Directors and Key Senior Management, which link their appraisal process to
specific reward and incentive outcomes. The appraisal process will assess the individual performance against
the Key Performance Indicator targets and competency capability in meeting the Group’s core values and
Leadership and Management Expectations.
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Remuneration Committee
The Remuneration Committee was established to assist the Board in developing remuneration policies and
procedures that enable the Group to attract, motivate and retain qualified Directors and key Senior Management
personnel. Full details of the functions and duties of the Remuneration Committee are stated in its Term of
Reference which is available on the Company’s website.
(a) Reviewed and assessed the performance and the remuneration package of the Executive Directors
and key Senior Management;
(b) Reviewed and assessed the Directors’ fees and benefits payable for the financial year ended 2018;
(c) Reviewed and updated its Term of Reference;
(d) Reviewed the Board Remuneration Policy; and
(e) Provide clarification to shareholders during general meetings on matters pertaining to remuneration of
directors and senior management.
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corporate governance
overview statement (Cont’d)
Remuneration of Directors
Pursuant to the respective service contracts with the Company and its subsidiaries, the remuneration packages
of the Executive Directors shall include a compensation payment amounting up to six (6) months of that
Director’s last drawn salary, in the event of loss of office.
Group Level
Salaries
Name of and Other EPF and Benefits
Directors Emoluments Bonus SOCSO in Kind Total
(RM’000) (RM’000) (RM’000) (RM’000) (RM’000)
Non-Executive Directors
FINANCIAL STATEMENTS
Dato’ Indera Syed 66 – – 17 83
Norulzaman Bin
Syed Kamarulzaman
Mahathir Bin Mahzan 54 – – – 54
YM Syed Hazrain bin 29 – – – 29
Syed Razlan Jamalullail
Rear Admiral (R) Dato’ 39 – – – 39
Mohd Som Bin Ibrahim
Executive Directors
Ooi Chin Khoon 963 140 132 28 1,263
Low Hock Keong 667 91 91 24 873
Abdul Halim Bin 360 58 50 13 481
Abdul Hamid
Chong Wai Yew 360 56 52 24 492
Chang Tan Chin 360 56 51 24 491
2,898 401 376 130 3,805
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Company Level
Salaries
Name of and Other EPF and Benefits
Directors Emoluments Bonus SOCSO in Kind Total
(RM’000) (RM’000) (RM’000) (RM’000) (RM’000)
Non-Executive Directors
Dato’ Indera Syed 66 – – 17 83
Norulzaman Bin Syed
Kamarulzaman
Mahathir Bin Mahzan 54 – – – 54
YM Syed Hazrain bin 29 – – – 29
Syed Razlan Jamalullail
Rear Admiral (R) Dato’ 39 – – – 39
Mohd Som Bin Ibrahim
Executive Directors
Ooi Chin Khoon 963 140 132 28 1,263
Low Hock Keong 667 91 91 24 873
Abdul Halim Bin 360 58 50 13 481
Abdul Hamid
Chong Wai Yew 3 – – – 3
Chang Tan Chin 3 – – – 3
2,184 289 273 82 2,828
(The details of senior management’s remuneration are not shown, as the Board considers the information of
the said remuneration to be sensitive and proprietary in view of the competitive nature of the human resource
market and to support the Company’s efforts in retaining executive talents. The Board is of the view that the
transparency and accountability aspects of corporate governance as applicable to senior management’s
remuneration are appropriately served by the disclosures in the RM50,000 bands. The total remuneration
paid to each senior management reflects the time and effort devoted to fulfil his or her responsibilities on the
Board and linked to the Group’s performance.)
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I. Audit Committee
The Chairman of the Audit Committee is not the Chairman of the Board. In addition, the Audit Committee
comprises wholly of Independent Non- Executive Directors. The Audit Committee Report is set out separately
in this Annual Report. Full details of the Audit Committee’s duties and responsibilities are stated in its Terms
of Reference which is available on the Company’s website.
The Group has always recognised the need to uphold independence. None of the members of the Board
were former key audit partners within the cooling-off period of two (2) years. Hence, there is no such person
being appointed as a member of the Audit Committee.
FINANCIAL STATEMENTS
The Board, through its Audit Committee maintains a formal and transparent relationship with its External
Auditors. The Board had delegated the responsibility to the Audit Committee for making recommendations on
the appointment, re-appointment or removal of the External Auditors as well as on their remunerations. The
Audit Committee ensured that the External Auditors work closely with the Internal Auditors to enhance the
effectiveness of the overall audit process. The Audit Committee assessed the performance and effectiveness
of the External Auditors annually, considering amongst others, their qualifications, effectiveness of the audit
process, quality of service and their independence.
In the course of their audit, the External Auditors presented for the Audit Committees review its 2018 Audit
Plan which outlined its engagement team, audit timeline, the areas of audit emphasis, and their focus on
key audit matters. The External Auditors also highlighted to the Audit Committee matters pertaining to the
financial reporting. During the financial year, the private meetings between them were held twice without the
presence of the Management and Executive Directors, to discuss any issues that may require the attention
of the Audit Committee.
The full details of the role of the Audit Committee in relation to the External Auditors is set out in the Audit
Committee Report of this Annual Report.
The Board is of the view that the system of internal control and risk management of the Group is sound and
sufficient to maintain effective governance and sharpens corporate strategy. Supported by the Management
and internal audit function, the Group complies with all applicable provisions of law and regulations and
appropriate risk management systems are in place throughout the Group.
Currently, the Board is assisted by the Audit Committee in fulfilling the oversight responsibilities of reviewing
the control systems in general and assessing the adequacy and effectiveness of the risk management and
internal control practices conducted by the Management. The Audit Committee and the management are
responsible to identify, evaluate and manage significant risks facing the organization in its businesses and
operations. To facilitate effective monitoring, the Board regularly receives reports from the Management on
any business risks related to its business activities that have impacted or likely to impact the Company from
achieving of its objectives and strategies.
Compliance relating to risk recognition and management is presented in the Group’s Statement on Risk
Management and Internal Control as set out separately in this Annual Report.
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The Group outsources its internal audit function to a professional services firm, IA Essential Sdn Bhd. The
Head of the Internal Auditors is a member of the Institute of Internal Auditors Malaysia and possesses the
skills, experience and competency to carry out the internal audit work effectively. The Internal Auditors provide
an independent evaluation on the effectiveness of the risk management, control and governance processes
in the Group. In addition, the Internal Auditors carry out a follow-up review on the issue raised in the previous
internal audit and to ensure that the proposed action plan has been implemented by the Management to
mitigate the risk exposure of the Group.
The independent internal audit function is reporting directly to the Audit Committee. To ensure that the
responsibilities of internal auditors are fully discharged, the Audit Committee reviews the adequacy of the
scope, functions and resources of the Internal Audit function as well as the competency of the Internal Auditors.
The scope of work covered by the internal audit function during the financial year, summary of activities carried
out, including its observations and recommendations, are provided in the Statement on Risk Management
and Internal Control and Audit Committee Report of this Annual Report.
The Group is committed to ensure that its communication with the shareholders and various stakeholders is
transparent, timely and with quality disclosure as each group of stakeholders expect a varying level of interaction
from the Board based on their differing levels of interest in the Company. They expect the Company to communicate
in a timely and open manner, adopts good corporate governance practices, prompt feedback and to engage
stakeholders when making significant decisions.
In this respect, the Group has designed an Investor Relations Website and an Investor Relations Privacy Policy
which provides guidance to the Management and employees on the Company’s disclosure requirements, handling
of material information, and in dealing with investors, analysts, media and the investing public. The Group also
maintains comprehensive control of all important corporate information and prohibits any insider trading by any
director or principal officer when he or she is in possession of price sensitive information.
Apart from that, the Group has in place the following initiatives to facilitate effective communication with its
shareholders:
a. Ensure the Annual Report consist of important information such as Management Discussion and Analysis,
financial statements, and information on the Audit Committee, Corporate Governance, Sustainability and
Corporate Social Responsibility, and Risk Management and Internal Control;
b. Timely announcements made to Bursa Securities via Bursa LINK, which include the release of financial
results on a quarterly basis, changes in substantial shareholder’s interest, changes in Boardroom and any
other matters. Concurrent with the release of financial results, all the announcements will be uploaded on
the Company’s website, and press releases forwarded to major newspapers and public media;
c. Attending to shareholders’ and investors’ emails and phone enquiries; and
d. The Company’s website at www.ock.com.my under Investor Relations section, which houses Board Charter,
annual reports, quarterly report announcements, press releases, analyst briefings, analyst coverage and other
corporate information.
Timely release of quarterly announcements and full year financial reports reflects the Board’s accountability to its
shareholders.
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Integrated Reporting
The nature and pace of change in businesses today have evolved over time and stakeholders are now placing
greater emphasis on the future performance and non-financial information of a company. In tandem with the growing
demand, the Company would consider adopting integrated reporting in the near future.
General meetings are the important platform for the shareholders to exercise their rights in the Company,
either in AGM or Extraordinary General Meetings.
Given the significance of general meetings, the notice of meeting together with the annual report is sent to the
shareholders at least 28 days prior to the AGM, so as to maximise their attendance and to provide sufficient
time to consider the resolutions that will be discussed and decided at the general meeting. Concurrently, the
notice of AGM is advertised in a nationally circulated English daily newspaper. In order to facilitate informed
FINANCIAL STATEMENTS
decision by the shareholders, notice of meeting is also accompanied by explanatory notes on the items of
business to further explain the nature of business of the meeting.
OCK’s AGM is an important means of communicating with its shareholders. It enables the shareholders to
interact directly with the Board and gain insights on the Company’s business and financial position. It serves
as a platform for shareholders to have a full understanding of the Company and of the Group.
Issues such as directors’ remuneration, financial performance, and company direction are key areas which
shareholders typically have a keen interest in. During the AGM, the Chairman ensures that shareholders are
given the opportunity to comment or raise issues and questions whether pertaining to issues on the agenda,
the annual report, Group’s strategy or developments in the Group. In this end, the communication between
Board and shareholders can be enriched.
The Chairman plays a vital role in fostering constructive dialogue between the Board and the shareholders.
All the members of the Board and the respective chairmen of the Board’s Committees are present at the
meetings to address queries raised by the shareholders which are relevant to their areas of responsibility. The
Company’s External Auditors also attend the AGM and are available to answer questions from the shareholders
pertaining to the audit matters and the auditor’s report.
Voting
In the event that shareholders are unable to attend the AGM in person, they are encouraged to appoint one
(1) or up to two (2) proxies to attend and vote in his/her stead. The outcome of the meeting is announced to
Bursa Securities on the same day, which is also accessible on the Company’s website.
The Company conducts a poll voting on each resolution tabled during the general meetings to support
shareholders participation. As the number of shareholders of the Company is not large, the Company currently
conducts a manual poll voting instead of electronic poll voting. With the poll voting, each shareholder present
in person or represented by proxy at the general meeting will be entitled to vote on a one-share, one-vote
basis. At least one (1) scrutineer is appointed to validate the votes cast at the meeting.
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The Board is committed to prepare the financial statements for each financial year which give a true and fair view
of the state of affairs, and of the results of the operations of the Group and of the Company for the financial year
then ended. As required by the Companies Act 2016 and the MMLR, the financial statements have been prepared in
accordance with applicable approved financial accounting standards. The Board has applied appropriate accounting
policies on a consistent basis and made judgements that are reasonable and prudent.
COMPLIANCE STATEMENT
The Board is satisfied that the Group has substantially complied with the majority of the practices of the MCCG
throughout the financial year. In pursuit of safeguarding the interest of the shareholders and other stakeholders, the
Board is committed and will continue to strengthen its application of the best practices in corporate governance.
This Corporate Governance Overview Statement is made in accordance with the resolution of the Board of Directors
dated 23 April 2019.
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The Audit and Risk Management Committee comprises three (3) members of the Board, all the whom are
Non-Executive Independent Directors. The members during financial year ended 31 December 2018 are as
follows:-
Designation
During the financial year, the Audit and Risk Management Committee conducted 5 meetings of which all were
duly convened with sufficient notices given to all Audit and Risk Management Committee members together
with the agenda, report and proposals for deliberation at the meetings. The Executive Director was invited to
FINANCIAL STATEMENTS
all Audit and Risk Management Committee meetings to facilitate direct communication as well as to provide
clarification on audit issues and the operations of the Group.
Representatives from the External Auditors and Internal Auditors, as the case may be, were in attendance to
present the relevant reports and proposals to the Audit and Risk Management Committee at the meetings
which included inter alia, the Auditors’ audit plans and audit reports and the audited financial statements for
the financial year ended 31 December 2018.
In the Audit and Risk Management Committee meetings, the external auditors were given opportunities to
raise any matters and gave unrestricted access to the external auditors to contact them at any time should
they become aware of incidents or matters during the course of their audits or reviews. Minutes of the Audit
and Risk Management Committee meetings were tabled for confirmation at the following Audit and Risk
Management Committee meeting and subsequently presented to the Board for notation.
Details of attendance of the Audit and Risk Management Committee members at the Audit and Risk
Management Committee meetings during the financial year are as follows:
Designation Attendance
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The Audit and Risk Management Committees’ activities during the financial year under review comprised the
following:-
• reviewed the audited financial statements of the Company prior to submission to the Directors for their
perusal and approval. This was to ensure compliance of the financial statements with the provisions
of the Companies Act, 2016 and the applicable approved accounting standards as per Malaysian
Accounting Standards Board; and
• reviewed the unaudited financial results before recommending them for Board’s approval, focusing
particularly on:-
External Auditors
• reviewed the external audit plan, outlining the audit scope, audit process and areas of emphasis based
on the external auditors’ presentation of audit plan;
• reviewed the external audit review memorandum and audit planning memorandum and the response
from the Management;
• consideration and recommendation to the Board for approval of the audit fees payable to the external
auditors;
• reviewed the performance and effectiveness of the external auditors in the provision of statutory audit
services and recommend to the Board for approval on the re-appointment of external auditors; and
• reviewed and evaluated the factors relating to the independence of the external auditors.
At the Audit and Risk Management Committee Meeting held on 23 April 2019, the Audit and Risk Management
Committee recommended to the Board for approval of the audit fee of RM370,700 in respect of the financial
year ended 31 December 2018.
The Board at its meeting held on 23 April 2019, approved the audit fee based on the recommendation of the
Audit and Risk Management Committee.
Internal Auditors
The Group outsources its Internal Audit Function to a professional services firm. The Internal Auditors were
engaged to conduct regular review and appraisals of the effectiveness of the governance, risk management
and internal control process within the Company and the Group.
The Internal Auditors report directly to the Audit Committee, the appointed Internal Auditors are given full
access to all the documents relating to the Company and Group’s governance, financial statements and
operational assessments.
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• The effectiveness of management control procedures and compliance with the operating instructions
in insurance coverage for Tools and Equipment including burglary and fire for OCK Setia Engineering
Sdn. Bhd (“OCKSE”);
• The effectiveness of management control procedures and compliance with the operating instructions in
Equipment Control Procedures (Requisition, issuance, return and transfer, safe keeping etc) for OCKSE;
• Compliance, monitoring of licensing for OCKSE, Firatel Sdn. Bhd. and OCK Telco Infra Sdn Bhd.;
• The effectiveness of Management control in Credit Control of OCKSE; and
• Follow up Audit Report on the above findings.
FINANCIAL STATEMENTS
At each quarterly meeting, the Audit and Risk Management Committee reviewed the Recurrent Related
Party Transactions (“RPT”) and conflict of interest situation that may arise within the Company and its Group
including any transaction, procedure or course of conduct that raises questions of Management integrity.
The Audit and Risk Management Committee review the RPT and conflict of interest situation presented by
the Management prior to the Company entering into such transaction. The Audit and Risk Management
Committee also ensure that the adequate oversight over the controls on the identification of the interested
parties and possible conflict of interest situation before entering into transaction.
The Audit and Risk Management Committee also requested the Internal Auditor to review the procedures
and transactions of the RPT carried out by the Group in the Financial Year Ended 31 December 2018. The
Internal Auditors’ report was presented to the Audit and Risk Management Committee in financial year 2019.
The purpose of the Internal Audit function is to provide the Board, through the Audit and Risk Management
Committee, with reasonable assurance of the effectiveness of the risk management, control and governance
processes in the Group. To ensure that the responsibilities of internal auditors are fully discharged, the Audit
and Risk Management Committee reviews the adequacy of the scope, functions and resources of the Internal
Audit function as well as the competency of the Internal Auditors.
The Internal Auditors also highlighted to the Audit and Risk Management Committee the audit findings which
required follow-up action by Management as well as outstanding audit issues which required corrective action
to ensure an adequate and effective internal control system within the Group.
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Pursuant to Paragraph 15.26(b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
(“Bursa Securities”), the Board of Directors of OCK Group Berhad is pleased to provide the following statement
on risk management and internal control of the Company and its subsidiaries (“the Group”). This statement is
prepared in accordance with the Statement on Risk Management and Internal Control: Guidelines for Directors of
Listed Issuers (“Guidelines”).
BOARD RESPONSIBILITIES
The Board acknowledges that risk management is an integral part of corporate governance and believes that its
focus on effective risk oversight is critical to set the right tone and culture towards effective risk management and
internal control.
Principally, the responsibilities of the Board as provided in the Guideline, for the governance of risk and controls
include:
• Reviewing the risk management framework, processes, responsibilities and assessing whether they provide
reasonable assurance that risk is managed within tolerable ranges.
Though risk is inherent in all business activities, it is not the Group’s objective to eliminate risk. Instead, the Board
wants a structural mean to be established by the management within the Group to identify, prioritise and manage
risks involved in the Group’s activities and to balance the cost of managing and treating risks, and the anticipated
benefits that will be derived from risks. Towards this end, the Board together with the management of the Group
continue to take measures to ensure that its risk management processes are effective to assist the Group to achieve
its corporate objectives.
The Group’s risk management is primarily driven by all Executive Directors and executed by the management. The
Executive Directors and the management identify, evaluate and manage significant risks facing the organisation in
its businesses and operations. Quarterly Board of Directors meetings are platform for the Board and top executives
to review and ensure that the business operations are progressed in accordance with the objectives and targets.
When formulating the business strategy, the Board would consider and balance the risk and rewards of its strategies
in order to maximise the shareholders’ wealth.
The Group has processes for identifying, evaluating and managing the risks that affect the attainment of the Group’s
business objective and goal for year under review. As reported previously, in order to enhance the risk management
processes in the Group, a risk awareness and assessment workshop was conducted on 9 April 2018. The objective
of this workshop is to reinforce management awareness of risk management in the Group and to introduce risk
management processes and features according to the international recognised frameworks. This workshop was
attended by Board members, key management staff and heads of department. Going forward, the Group will
continue to conduct its risk assessment annually.
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In terms of the key control systems, the Group has defined management organisation chart outlining the management
responsibilities and hierarchical structure of reporting lines and accountability. Other key controls in the Group are:
(ii) Post-evaluation or suppliers or sub-contractors to ensure timely delivery of materials and/or services to
prevent the risk of delay in handing over of projects;
(iii) Insurances covering fire insurance, burglary insurance, machine and equipment insurance, tender/performance
bond insurance, contractor all risk insurance, workmen’s compensation insurance and personal accident
insurance to protect the assets and/or interests of the Group;
(iv) Safety and security measures to prevent theft, burglary and fire;
(v) Review of operating performance and segregation of duties in the management functions of the Group; and
(vi) ISO Quality Management System for project management processes ensuring compliance with customers’
security and safety requirements and minimisation of hazard risks during installation.
FINANCIAL STATEMENTS
THE REVIEW MECHANISM
(i) Presently, the independent review of the system of internal controls is undertaken by the Board through the
Audit Committee. The Audit Committee solicits feedback of the adequacy of risk management and internal
control from the internal auditors. The internal audit function is currently outsourced.
(ii) The internal auditor continues to independently, objectively and regularly review key processes, check
compliance with policies/procedures, evaluate the effectiveness of internal control, risk management and
governance process established by the management and/or the Board within the Group. It highlights significant
findings and corrective measures in respect of any non-compliance to the Audit Committee on a timely basis.
The annual audit plan, established primarily on a risk-based approach, is reviewed and approved by the Audit
Committee and updates are given to the Audit Committee from time to time.
(iii) Besides reviewing the system of internal controls, the Audit Committee also reviews the financial information
and reports produced by the management. In this case, the Audit Committee in consultation with the
management deliberates the integrity of the financial results, annual report and audited financial statements
and obtains feedback from external auditors on risks and controls related to the financial statements before
and after the completion of annual statutory financial audit.
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The responsibilities of management in respect of risk management as provided in the Guideline include:
(i) Identify risks relevant to the business of the Group and the achievement of its objectives and strategies;
(ii) Design, implement and monitor the risk management actions in accordance with the Group’s objective and
risk appetite;
(iii) Identify changes to risks or emerging risks, take actions as appropriate and report to the Board. Periodically,
management should report to the Board;
(iv) Report the business risks that have impacted or likely to impact the Group and the achievement of its objectives
and strategies; and
(v) Provide assurance on the effectiveness and adequacy of the risk management and internal control systems
in managing risks.
In concluding this Statement, the Board has received assurance from the Managing Director, Chief Executive Officer
(“CEO”), Chief Operating Officer (“COO”) and Chief Financial Officer (“CFO”) that the Group’s risk management and
internal control system is operating adequately and effectively in all material aspects.
For the financial year under review, there were no material losses resulting from significant control weaknesses. The
Board is also satisfied that the existing levels of system of risk management and internal controls including material
joint ventures and associated companies are effective to enable the Group to achieve its business objectives. The
Board continues to be committed toward maintaining a sound system of risk management and internal controls
and carrying out measures to strengthen these systems.
However, the Board wishes to point out that all risk management system and system of internal controls could
only manage rather than eliminate risks of failure to achieve business objectives. Therefore, these systems of risk
management and internal control in the Group provide only reasonable but not absolute assurance against material
misstatements, frauds and losses.
Pursuant to Paragraph 15.23 of Main Market Listing Requirement of Bursa Securities and AAPG 3, Guidance for
Auditors on Engagements to Report on the Statement on Risk Management and Internal Control, issued by Malaysia
Institute of Accountants, the External Auditors have performed a limited assurance engagement on the Statement
on Risk Management and Internal Control for the inclusion in this Annual Report for the financial year ended 31
December 2018. The External Auditors reported that nothing has come to their attention that could cause them to
believe that the Statement is not prepared, in all material aspects, in accordance with the disclosures required by
paragraphs 41 and 42 of the Guidelines to be set out, or is factually inaccurate.
This Statement on Risk Management and Internal Control is made in accordance with a resolution of the Board
dated 23 April 2019.
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additional compliance
information
(i) The annual audited financial statements of the Group and of the Company are drawn up in accordance with
applicable Financial Reporting Standards, the provisions of the Companies Act 2016 and the Main Market
Listing Requirement so as to give a true and fair view of the state of affairs of the Group and of the Company
for the financial year, and
(ii) Proper accounting and other records are kept which enable the preparation of the financial statements with
reasonable accuracy and taking reasonable steps to ensure that appropriate systems are in place to safeguard
the assets of the Group and to prevent and detect fraud and other irregularities.
In the preparation of the financial statements for the financial year ended 31 December 2018, the Directors have
adopted appropriate accounting policies and have applied them consistently in the financial statements with
reasonable and prudent judgments and estimates. The Directors are also satisfied that all relevant approved
accounting standards have been followed in the preparation of the financial statements.
FINANCIAL STATEMENTS
Utilisation of Proceeds
During the financial year, there were no proceeds raised from corporate proposals.
Material Contracts
No material contracts had been entered into for the financial year under review between the Group and the Directors
and/or Major Shareholders.
Details of transactions with related parties undertaken by the Group during the financial year under review are
disclosed in Note 35 to the Financial Statement.
During the financial year under review, the fees for External Auditors of the Group were RM809,370 in audit fees
and RM143,775 for non audit fees for services rendered by the External Auditors to the Group.
- None of the Directors has any family relationship with any Directors and/or major shareholders of the Company.
- None of the Directors has any conflict of interest with the Company or has any conviction for offences within
the past ten (10) years other than traffic offences, if any.
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OCK Annual Report 2018
FINANCIAL
STATEMENTS
75 DIRECTORS’ REPORT
80 Statements of Comprehensive Income
82 Statements of Financial Position
84 CONSOLIDATED Statement of Changes in Equity
88 Statement of Changes in Equity
89 Statements of Cash Flows
92 Notes to the Financial Statements
205 STATEMENT BY DIRECTORS
205 STATUTORY DECLARATION
206 INDEPENDENT AUDITORS’ REPORT
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directors’
report
DIRECTORS’ REPORT
The directors have pleasure in submitting their report together with the audited financial statements of the Group
and of the Company for the financial year ended 31 December 2018.
PRINCIPAL ACTIVITIES
The principal activity of the Company is investment holding. The principal activities of the subsidiaries are disclosed
in Note 15 to the financial statements. There have been no significant changes in the nature of these activities
during the financial year.
RESULTS
Group Company
RM’000 RM’000
FINANCIAL STATEMENTS
Attributable to:
Owners of the Company 24,276 5,754
Non-controlling interests 5,570 –
29,846 5,754
DIVIDENDS
The amount of dividend declared and paid by the Company since the end of the previous financial year were as
follows:
RM’000
Single-tier interim dividend of 1 sen per ordinary share in respect of the
financial year ended 31 December 2017, paid on 28 March 2018 8,715
The directors do not recommend the payment of any final dividends in respect of the current financial year.
There were no material transfers to or from reserves or provisions during the financial year other than those disclosed
in the financial statements.
Before the financial statements of the Group and of the Company were prepared, the directors took reasonable
steps to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance
for doubtful debts and had satisfied themselves that all known bad debts had been written off and that adequate
allowance had been made for doubtful debts.
At the date of this report, the directors are not aware of any circumstances which would render the amount written
off as bad debts or the amount of allowance for doubtful debts in the financial statements of the Group and of the
Company inadequate to any substantial extent.
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directors’
report (Cont’d)
CURRENT ASSETS
Before the financial statements of the Group and of the Company were prepared, the directors took reasonable steps
to ensure that any current assets which were unlikely to be realised in the ordinary course of business including
their values as shown in the accounting records of the Group and of the Company had been written down to an
amount which they might be expected so to realise.
At the date of this report, the directors are not aware of any circumstances which 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 method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
(i) any charge on the assets of the Group and of the Company which has arisen since the end of the financial
year which secures the liabilities of any other person; or
(ii) any contingent liabilities in respect of the Group or of the Company which has arisen since the end of the
financial year.
In the opinion of the directors, no contingent or other liability of the Group or 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 affect the ability of the Group or 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 which would render any amount stated in the financial
statements misleading.
(i) the results of the operations of the Group and of the Company for the financial year were not substantially
affected by any item, transaction or event of a material and unusual nature; and
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of
the financial year and the date of this report which is likely to affect substantially the results of the operations
of the Group and of the Company for the financial year in which this report is made.
During the financial year, no new issue of shares or debentures were made by the Company.
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directors’
report (Cont’d)
DIRECTORS
The directors in office during the financial year and during the period from the end of the financial year to the date
of the report are:
Other than as stated above, the names of the directors of the subsidiaries of the Company in office during the
financial year and during the period from the end of the financial year to the date of the report are:
FINANCIAL STATEMENTS
Foo See Liang
Lim Hooi Seeh
Chang Wan Siong
Teh Teong Poh
Teoh Ping Yong
Lee Kong Jin
Liew Kuat Keong
Hussin Bin Abu Bakar
Nora Binti Ismail
Mohamad Zulfikar Bin Ahmad
Baskaran A/L Raja Manickam
Chen Qiyuan, Julian
Omer Chappelart
Seet Wan Chi
Lee Jack Son
Sopian
Yuan Yuan
Song Soo Hwa
Chai Chee Tak
Tran Thi Phuong Thao
Devarshi Das
Nguyen Tri Ho (Appointed on 1 December 2018)
Craig Robert Martin (Resigned on 9 January 2018)
Yap Wai Khee (Resigned on 3 October 2018)
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ock Annual Report 2018
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directors’
report (Cont’d)
DIRECTORS’ INTERESTS
According to the Registers of Directors’ shareholding required to be kept by the Company under Section 59 of the
Companies Act 2016 in Malaysia, the interests of the directors in office at the end of the financial year in shares in
the Company and its related corporations during the financial year were as follows:
Direct interest
Indirect interest
Ooi Chin Khoon ² 322,883,525 9,297,600 – 332,181,125
Low Hock Keong ² 2,875,500 200,000 – 3,075,500
Direct interest
Ooi Chin Khoon ¹ 1,622,700 – – 1,622,700
Indirect interest
Ooi Chin Khoon ² 141,300 – – 141,300
¹ Deemed interested by virtue of Section 8 and Section 197 of the Companies Act 2016 in Malaysia.
² Deemed interested by virtue of Section 197 of the Companies Act 2016 in Malaysia.
Other than as stated above, none of the other directors in office at the end of the financial year had any interest in
the ordinary shares of the Company and its related corporations during the financial year.
DIRECTORS’ BENEFITS
Since the end of the previous financial year, no director of the Company has received or become entitled to receive
any benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable,
by the directors as disclosed in Note 8 to the financial statements) 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.
Neither during nor at the end of the financial year, was the Company a party to any arrangements where the 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.
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directors’
report (Cont’d)
During the financial year, the total amount of indemnity coverage and insurance premium paid for the directors and
officers of the Company were RM10,000,000 and RM13,300 respectively.
SUBSIDIARIES
The details of the Company’s subsidiaries are disclosed in Note 15 to the financial statements.
The directors regard Aliran Armada Sdn. Bhd., a company incorporated and domiciled in Malaysia, as the ultimate
holding company of the Company.
Details of significant events during the financial year are disclosed in Note 40 to the financial statements.
FINANCIAL STATEMENTS
SIGNIFICANT EVENTS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
Details of significant events subsequent to the end of the financial year are disclosed in Note 41 to the financial
statements.
AUDITORS’ REMUNERATION
The details of the auditors’ remuneration are disclosed in Note 8 to the financial statements.
AUDITORS
The auditors, Messrs Baker Tilly Monteiro Heng PLT (converted from a conventional partnership, Baker Tilly Monteiro
Heng on 5 March 2019), have expressed their willingness to continue in office.
This report was approved and signed on behalf of the Board of Directors in accordance with a resolution of the
directors:
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ock Annual Report 2018
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statements of
comprehensive income
for the financial year ended 31 December 2018
Group Company
2018 2017 2018 2017
Note RM’000 RM’000 RM’000 RM’000
Other comprehensive
income/(loss), net of tax
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statements of
comprehensive income
for the financial year ended 31 December 2018 (Cont’d)
Group Company
2018 2017 2018 2017
Note RM’000 RM’000 RM’000 RM’000
FINANCIAL STATEMENTS
- Basic 10 2.79 2.83
- Diluted 10 2.79 2.66
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ock Annual Report 2018
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statements of
financial position
as at 31 December 2018
Group Company
2018 2017 2018 2017
Note RM’000 RM’000 RM’000 RM’000
ASSETS
Non-Current Assets
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statements of
financial position
as at 31 December 2018 (Cont’d)
Group Company
2018 2017 2018 2017
Note RM’000 RM’000 RM’000 RM’000
FINANCIAL STATEMENTS
Total Equity 495,057 466,392 332,990 327,236
Liabilities
Non-Current Liabilities
342,675 200,039 – –
Current Liabilities
83
84
consolidated statement of
ock
changes in equity
for the financial year ended 31 December 2018
Foreign
Annual Report 2018
Group
As at 1 January 2017 87,147 157,150 (1,587) 4,405 (17,007) 84,136 – 100,619 414,863 49,038 463,901
Group
Realisation of revaluation
reserve 25 – – – (99) – – – 99 – – –
Total transactions with owners 8 – – – – (2) 546 (9,673) (9,121) (227) (9,348)
At 31 December 2017 244,305 – (18,633) 4,306 (17,007) 84,134 546 115,700 413,351 53,041 466,392
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FINANCIAL STATEMENTS
86
consolidated statement of
ock
changes in equity
for the financial year ended 31 December 2018 (Cont’d)
Foreign
Annual Report 2018
Group
As at 1 January 2018 244,305 – (18,633) 4,306 (17,007) 84,134 546 115,700 413,351 53,041 466,392
Group
Total transactions with owners – – (9) – – – 421 (537) (125) (2,327) (2,452)
At 31 December 2018 244,305 – (15,073) 4,207 (17,007) 84,134 967 139,535 441,068 53,989 495,057
87
The accompanying notes form an integral part of these financial statements.
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FINANCIAL STATEMENTS
ock Annual Report 2018
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statement of
changes in equity
for the financial year ended 31 December 2018
Company
88
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statements of
cash flows
for the financial year ended 31 December 2018
Group Company
2018 2017 2018 2017
Note RM’000 RM’000 RM’000 RM’000
Adjustments for:
Amortisation of intangible assets 13 2,679 2,945 – –
Bad debts written off 167 – – –
Depreciation of property, plant
and equipment 11 34,411 31,244 – –
Fair value (gain)/loss on derivative
instruments (4) 27 – –
Fair value gain on investment
properties 12 (1,000) (50) – –
Gain from bargain purchase 15 (32) – – –
Impairment losses on receivables 18 38 – 2,679 4,911
Interest expense 22,038 19,751 – 56
Income from short term cash
FINANCIAL STATEMENTS
investments (29) (79) (20) (8)
Interest income (3,731) (4,191) (12,529) (13,453)
Loss on waiver of debts – – 192 10
Net (gain)/loss on disposal of
property, plant and equipment (78) 27 – –
Net unrealised loss on foreign
exchange 173 406 – –
Share of results of associates 16 197 – – –
Property, plant and equipment
written off 11 363 296 – –
Provision for post employment
benefits 29 98 113 – –
Reversal of impairment losses
on receivable – – – (2,794)
Reversal of fair value gain on
derivatives – 174 – –
Unwinding effect on provision for
site restoration 139 – – –
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statements of
cash flows
for the financial year ended 31 December 2018 (Cont’d)
Group Company
2018 2017 2018 2017
Note RM’000 RM’000 RM’000 RM’000
90
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statements of
cash flows
for the financial year ended 31 December 2018 (Cont’d)
Group
2018 2017
RM’000 RM’000
Non-cash
Foreign
Cash exchange
Group 1.1.2018 flows Acquisition movement 31.12.2018
FINANCIAL STATEMENTS
RM’000 RM’000 RM’000 RM’000 RM’000
Company
Amounts owing to
subsidiaries 726 (726) – – –
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notes to the
financial statements
1. CORPORATE INFORMATION
The Company is a public listed company, incorporated and domiciled in Malaysia and is listed on the Main
Market of Bursa Malaysia Securities Berhad.
The principal activity of the Company is investment holding. The principal activities of its subsidiaries are
set out in Note 15 to the financial statements. There have been no significant changes in the nature of these
activities during the financial year.
The registered office of the Company is located at Level 2, Tower 1, Avenue 5, Bangsar South City, 59200
Kuala Lumpur.
The principal place of business of the Company is located at No. 18, Jalan Jurunilai U1/20, Sekysen U1,
Hicom Glenmarie Industrial Park, 40150 Shah Alam, Selangor Darul Ehsan.
The ultimate holding company of the Company is Aliran Armada Sdn. Bhd., a company incorporated and
domiciled in Malaysia.
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution
of the directors on 23 April 2019.
2. BASIS OF PREPARATION
The financial statements of the Group and of the Company have been prepared in accordance with the
Malaysian Financial Reporting Standards (“MFRSs”), the International Financial Reporting Standards
and the requirements of the Companies Act 2016 in Malaysia.
2.2 Adoption of new MFRSs, amendments/improvements to MFRSs and new IC Interpretation (“IC
Int”)
The Group and the Company have adopted the following new MFRSs, amendments/improvements to
MFRSs and new IC Int that are mandatory for the current financial year:
New MFRSs
MFRS 9 Financial Instruments
MFRS 15 Revenue from Contracts with Customers
Amendments/Improvements to MFRSs
MFRS 2 Share-based Payment
MFRS 4 Insurance Contracts
MFRS 128 Investments in Associates and Joint Ventures
MFRS 140 Investment Property
New IC Int
IC Int 22 Foreign Currency Transactions and Advance Consideration
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notes to the
financial statements (Cont’d)
2.2 Adoption of new MFRSs, amendments/improvements to MFRSs and new IC Interpretation (“IC
Int”) (Cont’d)
The adoption of the above new MFRSs, amendments/improvements to MFRSs and new IC Int did not
have any significant effect on the financial statements of the Group and of the Company, and did not
result in significant changes to the Group’s and the Company’s existing accounting policies, except for
those as discussed below.
MFRS 9 replaced the guidance of MFRS 139, Financial Instruments: Recognition and Measurement on
the classification and measurement of financial assets and liabilities, on impairment of financial assets,
and on hedge accounting.
• MFRS 9 introduces an approach for classification and measurement of financial assets which is
driven by cash flow characteristics and the business model in which an asset is held.
FINANCIAL STATEMENTS
In essence, if a financial asset is a simple debt instrument and the objective of the entity’s
business model within which it is held is to collect its contractual cash flows, the financial asset
is measured at amortised cost. In contrast, if that asset is held in a business model the objective
of which is achieved by both collecting contractual cash flows and selling financial assets, then
the financial asset is measured at fair value in the statements of financial position, and amortised
cost information is provided through profit or loss. If the business model is neither of these, then
fair value information is increasingly important, so it is provided both in the profit or loss and in
the statements of financial position.
• MFRS 9 introduces a new, expected-loss impairment model that will require more timely recognition
of expected credit losses which replaced the “incurred loss” model in MFRS 139. Specifically, this
Standard requires entities to account for expected credit losses from when financial instruments
are first recognised and to recognise full lifetime expected losses on a more timely basis. The
model requires an entity to recognise expected credit losses at all times and to update the amount
of expected credit losses recognised at each reporting date to reflect changes in the credit risk of
financial instruments. This model eliminates the threshold for the recognition of expected credit
losses, so that it is no longer necessary for a trigger event to have occurred before credit losses
are recognised. Trade receivables and contract assets that do not contain a significant financing
component shall always measure the loss allowance at an amount equal lifetime expected credit
losses.
The retrospective application of MFRS 9 does not require restatement of 2017 comparative financial
statements. As such, the Group and the Company have not restated the comparative information, which
continues to be reported under MFRS 139. The Group and the Company recognised any difference
between the carrying amount of financial instruments under MFRS 139 and the restated carrying amount
under MFRS 9 in the opening balance of retained earnings (or other equity components) of the annual
reporting period including the date of initial application i.e. 1 January 2018.
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notes to the
financial statements (Cont’d)
2.2 Adoption of new MFRSs, amendments/improvements to MFRSs and new IC Interpretation (“IC
Int”) (Cont’d)
The adoption of MFRS 9 resulted in changes in accounting policies and adjustments to the amounts
recognised in the financial statements. Other than the enhanced new disclosures relating to financial
instruments, which the Group and the Company have complied with in the current financial year, the
adoption of this standard does not have any significant effect on the financial statements of the Group
and the Company, except for those as discussed below.
The following are the changes in the classification of the Group’s and the Company’s financial
assets:
• Trade and other receivables, including refundable deposits previously classified as Loans
and Receivables under MFRS 139 as at 31 December 2017 are held to collect contractual
cash flows and give rise to cash flows representing solely payments of principal and interest.
Accordingly, these financial assets are classified and measured as debt instruments at
amortised cost beginning 1 January 2018.
In summary, upon the adoption of MFRS 9, the Group and the Company had the following required
or elected reclassifications as at 1 January 2018:
MFRS 9 measurement
category
Fair value
Amortised through
cost profit or loss
MFRS 139 measurement category RM’000 RM’000 RM’000
Financial assets
Group
Loans and receivables
Trade and other receivables, net of
non-refundable deposit, GST
refundable, advances to
sub-contractors and prepayments 293,460 293,460 –
Cash and short-term deposits 118,595 118,595 –
Company
Loans and receivables
Other receivables, net of prepayments 310,329 310,329 –
Cash and short-term deposits 493 493 –
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notes to the
financial statements (Cont’d)
2.2 Adoption of new MFRSs, amendments/improvements to MFRSs and new IC Interpretation (“IC
Int”) (Cont’d)
In summary, upon the adoption of MFRS 9, the Group and the Company had the following required
or elected reclassifications as at 1 January 2018: (Cont’d)
MFRS 9 measurement
category
Fair value
Amortised through
cost profit or loss
MFRS 139 measurement category RM’000 RM’000 RM’000
FINANCIAL STATEMENTS
Financial liabilities
Group
Other financial liabilities
Trade and other payables, net of GST
payable 162,304 162,304 –
Borrowings 448,293 448,293 –
610,603 610,597 6
Company
Other financial liabilities
Other payables, net of GST payable 9,750 9,750 –
(ii) Impairment
In previous financial years, trade and other receivables are impaired if, and only if, there is objective
evidence of impairment as a result of one or more events that occurred after initial recognition
of the receivables (a ‘loss event’) and that loss event (or events) has an impact on the estimated
future cash flows of the receivables (“incurred loss model”). Upon adoption of MFRS 9, the Group
and the Company are recording expected credit losses on all its trade and other receivables,
either on a 12-month or lifetime basis. Based on the assessment, the Group and the Company do
not recognise additional impairment losses on its trade and other receivables at the date of initial
application arising from application of simplified approach and general approach respectively to
reconcile the lifetime expected credit losses.
Other than as disclosed above, the adoption of MFRS 9 did not have any material impact on the financial
statements at the date of initial application.
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financial statements (Cont’d)
2.2 Adoption of new MFRSs, amendments/improvements to MFRSs and new IC Interpretation (“IC
Int”) (Cont’d)
The core principle of MFRS 15 is that an entity recognises revenue to depict the transfer of promised
goods or services to customers in an amount that reflects the consideration to which the entity expects
to be entitled in exchange for those goods or services. An entity recognises revenue in accordance
with the core principle by applying the following steps:
MFRS 15 also includes new disclosures that would result in an entity providing users of financial
statements about the nature, amount, timing and uncertainty of revenue and cash flows from contracts
with customers.
The following MFRSs and IC Interpretations will be withdrawn on the application of MFRS 15:
The Group and the Company have applied MFRS 15 in accordance with the modified transitional
approach, which involves not restating periods prior with the expedient in MFRS 15:C5(d) allowing
both non-disclosure of the amount of the transaction price allocated to the remaining performance
obligations, and an explanation of when it expects to recognise that amount as revenue for all reporting
periods presented before the date of initial application, i.e. 1 January 2018.
In accordance with MFRS 15, the Group and the Company recognise revenue when a performance
obligation is satisfied, which is when ‘control’ of provision of services underlying the particular
performance obligation is transferred to the customer and also accounted for any variable consideration
element against transaction price.
Other than the enhanced new disclosures relating to contracts with customers, which the Group and
the Company have complied with in the current financial year, the adoption of this standard does not
have any significant effect on the financial statements of the Group and the Company, except for those
as discussed below.
The Group has changed the presentation of certain amounts in the statements of financial position
to reflect the terminology of MFRS 15:
The adoption of MFRS 15 did not have any material impact on the financial statements of the Group
and of the Company.
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notes to the
financial statements (Cont’d)
2.3 New MFRSs, amendments/improvements to MFRSs, new IC Interpretation (“IC Int”) and
amendments to IC Int that have been issued, but yet to be effective
The Group and the Company have not adopted the following new MFRSs, amendments/improvements
to MFRSs, new IC Int and amendments to IC Int that have been issued, but yet to be effective:
Effective for
financial periods
beginning on
or after
New MFRSs
MFRS 16 Leases 1 January 2019
MFRS 17 Insurance Contracts 1 January 2021
Amendments/Improvements to MFRSs
MFRS 2 Share-based Payment 1 January 2020*
MFRS 3 Business Combinations 1 January 2019/
FINANCIAL STATEMENTS
1 January 2020*
MFRS 5 Non-current Assets Held for Sale and Discontinued Operations 1 January 2021#
MFRS 6 Exploration for and Evaluation of Mineral Resources 1 January 2020*
MFRS 7 Financial Instruments: Disclosures 1 January 2021#
MFRS 9 Financial Instruments 1 January 2019
MFRS 10 Consolidated Financial Statements Deferred
MFRS 11 Joint Arrangements 1 January 2019
MFRS 14 Regulatory Deferral Accounts 1 January 2020*
MFRS 15 Revenue from Contracts with Customers 1 January 2021#
MFRS 101 Presentation of Financial Statements 1 January 2020*
MFRS 107 Statements of Cash Flows 1 January 2021#
MFRS 108 Accounting Policies, Changes in Accounting Estimates and Error 1 January 2020*
MFRS 112 Income Taxes 1 January 2019
MFRS 116 Property, Plant and Equipment 1 January 2021#
MFRS 119 Employee Benefits 1 January 2019
MFRS 123 Borrowing Costs 1 January 2019
MFRS 128 Investments in Associates and Joint Ventures 1 January 2019/
Deferred
MFRS 132 Financial instruments: Presentation 1 January 2021#
MFRS 134 Interim Financial Reporting 1 January 2020*
MFRS 136 Impairment of Assets 1 January 2021#
MFRS 137 Provisions, Contingent Liabilities and Contingent Assets 1 January 2020*
MFRS 138 Intangible Assets 1 January 2020*
MFRS 140 Investment Property 1 January 2021#
New IC Int
IC Int 23 Uncertainty over Income Tax Treatments 1 January 2019
Amendments to IC Int
IC Int 12 Service Concession Arrangements 1 January 2020*
IC Int 19 Extinguishing Financial Liabilities with Equity Instruments 1 January 2020*
IC Int 20 Stripping Costs in the Production Phase of a Surface Mine 1 January 2020*
IC Int 22 Foreign Currency Transactions and Advance Consideration 1 January 2020*
IC Int 132 Intangible Assets – Web Site Costs 1 January 2020*
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financial statements (Cont’d)
2.3 New MFRSs, amendments/improvements to MFRSs, new IC Interpretation (“IC Int”) and
amendments to IC Int that have been issued, but yet to be effective (Cont’d)
2.3.1 The Group and the Company plan to adopt the above applicable new MFRSs, amendments/
improvements to MFRSs, new IC Int and amendments to IC Int when they become effective. A brief
discussion on the above significant new MFRSs, amendments/improvements to MFRSs, new IC Int
and amendments to IC Int are summarised below.
MFRS 16 Leases
Currently under MFRS 117 Leases, leases are classified either as finance leases or operating leases.
A lessee recognises on its statement of financial position assets and liabilities arising from the finance
leases.
MFRS 16 eliminates the distinction between finance and operating leases for lessees. All leases will be
brought onto its statement of financial position except for short-term and low value asset leases.
On initial adoption of MFRS 16, there may be impact on the accounting treatment for leases, which the
Group as a lessee currently accounts for as operating leases. On adoption of this standard, the Group
will be required to capitalise its rented premises and equipment on the statements of financial position
by recognising them as “rights-of-use” assets and their corresponding lease liabilities for the present
value of future lease payments.
The Group plans to adopt this standard when it becomes effective in the financial year beginning 1
January 2019 by applying the transitional provisions and include the required additional disclosures in
its financial statements of that year. The Group is likely electing the practical expedient not to reassess
whether a contract contains a lease at the date of initial application. Accordingly, existing lease contracts
that are still effective on 1 January 2019 will be accounted for as lease contracts under MFRS 16.
Amendments to MFRS 3 clarify that when an entity obtains control of a business that is a joint operation,
it remeasures previously held interests in that business. Amendments to MFRS 11 clarify that when
an entity obtains joint control of a business that is a joint operation, the entity does not remeasure
previously held interests in that business.
Amendments to MFRS 9 allow companies to measure prepayable financial assets with negative
compensation at amortised cost or at fair value through other comprehensive income if certain conditions
are met.
The Amendments also clarify that when a financial liability measured at amortised cost is modified
without this resulting in derecognition, a gain or loss should be recognised in profit or loss.
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notes to the
financial statements (Cont’d)
2.3 New MFRSs, amendments/improvements to MFRSs, new IC Interpretation (“IC Int”) and
amendments to IC Int that have been issued, but yet to be effective (Cont’d)
2.3.1 The Group and the Company plan to adopt the above applicable new MFRSs, amendments/
improvements to MFRSs, new IC Int and amendments to IC Int when they become effective. A brief
discussion on the above significant new MFRSs, amendments/improvements to MFRSs, new IC Int
and amendments to IC Int are summarised below. (Cont’d)
The main consequence of the amendments is that a full gain or loss is recognised when a transaction
involves a business, as defined in MFRS 3. A partial gain or loss is recognised when a transaction
involves assets that do not constitute a business.
FINANCIAL STATEMENTS
Amendments to MFRS 112 Income Taxes
Amendments to MFRS 112 clarify that an entity recognises the income tax consequences of dividends
in profit or loss because income tax consequences of dividends are linked more directly to past
transactions than to distributions to owners, except if the tax arises from a transaction which is a
business combination or is recognised in other comprehensive income or directly in equity.
Amendments to MFRS 119 require an entity to use updated actuarial assumptions to determine current
service cost and net interest for the remainder of the annual reporting period after the plan amendment,
curtailment or settlement when the entity remeasures its net defined benefit liability (asset).
Amendments to MFRS 123 clarify that when a qualifying asset is ready for its intended use or sale,
an entity treats any outstanding borrowing made specifically to obtain that qualifying asset as part of
general borrowings.
Amendments to MFRS 128 clarify that companies shall apply MFRS 9, including its impairment
requirements, to account for long-term interests in an associate or joint venture that, in substance,
form part of the net investment in the associate or joint to which the equity method is not applied.
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notes to the
financial statements (Cont’d)
2.3 New MFRSs, amendments/improvements to MFRSs, new IC Interpretation (“IC Int”) and
amendments to IC Int that have been issued, but yet to be effective (Cont’d)
2.3.1 The Group and the Company plan to adopt the above applicable new MFRSs, amendments/
improvements to MFRSs, new IC Int and amendments to IC Int when they become effective. A brief
discussion on the above significant new MFRSs, amendments/improvements to MFRSs, new IC Int
and amendments to IC Int are summarised below. (Cont’d)
IC Int 23 clarifies that where there is uncertainty over income tax treatments, an entity shall:
(i) assume that a taxation authority will examine amounts it has a right to examine and have full
knowledge of all related information when making those examinations.
(ii) reflect the effect of uncertainty in determining the related tax position (using either the most likely
amount or the expected value method) if it concludes it is not probable that the taxation authority
will accept an uncertain tax treatment.
The Malaysian Accounting Standards Board has issued a revised Conceptual Framework for Financial
Reporting and amendments to fourteen Standards under the Malaysian Financial Reporting Standards
Framework on 30 April 2018.
The revised Conceptual Framework comprises a comprehensive set of concepts of financial reporting. It
is built on the previous version of the Conceptual Framework issued in 2011. The changes to the chapters
on the objective of financial reporting and qualitative characteristics of useful financial information are
limited, but with improved wordings to give more prominence to the importance of providing information
need to assess management’s stewardship of the entity’s economic resources.
Other improvements of the revised Conceptual Framework include a new chapter on measurement,
guidance on reporting financial performance, improved definitions and guidance – in particular
the definition of a liability – and clarifications in important areas, such as the role of prudence and
measurement uncertainty in financial reporting.
The Amendments to the fourteen Standards are to update the references and quotations in these
Standards which include MFRS 2, MFRS 3, MFRS 6, MFRS 14, MFRS 101, MFRS 108, MFRS 134,
MFRS 137, MFRS 138, IC Int 12, IC Int 19, IC Int 20, IC Int 22 and IC Int 132.
2.3.2 The Group and the Company are currently performing a detailed analysis to determine the election
of the practical expedients and to quantify the financial effects arising from the adoption of the new
MFRSs, amendments/improvements to MFRSs, new IC Int and amendments to IC Int.
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notes to the
financial statements (Cont’d)
The individual financial statements of each entity in the Group are measured using the currency of the
primary economic environment in which the entity operates (“the functional currency”). The consolidated
financial statements are presented in Ringgit Malaysia (“RM”), which is also the Company’s functional
currency, and has been rounded to the nearest RM’000, unless otherwise stated.
The financial statements of the Group and of the Company have been prepared on the historical cost
basis, except as otherwise disclosed in Note 3.
The preparation of financial statements in conformity with MFRSs requires the use of certain critical
accounting estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial statements, and the reported
amounts of the revenue and expenses during the reporting period. It also requires directors to exercise
FINANCIAL STATEMENTS
their judgement in the process of applying the Group’s and the Company’s accounting policies. Although
these estimates and judgement are based on the directors’ best knowledge of current events and
actions, actual results may differ.
The areas involving a higher degree of judgement or complexity, or areas where assumptions and
estimates that are significant to the Group’s and the Company’s financial statements are disclosed in
Note 4.
Unless otherwise stated, the following accounting policies have been applied consistently to all the financial
years presented in the financial statements of the Group and of the Company.
The consolidated financial statements comprise the financial statements of the Company and its
subsidiaries. The financial statements of the subsidiaries used in the preparation of the consolidated
financial statements are prepared for the same reporting date as the Company. Consistent accounting
policies are applied to like transactions and events in similar circumstances.
Subsidiaries are entities (including structured entities) over which the Group is exposed, or has
rights, to variable returns from its involvement with the acquirees and has the ability to affect
those returns through its power over the acquirees.
The financial statements of subsidiaries are included in the consolidated financial statements
from the date the Group obtains control of the acquirees until the date the Group loses control
of the acquirees.
The Group applies the acquisition method to account for business combinations from the
acquisition date.
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financial statements (Cont’d)
For a new acquisition, goodwill is initially measured at cost, being the excess of the following:
• the fair value of the consideration transferred, calculated as the sum of the acquisition-date
fair value of assets transferred (including contingent consideration), the liabilities incurred
to former owners of the acquiree and the equity instruments issued by the Group. Any
amounts that relate to pre-existing relationships or other arrangements before or during
the negotiations for the business combination, that are not part of the exchange for the
acquiree, will be excluded from the business combination accounting and be accounted
for separately; plus
• the recognised amount of any non-controlling interests in the acquiree either at fair value
or at the proportionate share of the acquiree’s identifiable net assets at the acquisition date
(the choice of measurement basis is made on an acquisition-by-acquisition basis); plus
• if the business combination is achieved in stages, the acquisition-date fair value of the
previously held equity interest in the acquiree; less
• the net fair value of the identifiable assets acquired and the liabilities (including contingent
liabilities) assumed at the acquisition date.
A reverse acquisition occurs if the entity that issues securities (the legal acquirer) is identified as
the acquiree for accounting purposes and the entity whose equity interests are acquired (legal
acquiree) is the acquirer for accounting purposes.
The reverse acquisition reserve arises due to the elimination of the Company’s investment in a
subsidiary. Since the shareholders of the subsidiary became the majority shareholders of the
enlarged group, the acquisition is accounted for as though there is a continuation of the legal
subsidiary’s financial statements. In reverse acquisition accounting, the business combination’s
costs are deemed to have been incurred by the legal subsidiary.
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss
at the acquisition date.
Transaction costs, other than those associated with the issue of debt or equity securities, that
the Group incurs in connection with a business combination are expensed as incurred.
If the business combination is achieved in stages, the Group remeasures the previously held equity
interest in the acquiree to its acquisition-date fair value, and recognises the resulting gain or loss,
if any, in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date
that have previously been recognised in other comprehensive income are reclassified to profit
or loss or transferred directly to retained earnings on the same basis as would be required if the
acquirer had disposed directly of the previously held equity interest.
If the initial accounting for a business combination is incomplete by the end of the reporting period
in which the business combination occurs, the Group uses provisional fair value amounts for the
items for which the accounting is incomplete. The provisional amounts are adjusted to reflect
new information obtained about facts and circumstances that existed as of the acquisition date,
including additional assets or liabilities identified in the measurement period. The measurement
period for completion of the initial accounting ends as soon as the Group receives the information
it was seeking about facts and circumstances or learns that more information is not obtainable,
subject to the measurement period not exceeding one year from the acquisition date.
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financial statements (Cont’d)
Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of
the former subsidiary, any non-controlling interests and the other components of equity related
to the former subsidiary from the consolidated statement of financial position. Any gain or loss
arising on the loss of control is recognised in profit or loss. If the Group retains any interest in
the former subsidiary, then such interest is measured at fair value at the date that control is lost.
Subsequently, it is accounted for as an associate, a joint venture, an available-for-sale financial
asset or a held for trading financial asset.
Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control
are accounted for as equity transactions. The difference between the Group’s share of net assets
before and after the change, and the fair value of the consideration received or paid, is recognised
directly in equity.
FINANCIAL STATEMENTS
Non-controlling interests represent the equity in subsidiaries not attributable, directly or indirectly,
to owners of the Company and are presented separately in the consolidated statement of financial
position within equity.
Losses attributable to the non-controlling interests are allocated to the non-controlling interests
even if the losses exceed the non-controlling interests.
(c) Associates
Associates are entities over which the Group has significant influence, but not control, to the
financial and operating policies.
Investment in associates are accounted for in the consolidated financial statements using the
equity method.
Under the equity method, the investment in associates are initially recognised at cost. The cost of
investment includes transaction costs. Subsequently, the carrying amount is adjusted to recognise
changes in the Group’s share of net assets of the associate.
When the Group’s share of losses exceeds its interest in an associate, the carrying amount of
that interest including any long-term investments is reduced to zero, and the recognition of
further losses is discontinued except to the extent that the Group has an obligation or has made
payments on behalf of the associate.
When the Group ceases to have significant influence over an associate, any retained interest in
the former associate at the date when significant influence is lost is measured at fair value and
this amount is regarded as the initial carrying amount of an available-for-sale financial asset or
a held for trading financial asset. Any difference between the carrying amount of the associate
upon loss of significant influence and the fair value of the retained investment and proceeds from
disposal is recognised in profit or loss.
When the Group’s interest in an associate decreases but does not result in a loss of significant
influence, any retained interest is not remeasured. Any gain or loss arising from the decrease
in interest is recognised in profit or loss. Any gains or losses previously recognised in other
comprehensive income are also reclassified proportionately to the profit or loss if that gain or
loss would be required to be reclassified to profit or loss on the disposal of the related assets or
liabilities.
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financial statements (Cont’d)
Intra-group balances and transactions, and any unrealised income and expenses arising from
intra-group transactions are eliminated in preparing the consolidated financial statements.
Unrealised gains arising from transactions with equity-accounted associates are eliminated
against the investment to the extent of the Group’s interest in the investee. Unrealised losses are
eliminated in the same way as unrealised gains, but only to the extent that there is no evidence
of impairment.
In the Company’s statement of financial position, investment in subsidiaries and associates are
measured at cost less any accumulated impairment losses, unless the investment is classified as held
for sale or distribution. The cost of investment includes transaction costs. The policy for the recognition
and measurement of impairment losses shall be applied on the same basis as would be required for
impairment of non-financial assets as disclosed in Note 3.16(b).
Foreign currency transactions are translated to the respective functional currencies of the Group
entities at the exchange rates prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are
retranslated at the exchange rates prevailing at the reporting date.
Non-monetary items denominated in foreign currencies that are measured at fair value are
retranslated at the rates prevailing at the dates the fair values were determined. Non-monetary
items denominated in foreign currencies that are measured at historical cost are translated at the
historical rates as at the dates of the initial transactions.
The gain or loss arising on translation of non-monetary items measured at fair value is treated in
line with the recognition of the gain or loss on the change in fair value of the item (i.e. translation
differences on items whose fair value gain or loss is recognised in other comprehensive income
or profit or loss are also recognised in other comprehensive income or profit or loss, respectively).
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notes to the
financial statements (Cont’d)
The assets and liabilities of foreign operations denominated in the functional currency different
from the presentation currency, including goodwill and fair value adjustments arising on acquisition,
are translated into the presentation currency at exchange rates prevailing at the reporting date.
The income and expenses of foreign operations are translated at exchange rates at the dates of
the transactions.
Exchange differences arising on the translation are recognised in other comprehensive income.
However, if the foreign operation is a non-wholly owned subsidiary, then the relevant proportionate
share of the translation difference is allocated to the non-controlling interests.
When a foreign operation is disposed of such that control, significant influence or joint control
is lost, the cumulative amount in foreign exchange translation reserves related to that foreign
operation is reclassified to profit or loss. For a partial disposal not involving loss of control of a
subsidiary that includes a foreign operation, the proportionate share of cumulative amount in foreign
FINANCIAL STATEMENTS
exchange translation reserve is reattributed to non-controlling interests. For partial disposals of
associates or joint ventures that do not result in the Group losing significant influence or joint
control, the proportionate share of the cumulative amount in foreign exchange translation reserve
is reclassified to profit or loss.
The Group and the Company recognise revenue that depict the transfer of promised goods or services
to customers in an amount that reflects the consideration to which the Group and the Company expect
to be entitled in exchange for those goods or services.
Revenue recognition of the Group and the Company are applied for each contract with a customer or
a combination of contracts with the same customer (or related parties of the customer). For practical
expedient, the Group and the Company applied revenue recognition to a portfolio of contracts (or
performance obligations) with similar characteristics in the property development business if the Group
and the Company reasonably expect that the effects on the financial statements would not differ
materially from recognising revenue on the individual contracts (or performance obligations) within that
portfolio.
The Group and the Company measure revenue from sale of good or service at its transaction price, being
the amount of consideration to which the Group and the Company expect to be entitled in exchange
for transferring promised good or service to a customer, excluding amounts collected on behalf of third
parties such as goods and service tax, adjusted for the effects of any variable consideration, constraining
estimates of variable consideration, significant financing components, non-cash consideration and
consideration payable to customer. If the transaction price includes variable consideration, the Group
and the Company use the expected value method by estimating the sum of probability-weighted
amounts in a range or possible consideration amounts, or the most likely outcome method, depending
on which method the Group and the Company expect to better predict the amount of consideration to
which it is entitled.
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financial statements (Cont’d)
For contract with separate performance obligations, the transaction price is allocated to the separate
performance obligations on the relative stand-alone selling price basis. If the stand-alone selling price
is not directly observable, the Group and the Company estimate it by using the costs plus margin
approach.
Revenue from contracts with customers is recognised by reference to each distinct performance
obligation in the contract with customer, i.e. when or as a performance obligation in the contract with
customer is satisfied. A performance obligation is satisfied when or as the customer obtains control of
the good or service underlying the particular performance obligation, which the performance obligation
may be satisfied at a point in time or over time.
A contract modification is a change in the scope or price (or both) of a contract that is approved by
the parties to the contract. A modification exists when the change either creates new or changes
existing enforceable rights and obligations of the parties to the contract. The Group and the Company
have assessed the type of modification and accounted for as either creates a separate new contract,
terminates the existing contract and creation of a new contract; or forms a part of the existing contracts.
Revenue is recognised at a point in time upon services rendered and customer’s acceptance.
Construction service contracts comprise multiple deliverables that require significant integration
service and therefore accounted as a single performance obligation.
Under the terms of the contracts, control is transferred over time as the Group creates or enhances
an asset that the customer controls as the asset is created or enhanced. Revenue is recognised
over the period of the contract by reference to the progress towards complete satisfaction of that
performance obligation. The progress towards complete satisfaction of a performance obligation
is determined by the proportion of construction costs incurred for work performed to date bear
to the estimated total construction costs (an input method).
Sales are made with a credit term ranging from 30 to 90 days, which is consistent with market
practice, therefore, no element of financing is deemed present. The Group becomes entitled to
invoice customers based on achieving a series of performance-related milestones.
The Group recognised a contract asset for any excess of revenue recognised to date over the
billings-to-date. Any amount previously recognised as a contract asset is reclassified to trade
receivables at the point when invoice is issued or timing for billing is due to passage of time. If the
milestone billing exceeds the revenue recognised to date and any deposit or advances received
from customers then the Group recognises a contract liability for the difference.
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notes to the
financial statements (Cont’d)
Revenue is recognised at a point in time upon delivery of products and customer’s acceptance.
Lease or rental income is recognised over the lease term in accordance with the substance of
the relevant agreements.
FINANCIAL STATEMENTS
Income from short term funds is recognised when the right to receive payment is established.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group
and the Company and revenue can be reliably measured. Revenue is measured at the fair value of the
consideration received or receivable, net of discounts, rebates, returns and taxes.
For a construction service contract with a customer, revenue is recognised in profit or loss
progressively by reference to the stage of completion. The stage of completion is measured
using the costs incurred for work performed to date compared to the estimated total costs (an
input method). When the outcome cannot be estimated reliably, revenue is recognised only to
the extent of the expenses recognised that are recoverable.
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financial statements (Cont’d)
Interest income is recognised on an accrual basis using the effective interest method.
Same accounting policies applied until 31 December 2017 and from 1 January 2018.
Same accounting policies applied until 31 December 2017 and from 1 January 2018.
Same accounting policies applied until 31 December 2017 and from 1 January 2018.
Short-term employee benefit obligations in respect of wages, salaries, social security contributions,
annual bonuses, paid annual leave, sick leave and non-monetary benefits are recognised as an
expense in the financial year where the employees have rendered their services to the Group and
the Company.
As required by law, the Group and the Company contribute to the Employees Provident Fund
(“EPF”), the national defined contribution plan. Such contributions are recognised as an expense
in the profit or loss in the period in which the employees render their services.
Certain subsidiaries of the Company operate an unfunded defined benefit scheme. Each
subsidiary’s net obligation in respect of defined benefit plans is calculated separately for each
plan by estimating the amount of future benefit that employees would have earned in return for
their service in the current and prior financial years, that benefit is discounted to determine the
present value and the fair value of any plan assets is deducted. The discount rate is the market
yield at the reporting date on high quality corporate bonds or government bonds.
The calculation is performed by an actuarist using the projected unit credit method. In the
intervening years, the calculation may be updated by the actuarist based on approximations unless
material changes in demographics or business processes have been identified that would cause
doubt in the application of approximations, in which case detailed analysis would be necessary
at the interim date.
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financial statements (Cont’d)
Remeasurement of the net defined benefit liability, which comprise actuarial gains and losses, the
return of plan assets (excluding amounts included in net interest on the net defined benefit liability)
and the effect of the asset ceiling (excluding amounts included in net interest on the net defined
benefit liability), are recognised immediately in other comprehensive income. Remeasurements
are not reclassified to profit or loss in subsequent periods.
The net interest is calculated by applying the discount to the net balance of the defined benefit
obligation and fair value of plan assets, if any.
• Service costs comprising current service costs, past service costs, gains and losses on
curtailments and non-routine settlements
• Net interest expense
FINANCIAL STATEMENTS
3.6 Borrowing costs
Borrowing costs are interests and other costs that the Group and the Company incur in connection
with borrowing of funds.
Borrowing costs that are not directly attributable to the acquisition, construction or production of a
qualifying asset are recognised in profit or loss using the effective interest method.
Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying
assets, which are assets that necessarily take a substantial period of time to get ready for their
intended use or sale, are capitalised as part of the cost of those assets, until such time as the assets
are substantially ready for their intended use or sale.
The Group begins capitalising borrowing costs when the Group has incurred the expenditures for the
asset, incurred related borrowing costs and undertaken activities that are necessary to prepare the
asset for its intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure
on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
Income tax expense in profit or loss comprises current and deferred tax. Current and deferred tax
are recognised in profit or loss except to the extent that it relates to a business combination or items
recognised directly in equity or other comprehensive income.
Current tax is the expected taxes payable or recoverable on the taxable income or loss for the
financial year, using the tax rates that have been enacted or substantively enacted by the end of
the reporting period, and any adjustment to tax payable in respect of previous financial years.
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financial statements (Cont’d)
Deferred tax is recognised using the liability method on temporary differences at the reporting
date between the tax bases of assets and liabilities and their carrying amounts in the statements
of financial position. Deferred tax liabilities are generally recognised for all taxable temporary
differences. Deferred tax assets are generally recognised for all deductible temporary differences,
unutilised tax losses and unused tax credits, to the extent that it is probable that future taxable
profit will be available against which the deductible temporary differences, unused tax losses and
unused tax credits can be utilised.
Deferred tax is not recognised if the temporary differences arise from the initial recognition of
assets and liabilities in a transaction which is not a business combination and that affects neither
the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised
if the temporary difference arises from the initial recognition of goodwill.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments
in subsidiaries, branches, associates and interests in joint ventures, except where the Group is able
to control the reversal timing of the temporary differences and it is probable that the temporary
differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible
temporary differences associated with such investments and interests are only recognised to the
extent that it is probable that there will be sufficient taxable profits against which to utilise the
benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to
the extent that it is no longer probable that sufficient taxable profit will be available to allow the
benefit of part or all of that deferred tax asset to be utilised. Unrecognised deferred tax assets are
reassessed at each reporting date and are recognised to the extent that it has become probable
that future taxable profit will allow the deferred tax assets to be utilised.
Deferred tax is measured at the tax rates that are expected to apply in the period when the asset
is realised or the liability is settled, based on tax rates and tax laws that have been enacted or
substantively enacted at the reporting date.
Where investment properties are carried at fair value in accordance with the accounting policy as
disclosed in Note 3.11, the amount of deferred tax recognised is measured using the tax rates
that would apply on sale of those assets at their carrying value at the reporting date unless the
property is depreciable and is held within the business model whose objective is to consume
substantially all the economic benefits embodied in the property over time, rather than through
sale.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or
loss. Deferred tax items are recognised in correlation to the underlying transaction either in other
comprehensive income or directly in equity.
Deferred tax assets and deferred tax liabilities are offset if there is legally enforceable right to
offset current tax assets against current tax liabilities and when they relate to income taxes levied
by the same taxation authority on the same taxable entity, or on different tax entities, but they
intend to settle their income tax recoverable and income tax payable on a net basis or their tax
assets and liabilities will be realised simultaneously.
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financial statements (Cont’d)
Financial instruments are recognised in the statements of financial position when, and only when, the
Group and the Company become a party to the contract provisions of the financial instrument.
Except for the trade receivables that do not contain a significant financing component or for which the
Group and the Company have applied the practical expedient, the financial instruments are recognised
initially at its fair value plus or minus, in the case of a financial asset or financial liability not at fair value
through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the
financial asset and financial liability. Transaction costs of financial assets carried at fair value through
profit or loss are expensed in profit or loss. Trade receivables that do not contain a significant financing
component or for which the Group and the Company have applied the practical expedient are measured
at the transaction price determined under MFRS 15.
An embedded derivative is recognised separately from the host contract and accounted for as a
derivative if, and only if, it is not closely related to the economic characteristics and risks of the host
FINANCIAL STATEMENTS
contract; it is a separate instrument with the same terms as the embedded derivative would meet the
definition of a derivative; and the hybrid contract is not measured as fair value through profit or loss.
The host contract, in the event an embedded derivative is recognised separately, is accounted for in
accordance with the policy applicable to the nature of the host contract.
A derivative embedded within a hybrid contract containing a financial asset host is not accounted for
separately. The financial asset host together with the embedded derivative is required to be classified
in its entirety as a financial asset at fair value through profit or loss.
The Group and the Company categorise the financial instruments as follows:
For the purposes of subsequent measurement, financial assets are classified in two
categories:
The classification depends on the entity’s business model for managing the financial assets
and the contractual cash flows characteristics of the financial assets.
The Group and the Company reclassify financial assets when and only when their business
models for managing those assets change.
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Debt instruments
Subsequent measurement of debt instruments depends on the Group’s and the Company’s
business model for managing the asset and the cash flow characteristics of the asset. There
are three measurement categories into which the Group and the Company classify their
debt instruments:
• Amortised cost
Financial assets that are held for collection of contractual cash flows and those cash
flows represent solely payments of principal and interest are measured at amortised
cost. Financial assets at amortised cost are subsequently measured using the effective
interest method and are subject to impairment. The policy for the recognition and
measurement of impairment is in accordance with Note 3.16(a). Gains and losses
are recognised in profit or loss when the financial asset is derecognised, modified
or impaired.
Financial assets at FVPL include financial assets held for trading, financial assets
designated upon initial recognition at fair value through profit or loss, or financial assets
mandatorily required to be measured at fair value. Financial assets are classified as
held for trading if they are acquired for the purpose of selling or repurchasing in the
near term. Derivatives, including separated embedded derivatives, are also classified
as held for trading unless they are designated as effective hedging instruments.
Financial assets with cash flows that are not solely payments of principal and interest
are classified and measured at fair value through profit or loss, irrespective of the
business model. Notwithstanding the criteria for debt instruments to be classified at
amortised cost or at FVOCI, as described above, debt instruments may be designated
at fair value through profit or loss on initial recognition if doing so eliminates, or
significantly reduces, an accounting mismatch.
Financial assets at fair value through profit or loss are carried in the statements of
financial position at fair value with net changes in fair value recognised in the profit
or loss.
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financial statements (Cont’d)
The Group and the Company classify their financial liabilities in the following measurement
categories:
Financial liabilities at fair value through profit or loss include financial liabilities held for
trading, including derivatives (except for a derivative that is a financial guarantee contract
FINANCIAL STATEMENTS
or a designated and effective hedging instrument) or financial liabilities designated into this
category upon initial recognition.
Subsequent to initial recognition, financial liabilities at fair value through profit or loss are
measured at fair value with the gain or loss recognised in profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are
designated at the initial date of recognition, and only if the criteria in MFRS 9 are satisfied.
The Group has not designated any financial liability as at fair value through profit or loss.
Subsequent to initial recognition, other financial liabilities are measured at amortised cost
using effective interest method. Gains and losses are recognised in profit or loss when the
financial liablities are derecognised and through the amortisation process.
A financial guarantee contract is a contract that requires the issuer to make specified payments
to reimburse the holder for a loss it incurs because a specified debtor fails to make payment
when due in accordance with the original or modified terms of a debt instrument.
Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction
costs that are directly attributable to the issuance of the guarantee. Subsequent to initial
recognition, the liability is measured at the higher of the amount of the loss allowance determined
in accordance with Section 5.5 of MFRS 9 and the amount initially recognised, when appropriate,
the cumulative amount of income recognised in accordance with the principles of MFRS 15.
A regular way purchase or sale is a purchase or sale of a financial asset under a contract whose
terms require delivery of the asset within the time frame established generally by regulation or
convention in the marketplace concerned.
A regular way purchase or sale of financial assets shall be recognised and derecognised, as
applicable, using trade date accounting (i.e. the date the Group and the Company commit
themselves to purchase or sell an asset).
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(i) the recognition of an asset to be received and the liability to pay for it on the trade date;
and
(ii) derecognition of an asset that is sold, recognition of any gain or loss on disposal and the
recognition of a receivable from the buyer for payment on the trade date.
Generally, interest does not start to accrue on the asset and corresponding liability until the
settlement date when title passes.
(d) Derecognition
(i) the contractual rights to receive cash flows from the financial asset expire, or
(ii) the Group and the Company have transferred their rights to receive cash flows from
the asset or have assumed an obligation to pay the received cash flows in full without
material delay to a third party; and either (a) the Group and the Company have transferred
substantially all the risks and rewards of the asset, or (b) the Group and the Company have
neither transferred nor retained substantially all the risks and rewards of the asset, but have
transferred control of the asset.
The Group and the Company evaluate if, and to what extent, they have retained the risks and
rewards of ownership. When they have neither transferred nor retained substantially all of the
risks and rewards of the asset, nor transferred control of the asset, the Group and the Company
continue to recognise the transferred asset to the extent of their continuing involvement. In that
case, the Group and the Company also recognise an associated liability. The transferred asset
and the associated liability are measured on a basis that reflects the rights and obligations that
the Group and the Company have retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured
at the lower of the original carrying amount of the asset and the maximum amount of consideration
that the Group and the Company could be required to repay.
On derecognition of a financial asset, the difference between the carrying amount (measured at
the date of derecognition) and the consideration received (including any new asset obtained less
any new liability assumed) is recognised in profit or loss.
A financial liability or a part of it is derecognised when, and only when, the obligation specified
in the contract is discharged, cancelled or expired. On derecognition of a financial liability, the
difference between the carrying amount and the consideration paid, including any non-cash
assets transferred or liabilities assumed, is recognised in profit or loss.
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financial statements (Cont’d)
Financial assets and financial liabilities are offset and the net amount is presented in the statements
of financial position if there is a currently enforceable legal right to offset the recognised amounts
and there is an intention to settle on a net basis, to realise the assets and settle the liabilities
simultaneously.
In accounting for a transfer of a financial asset that does not qualify for derecognition, the entity
shall not offset the transferred asset and the associated liability.
Financial instruments are recognised initially at fair value, except for financial instruments not measured
at fair value through profit or loss, they are measured at fair value plus transaction costs that are directly
FINANCIAL STATEMENTS
attributable to the acquisition or issue of the financial instruments.
An embedded derivative is recognised separately from the host contract and accounted for as a
derivative if, and only if, it is not closely related to the economic characteristics and risks of the host
contract and the host contract is not categorised as fair value through profit or loss. The host contract,
in the event an embedded derivative is recognised separately, is accounted for in accordance with the
policy applicable to the nature of the host contract.
The Group and the Company categorise the financial instruments as follows:
Financial assets are classified as financial assets at fair value through profit or loss when
the financial assets are either held for trading, including derivatives (except for a derivative
that is a financial guarantee contract or a designated and effective hedging instrument) or
are designated into this category upon initial recognition.
Subsequent to initial recognition, financial assets at fair value through profit or loss are
measured at fair value with the gain or loss recognised in profit or loss.
Derivatives that are linked to and must be settled by delivery of unquoted equity instruments
whose fair values cannot be reliably measured are measured at costs.
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financial statements (Cont’d)
Financial assets with fixed or determinable payments that are not quoted in an active market
are classified as loans and receivables.
Subsequent to initial recognition, loans and receivables are measured at amortised cost
using the effective interest method less accumulated impairment losses, if any. The policy
for the recognition and measurement of impairment losses is in accordance with Note
3.16(a). Gains and losses are recognised in profit or loss through the amortisation process.
Held-to-maturity investments
Financial assets with fixed or determinable payments and fixed maturities are classified
as held-to-maturity when the Group has the positive intention and ability to hold them to
maturity.
Same accounting policies applied until 31 December 2017 and from 1 January 2018.
A financial guarantee contract is a contract that requires the issuer to make specified payments
to reimburse the holder for a loss it incurs because a specified debtor fails to make payment
when due in accordance with the original or modified terms of a debt instrument.
Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction
costs that are directly attributable to the issuance of the guarantee. Subsequent to initial
recognition, the liability is measured at the higher of the best estimate of the expenditure required
to settle the present obligation at the reporting date and the amount initially recognised less
cumulative amortisation.
Same accounting policies applied until 31 December 2017 and from 1 January 2018.
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(d) Derecognition
A financial asset or a part of it is derecognised when, and only when, the contractual rights to
receive the cash flows from the financial asset expire or control of the asset is not retained or
substantially all of the risks and rewards of ownership of the financial asset are transferred to
another party. On derecognition of a financial asset, the difference between the carrying amount
and the sum of the consideration received (including any new asset obtained less any new liability
assumed) and any cumulative gain or loss that had been recognised in other comprehensive
income is recognised in profit or loss.
A financial liability or a part of it is derecognised when, and only when, the obligation specified
in the contract is discharged, cancelled or expires. On derecognition of a financial liability, the
difference between the carrying amount and the consideration paid, including any non-cash
assets transferred or liabilities assumed, is recognised in profit or loss.
FINANCIAL STATEMENTS
(e) Offsetting of financial instruments
Same accounting policies applied until 31 December 2017 and from 1 January 2018.
Property, plant and equipment (other than freehold and leasehold land and buildings) are measured
at cost less accumulated depreciation and any accumulated impairment losses. The policy for
the recognition and measurement of impairment losses is in accordance with Note 3.16(b).
Cost of assets includes expenditures that are directly attributable to the acquisition of the asset
and any other costs that are directly attributable to bringing the asset to working condition for
its intended use, and the costs of dismantling and removing the items and restoring the site on
which they are located. The cost of self-constructed assets also includes cost of materials, direct
labour, and any other direct attributable costs but excludes internal profits. For qualifying assets,
borrowing costs are capitalised in accordance with the accounting policy on borrowing costs in
Note 3.6.
When significant parts of an item of property, plant and equipment have different useful lives,
they are accounted for as a separate items of property, plant and equipment.
Freehold and leasehold land and buildings are measured at fair value, based on valuations by
external independent valuers, less accumulated depreciation on buildings and leasehold land and
any accumulated impairment losses recognised after the date of the revaluation. Valuations are
performed with sufficient regularity to ensure that the fair value of the freehold and leasehold land
and buildings does not differ materially from the carrying amount. Any accumulated depreciation
as at the date of revaluation is eliminated against the gross carrying amount of the asset and the
net amount is restated to the revalued amount of the asset.
A revaluation surplus is recognised in other comprehensive income and credited to the revaluation
reserve. However, the increase shall be recognised in profit or loss to the extent that it reverses
a revaluation decrease of the same asset previously recognised in profit or loss. If an asset’s
carrying amount is decreased as a result of a revaluation, the decrease shall be recognised in
profit or loss. However, the decrease shall be recognised in other comprehensive income to the
extent of any credit balance existing in the revaluation reserve in respect of that asset.
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financial statements (Cont’d)
The revaluation reserve is transferred to retained earnings as the assets are used. The amount
of revaluation reserve transferred is the difference between depreciation based on the revalued
carrying amount of the asset and depreciation based on the asset’s original cost, net of tax.
The cost of replacing a part of an item of property, plant and equipment is included in the asset’s
carrying amount or recognised as a separate asset, as appropriate, only when it is probable that
the future economic benefits associated with the part will flow to the Group and its cost can be
measured reliably. The carrying amount of the replaced part is derecognised. All other repairs
and maintenance are charged to the profit or loss as incurred.
(c) Depreciation
Freehold land has an unlimited useful life and therefore is not depreciated. Assets under
construction included in property, plant and equipment are not depreciated as these assets are
not yet available for use.
All other property, plant and equipment are depreciated on the straight-line basis by allocating
their depreciable amounts over their remaining useful lives. The principal depreciation rates are
as follows:
Freehold building 2%
Leasehold land and building 2%
Furniture and fittings 10% to 20%
Computers and software equipment 33 1/3%
Office equipment 10% to 20%
Motor vehicles 12.5% to 20%
Renovation 10%
Engineering equipment 6.25% to 33 1/3%
Network facilities 4% to 6.67%
Plant and machinery 4% and 20%
The residual values, useful lives and depreciation methods are reviewed at the end of each
reporting period and adjusted as appropriate.
(d) Derecognition
An item of property, plant and equipment is derecognised upon disposal or when no future
economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition
of the asset is recognised in profit or loss.
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financial statements (Cont’d)
3.10 Leases
The determination of whether an arrangement is, or contains, a lease is based on the substance of
the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of
the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys
a right to use the asset or assets.
A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to
ownership. All other leases that do not meet this criterion are classified as operating leases.
If an entity in the Group is a lessee in a finance lease, it capitalises the leased asset and recognises
the related liability. The amount recognised at the inception date is the fair value of the underlying
leased asset or, if lower, the present value of the minimum lease payments. Subsequent to initial
recognition, the asset is accounted for in accordance with the accounting policy applicable to
that assets.
FINANCIAL STATEMENTS
Minimum lease payments are apportioned between the finance charge and the reduction of the
outstanding liability. The finance charge is allocated to each period during the lease term so as to
produce a constant periodic rate of interest on the remaining balance of the liability. Contingent
lease payments are charged as expenses in the periods in which they are incurred.
The capitalised leased asset is classified by nature as property, plant and equipment or investment
property.
For operating leases, the Group does not capitalise the leased asset or recognise the related
liability. Instead lease payments under an operating lease are recognised as an expense on the
straight-line basis over the lease term unless another systematic basis is more representative of
the time pattern of the user’s benefit.
If an entity in the Group is a lessor in an operating lease, the underlying asset is not derecognised
but is presented in the statement of financial position according to the nature of the asset. Lease
income from operating leases is recognised in profit or loss on a straight-line basis over the lease
term, unless another systematic basis is more representative of the time pattern in which use
benefit derived from the leased asset is diminished.
Investment properties are properties held to earn rental income or for capital appreciation or both.
Investment properties are initially measured at cost, including transaction costs. Subsequent to initial
recognition, investment properties are measured at fair value. Gains and losses arising from changes
in the fair values of investment properties are recognised in profit or loss for the period in which they
arise.
Cost includes purchase price and any directly attributable costs incurred to bring the property to its
present location and condition intended for use as an investment property.
An investment property is derecognised on their disposal or when it is permanently withdrawn from use
and no future economic benefits are expected from its disposals. Any gains and losses arising from
derecognition of the asset is recognised in the profit or loss.
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Transfers are made to or from investment property only when there is a change in use. For a transfer from
investment property carried at fair value to owner-occupied property, the deemed cost for subsequent
accounting is the fair value at the date of change in use. For a transfer from owner-occupied property
to investment property, any difference arising on the date of change in use between the carrying
amount of the item immediately prior to the transfer and its fair value is recognised directly in equity as
a revaluation of property, plant and equipment.
(a) Goodwill
Goodwill arising from business combinations is initially measured at cost, being the excess of
the aggregate of the consideration transferred and the amount recognised for non-controlling
interests, and any previous interest held, over the net identifiable assets acquired and liabilities
assumed. After initially recognition, goodwill is measured at cost less any accumulated impairment
losses. The policy for the recognition and measurement of impairment losses is in accordance
with Note 3.16(b).
Intangible assets, other than goodwill, that are acquired by the Group, which have finite useful
lives, are measured at cost less any accumulated amortisation and any accumulated impairment
losses. Amortisation is recognised in profit or loss on a straight-line basis over the estimated
useful lives of 8 to 20 years. Amortisation methods and useful lives are reviewed at the end of
each reporting period and adjusted, if appropriate.
Contract asset is the right to consideration for goods or services transferred to the customers when
that right is conditioned on something other than the passage of time (for example, the Company’s
future performance).
The policy for the recognition and measurement of impairment losses is in accordance with Note 3.16(a).
Contract liability is the obligation to transfer goods or services to customer for which the Group has
received the consideration or has billed the customer.
3.14 Inventories
Inventories are measured at the lower of cost and net realisable value.
Costs incurred in bringing the inventories to their present location and condition are accounted for as
follows:
• Consumables and trading goods: the actual costs of purchase and incidentals in bringing the
inventories into store. These costs are assigned on a weighted average cost basis.
• Work-in-progress of services: the labour and other costs of personnel directly engaged in providing
the services, including supervisory personnel and attributable overheads.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated
costs of completion and the estimated costs necessary to make the sale.
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financial statements (Cont’d)
For the purpose of the statements of cash flows, cash and cash equivalents comprise cash on hand,
bank balances and deposits and other short-term, highly liquid investments with a maturity of three
months or less, that are readily convertible to known amount of cash and which are subject to an
insignificant risk of changes in value. Cash and cash equivalents are presented net of bank overdrafts.
Financial assets measured at amortised cost, contract assets and financial guarantee contracts
will be subject to the impairment requirement in MFRS 9 which is related to the accounting for
expected credit losses on the financial assets. Expected credit loss is the weighted average of
credit losses with the respective risks of a default occurring as the weights.
FINANCIAL STATEMENTS
The Group and the Company measure loss allowance at an amount equal to lifetime expected
credit loss, except for the following, which are measured as 12-month expected credit loss:
• debt securities that are determined to have low credit risk at the reporting date; and
• other debt securities and bank balances for which credit risk (i.e. risk of default occurring
over the expected life of the financial instrument) has not increased significantly since initial
recognition.
For trade receivables and contract assets, the Group applies the simplified approach permitted
by MFRS 9 to measure the loss allowance at an amount equal to lifetime expected credit losses.
When determining whether the credit risk of a financial asset has increased significantly since
initial recognition and when estimating expected credit loss, the Group and the Company consider
reasonable and supportable information that is relevant and available without undue cost or effort.
This includes both quantitative and qualitative information and analysis, based on the Group’s
and the Company’s historical experience and informed credit assessment and including forward-
looking information.
The Group and the Company assume that the credit risk on a financial asset has increased
significantly if it is more than 30 days past due.
The Group and the Company consider a financial asset to be in default when:
• the borrower is unable to pay its credit obligations to the Group and the Company in full,
without taking into account any credit enhancements held by the Group and the Company;
or
• the contractual payment of the financial asset is more than 90 days past due unless the
Group and the Company have reasonable and supportable information to demonstrate that
a more lagging default criterion is more appropriate.
Lifetime expected credit losses are the expected credit losses that result from all possible default
events over the expected life of a financial instrument.
12-month expected credit losses are the portion of lifetime expected credit losses that represent
the expected credit losses that result from default events on a financial instrument that are possible
within the 12 months after the reporting date.
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financial statements (Cont’d)
The maximum period considered when estimating expected credit losses is the maximum
contractual period over which the Group and the Company are exposed to credit risk.
Expected credit losses are a probability-weighted estimate of credit losses (i.e. the present value
of all cash shortfalls) over the expected life of the financial instrument. A cash shortfall is the
difference between the cash flows that are due to an entity in accordance with the contract and
the cash flows that the entity expects to receive.
Expected credit losses are discounted at the effective interest rate of the financial assets.
At each reporting date, the Group and the Company assess whether financial assets carried at
amortised cost are credit-impaired. A financial asset is credit-impaired when one or more events
that have a detrimental impact on the estimated future cash flows of that financial asset have
occurred. Evidence that a financial asset is credit-impaired include observable data about the
following events:
The amount of expected credit losses (or reversal) shall be recognised in profit or loss, as an
impairment gain or loss.
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent
that there is no realistic prospect of recovery. This is generally the case when the Group and
the Company determine that the debtor does not have assets or source of income that could
generate sufficient cash flows to repay the amounts subject to the write-off. However, financial
assets that are written off could still be subject to enforcement activities in order to comply with
the Group’s and the Company’s procedure for recovery of amounts due.
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financial statements (Cont’d)
At each reporting date, all financial assets (except for financial assets categorised as fair value
through profit or loss and investment in subsidiaries and associates) are assessed whether there
is any objective evidence of impairment as a result of one or more events having an impact on the
estimated future cash flows of the financial asset that can be reliably estimated. Losses expected
as a result of future events, no matter how likely, are not recognised.
Evidence of impairment may include indications that the debtors or a group of debtors are
experiencing significant financial difficulty, default or delinquency in interest or principal payments,
the probability that they will enter bankruptcy or other financial reorganisation, and where
observable data indicates that there is a measurable decrease in the estimated future cash flows,
such as changes in arrears or economic conditions that correlate with defaults.
FINANCIAL STATEMENTS
Loans and receivables and held-to-maturity investments
The Group and the Company first assess whether objective evidence of impairment exists
individually for financial assets that are individually significant, and individually or collectively for
financial assets that are not individually significant. If there is no objective evidence for impairment
exists for an individually assessed financial asset, whether significant or not, the Group and
the Company include the financial asset in a group of financial assets with similar credit risk
characteristics and collectively assess them for impairment. Financial assets that are individually
assessed for impairment for which an impairment loss is or continues to be recognised are not
included in the collective assessment of impairment.
The amount of impairment loss is measured as the difference between the financial asset’s carrying
amount and the present value of estimated future cash flows discounted at the financial asset’s
original effective interest rate. The carrying amount of the financial asset is reduced through the
use of an allowance account and the loss is recognised in profit or loss.
If, in a subsequent period, the amount of the impairment loss decreases due to an event occurring
after the impairment was recognised, the previously recognised impairment loss is reversed by
adjusting an allowance account to the extent that the carrying amount of the financial asset does
not exceed what the amortised cost would have been had the impairment not been recognised.
Loan together with the associated allowance are written off when there is no realistic prospect
of future recovery and all collateral has been realised or has been transferred to the Group and
the Company. If a write-off is later recovered, the recovery is credited to the profit or loss.
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financial statements (Cont’d)
The carrying amounts of non-financial assets (except for inventories, contract assets, deferred
tax assets and investment properties measured at fair value) are reviewed at the end of each
reporting period to determine whether there is any indication of impairment. If any such indication
exists, the Group and the Company make an estimate of the asset’s recoverable amount. For
goodwill and intangible assets that have indefinite useful life and are not yet available for use,
the recoverable amount is estimated at each reporting date.
For the purpose of impairment testing, assets are grouped together into the smallest group of
assets that generates cash inflows from continuing use that are largely independent of the cash
inflows of non-financial assets or cash-generating units (“CGUs”). Subject to an operating segment
ceiling test, for the purpose of goodwill impairment testing, CGUs to which goodwill has been
allocated are aggregated so that the level at which impairment testing is performed reflects the
lowest level at which goodwill is monitored for internal reporting purposes. The goodwill acquired
in a business combination, for the purpose of impairment testing, is allocated to a CGU or a group
of CGUs that are expected to benefit from the synergies of business combination.
The recoverable amount of an asset or a CGU is the higher of its fair value less costs of disposal
and its value-in-use. In assessing value-in-use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset or CGU. In determining the fair value
less costs of disposal, recent market transactions are taken into account. If no such transactions
can be identified, an appropriate valuation model is used.
Where the carrying amount of an asset exceed its recoverable amount, the carrying amount of
asset is reduced to its recoverable amount. Impairment losses recognised in respect of a CGU
or groups of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to
those units or groups of units and then, to reduce the carrying amount of the other assets in the
unit or groups of units on a pro-rata basis.
Impairment losses are recognised in profit or loss, except for assets that were previously revalued
with the revaluation surplus recognised in other comprehensive income. In the latter case, the
impairment is recognised in other comprehensive income up to the amount of any previous
revaluation.
Impairment losses in respect of goodwill are not reversed. For other assets, an assessment is made
at each reporting date as to whether there is any indication that previously recognised impairment
losses may no longer exist or may have decreased. An impairment loss is reversed only if there
has been a change in the estimates used to determine the assets recoverable amount since the
last impairment loss was recognised. An impairment loss is reversed only to the extent that the
asset’s carrying amount does not exceed the carrying amount that would have been determined,
net of depreciation or amortisation, if no impairment loss had been recognised previously. Such
reversal is recognised in profit or loss unless the asset is measured at revalued amount, in which
case the reversal is treated as a revaluation increase.
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notes to the
financial statements (Cont’d)
Ordinary shares are equity instruments. An equity instrument is a contract that evidences a residual
interest in the assets of the Company after deducting all of its liabilities. Ordinary shares are recorded at
the proceeds received, net of directly attributable incremental transaction costs. Dividends on ordinary
shares are recognised in equity in the period in which they are declared.
3.18 Provisions
Provisions are recognised when the Group and the Company have a present obligation (legal or
constructive) as a result of a past event, it is probable that an outflow of economic resources will be
required to settle the obligation and the amount of the obligation can be estimated reliably.
If the effect of the time value of money is material, provisions that are determined based on the expected
future cash flows to settle the obligation are discounted using a current pre-tax rate that reflects current
market assessments of the time value of money and the risks specific to the liability. When discounting
is used, the increase in the provisions due to passage of time is recognised as finance costs.
FINANCIAL STATEMENTS
Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is
no longer probable that an outflow of economic resources will be required to settle the obligation, the
provision is reversed.
Provision for liabilities mainly comprise provision for dismantling, removal or restoration on identified
sites.
The Group presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic
EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company
by the weighted average number of ordinary shares outstanding during the period, adjusted for own
shares held.
Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the
weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects
of all dilutive potential ordinary shares.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker. The Chief Executive Officer of the Group, who is responsible for allocating
resources and assessing performance of the operating segments, has been identified as the chief
operating decision maker that makes strategic decisions.
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notes to the
financial statements (Cont’d)
Fair value of an asset or a liability, except for share-based payment and lease transactions, is determined
as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The measurement assumes that the transaction
to sell the asset or transfer the liability takes place either in the principal market or in the absence of a
principal market, in the most advantageous market.
For a non-financial asset, the fair value measurement takes into account a market participant’s ability
to generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.
When measuring the fair value of an asset or a liability, the Group and the Company use observable
market data as far as possible. Fair value is categorised into different levels in a fair value hierarchy
based on the input used in the valuation technique as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group
and the Company can access at the measurement date.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly.
Level 3: Unobservable inputs for the asset or liability.
The Group and the Company recognise transfers between levels of the fair value hierarchy as of the
date of the event or change in circumstances that caused the transfers.
3.22 Contingencies
A contingent liability or asset is a possible obligation or asset that arises from past events and whose
existence will be confirmed only by the occurrence or non-occurrence of uncertain future event(s) not
wholly within the control of the Group and of the Company.
Contingent liability is also referred as a present obligation that arises from past events but is not
recognised because:
(a) it is not probable that an outflow of resources embodying economic benefits will be required to
settle the obligation; or
(b) the amount of the obligation cannot be measured with sufficient reliability.
Contingent liabilities and assets are not recognised in the statements of financial position.
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notes to the
financial statements (Cont’d)
Significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have
significant effect in determining the amount recognised in the financial year include the following:
The Group assesses at each reporting date whether there is any indication that goodwill may be impaired.
For the purpose of assessing impairment, assets (including goodwill) are grouped at the lowest level
where there are separately identifiable cash flows (cash-generating units). In determining the value-in-
use of a cash-generating unit, the directors estimate the discounted cash flows using reasonable and
supportable inputs about sales, costs of sales and other expenses based on past experience, current
events and reasonably possible future developments. Cash flows that are projected based on those
inputs or assumptions and the discount rate applied in the measurement of value in use may have a
significant effect on the Group’s financial position and results if the actual cash flows are less than the
expected.
The carrying amount of the Group’s goodwill and key assumptions used to determine the recoverable
amount for different cash-generating units, including sensitivity analysis, are disclosed in Note 13.
FINANCIAL STATEMENTS
(b) Impairment of financial assets and contract assets
The impairment provisions for financial assets and contract assets are based on assumptions about
risk of default and expected loss rate. The Group and the Company use judgement in making these
assumptions and selecting inputs to the impairment calculation, based on the Group’s and the Company’s
past history, existing market conditions as well as forward looking estimates at the end of each reporting
period.
The Group and the Company use a provision matrix to calculate expected credit losses for trade
receivables and contract assets. The provision rates are depending on the number of days that a trade
receivable is past due.
The provision matrix is initially based on the Group’s and the Company’s historical observed default rates.
The Group and the Company will calibrate the matrix to adjust the historical credit loss experience with
forward-looking information. At every reporting date, the historical observed default rates are updated
and changes in the forward-looking estimates are analysed.
The assessment of the correlation between historical observed default rates, forward-looking estimates
and expected credit losses is a significant estimate. The amount of expected credit losses is sensitive
to changes in circumstances and of forecast economic conditions over the expected lives of the
financial assets and contract assets. The Group’s and the Company’s historical credit loss experience
and forecast of economic conditions may also not be representative of customer’s actual default in the
future.
The information about the impairment losses on the Group’s and the Company’s financial assets and
contract assets are disclosed in Note 38(a).
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notes to the
financial statements (Cont’d)
The Group and the Company operate in various jurisdictions and are subject to income taxes in each
jurisdiction. Significant judgement is required in determining the Group’s and the Company’s estimation
for current and deferred taxes because the ultimate tax liability for the Group as a whole is uncertain.
When the final outcome of the tax payable is determined with the tax authorities in each jurisdiction,
the amounts might be different from the initial estimates of the taxes payables. Such differences may
impact the current and deferred taxes in the period when such determination is made. The Group and
the Company will make adjustments for current or deferred taxes in respect of prior years in the current
period on those differences arise. The income tax expense of the Group and the Company are disclosed
in Note 9.
The Group estimates the useful lives to amortise intangible assets based on the future performance of
the assets acquired and management’s judgement of the period over which economic benefits will be
derived from the assets. The estimated useful lives of other intangible assets are reviewed periodically,
taking into consideration factors such as changes in technology. The amount and timing of recorded
expenses for any period would be affected by changes in the estimates. A reduction in the estimated
useful lives of the intangible assets would increase the recorded expenses and decrease the non-current
assets.
The cost of intangible asset is amortised on a straight line basis over the assets’ useful lives. Directors
estimate the useful lives of these intangible assets to be 8 to 20 years. The amortisation period and the
amortisation method for customer contracts and related customer relationship are reviewed at least at
each reporting date. Therefore, future amortisation charges could be revised.
The carrying amount of the other intangible assets are disclosed Note 13.
The Group recognised construction revenue and expenses in profit or loss by using the progress
towards complete satisfaction of performance obligation. The progress towards complete satisfaction
of performance obligation is determined by the proportion that construction costs incurred for work
performed to date bear to the estimated total construction costs.
The carrying amounts of contract assets and contract liabilities are disclosed in Note 19.
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notes to the
financial statements (Cont’d)
5. REVENUE
Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000
At a point in time:
Telecommunication network services 261,968 314,598 – –
Green energy and power solutions 29,900 38,325 – –
Sales of goods 15,841 4,419 – –
Dividend income – – – 2,800
149,512 134,847 – –
FINANCIAL STATEMENTS
457,221 492,189 – 2,800
6. COST OF SALES
Group
2018 2017
RM’000 RM’000
337,248 371,008
7. FINANCE COSTS
Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000
22,038 19,751 – 56
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notes to the
financial statements (Cont’d)
Other than disclosed elsewhere in the financial statements, the following items have been charged/(credited)
in arriving at profit before tax:
Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000
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notes to the
financial statements (Cont’d)
(a) The aggregate amount of emoluments received and receivable by the directors of the Group and the
Company during the financial year are as follows:
Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000
Non-executive Directors:
- fees 168 158 168 158
- allowances 20 21 20 21
FINANCIAL STATEMENTS
188 179 188 179
1,074 1,905 – –
The estimated monetary value of benefit-in-kind received by executive and non-executive directors
otherwise than in cash from the Group and the Company amounted to RM147,975 (2017: RM211,873)
and RM82,675 (2017: RM82,675) respectively.
Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000
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financial statements (Cont’d)
9. TAX EXPENSE
The major components of tax expense for the financial years ended 31 December 2018 and 31 December
2017 are as follows:
Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000
Statement of comprehensive
income
Current income tax:
- Current income tax charge 12,381 13,085 1,859 1,651
- Adjustment in respect of
prior years 1,772 (226) 137 36
213 203 – –
Domestic income tax is calculated at the Malaysian statutory income tax rate of 24% (2017: 24%) of the
estimated assessable profit for the financial year.
The reconciliations from the tax amount at statutory income tax rate to the Group’s and the Company’s tax
expense are as follows:
Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000
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notes to the
financial statements (Cont’d)
Basic earnings per share are based on the profit for the financial year attributable to owners of the Company
and the weighted average number of ordinary shares outstanding during the financial year, calculated as
follows:
Group
2018 2017
RM’000 RM’000
Weighted average number of ordinary shares for basic earnings per share 871,473 871,471
FINANCIAL STATEMENTS
Diluted earnings per ordinary share
Diluted earnings per share are based on the profit for the financial year attributable to owners of the Company
and the weighted average number of ordinary shares outstanding during the financial year plus the weighted
average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary
shares into ordinary shares, calculated as follows:
Group
2018 2017
RM’000 RM’000
Weighted average number of ordinary shares for basic earnings per share 871,473 871,471
Effect of dilution from warrants conversion – 53,408
Weighted average number of ordinary shares for diluted earnings per share 871,473 924,879
In the previous financial year, the Company issued 7,500 new ordinary shares pursuant to the conversion of
warrants. Other than as stated above, there have been no transactions involving ordinary shares or potential
ordinary shares since the end of the financial year and before the authorisation of these financial statements.
The diluted earnings per ordinary share of the Group for the financial year ended 31 December 2018 are
same as the basic earnings per ordinary share of the Group as the Company has no dilutive potential ordinary
shares.
133
134
notes to the
ock
financial statements
(Cont’d)
At 1.1.2017 14,356 4,160 677 4,936 1,060 7,448 6,574 21,144 174,355 46,371 15,220 296,301
At 31.12.2017 14,376 4,160 547 5,245 1,221 8,581 6,649 22,601 392,281 78,436 27,052 561,149
At 31.12.2018 14,376 4,160 547 5,474 1,176 8,537 6,638 23,517 480,982 80,503 47,602 673,512
notes to the
financial statements
(Cont’d)
At 1.1.2017 205 139 385 3,200 799 3,822 1,396 7,173 4,117 6,517 – 27,753
Charge for the financial year 103 55 48 821 118 1,296 659 3,975 20,295 3,874 – 31,244
Disposals – – (157) (117) (11) (32) – (6) (375) (14) – (712)
Write off – – – – – – – – (548) (134) – (682)
Acquisition of subsidiaries (Note 15) 17 – – 73 13 516 – – 145,168 2,961 – 148,748
Translation differences (2) – – (38) (22) (92) – (301) (27,891) (313) – (28,659)
At 31.12.2017 323 194 276 3,939 897 5,510 2,055 10,841 140,766 12,891 – 177,692
Charge for the financial year 102 53 50 593 114 1,142 662 2,502 24,345 4,848 – 34,411
Disposals – – (4) (13) (23) (89) – (245) (454) – – (828)
Write off – – – – (1) – (3) – (1,027) – – (1,031)
Translation differences – – – (18) (6) (12) – (80) 328 13 – 225
At 31.12.2018 425 247 322 4,501 981 6,551 2,714 13,018 163,958 17,752 – 210,469
At 31.12.2018 13,951 3,913 225 973 195 1,986 3,924 10,499 317,024 62,751 47,602 463,043
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FINANCIAL STATEMENTS
ock Annual Report 2018
A Towering Vision
notes to the
financial statements (Cont’d)
(a) The carrying amount of property, plant and equipment of the Group held under finance lease
arrangements as at end of the financial year are as follows:
Group
2018 2017
RM’000 RM’000
24,882 28,949
(b) Included in leasehold land and building is a leasehold land with net carrying amount of RM1,179,664
(2017: RM1,195,731) which was held in trust by a director of the Group.
(c) The carrying amount of property, plant and equipment of the Group pledged to the licensed banks for
credit facilities granted to subsidiaries are as follows (Note 27):
Group
2018 2017
RM’000 RM’000
26,010 26,576
(d) In year 2014, freehold and leasehold land and buildings of the Group was revalued by an accredited
independent valuer. The valuations are based on the comparison and open market value method that
makes reference to comparable properties that were transacted within reasonable time frame, close
proximity and similar nature of properties.
The fair value of the land and buildings is categorised as Level 2. There is no transfer between Level 1
and Level 2 fair values during the financial year.
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notes to the
financial statements (Cont’d)
Freehold Leasehold
land and land and
buildings building Total
Group RM’000 RM’000 RM’000
At fair value:
At 1 January 2017 12,000 2,500 14,500
Addition 2,250 – 2,250
Fair value gain 50 – 50
(a) Investment properties of the Group with an aggregate carrying amount of RM17,861,000 (2017:
FINANCIAL STATEMENTS
RM16,800,000) are pledged to the licensed banks for credit facilities granted to the subsidiaries (Note
27).
(b) The following are recognised in profit or loss in respect of investment properties:
Group
2018 2017
RM’000 RM’000
Group
Level 1 Level 2 Level 3 Total
RM’000 RM’000 RM’000 RM’000
2018
Freehold land and buildings – 15,361 – 15,361
Leasehold land and building – 2,500 – 2,500
– 17,861 – 17,861
2017
Freehold land and buildings – 14,300 – 14,300
Leasehold land and building – 2,500 – 2,500
– 16,800 – 16,800
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notes to the
financial statements (Cont’d)
The valuation of investment properties as at 31 December 2018 and 31 December 2017 has been revalued
by an accredited independent valuer. The valuations are based on the comparison and open market
value method that makes reference to comparable properties that were transacted within reasonable
time frame, close proximity and similar nature of properties.
There are no Level 1 and Level 3 investment properties or transfer between Level 1 and Level 2 during
the financial year ended 31 December 2018 or 31 December 2017.
Level 2 fair values of land and buildings have been derived using the sales comparison approach. Sales
prices of comparable land and buildings in close proximity are adjusted for differences in key attributes
such as property size. The most significant input into this valuation approach is price per square foot
of comparable land and buildings.
Other
intangible
Goodwill assets Total
Group RM’000 RM’000 RM’000
Cost
At 1 January 2017 11,321 14,997 26,318
Acquisition of subsidiaries (Note 15) 135,257 22,996 158,253
Translation differences (10,350) (3,557) (13,907)
Accumulated Amortisation
At 1 January 2017 – 4,374 4,374
Charge for the financial year – 2,945 2,945
Translation differences – (641) (641)
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notes to the
financial statements (Cont’d)
(a) Goodwill
Group
2018 2017
RM’000 RM’000
Telecommunication network services - CGU 1 138,068 136,228
Green energy and power solutions - CGU 2 1,368 –
139,436 136,228
CGU 1
The estimated recoverable amount of the CGU 1 exceeds the carrying amount of the CGU 1. As a result
of the analysis, management did not identify an impairment for this CGU. Based on the sensitivity analysis
FINANCIAL STATEMENTS
performed, management believes that there is no reasonably possible change in key assumptions that
would cause the carrying values of the CGU to exceed its recoverable amounts.
CGU 2
In current financial year, the estimated recoverable amount of the CGU 2 exceeds the carrying amount
of the CGU 2. As a result of the analysis, management did not identify an impairment for this CGU.
Based on the sensitivity analysis performed, management believes that there is no reasonably possible
change in key assumptions that would cause the carrying values of the CGU to exceed its recoverable
amounts.
For the purpose of impairment testing, goodwill is allocated to the operating division of the Group which
represents the lowest level within the Group at which goodwill is monitored for internal management
purposes.
Goodwill is tested for impairment on an annual basis by comparing the carrying amount with the
recoverable amount of the CGU based on its value-in-use. Value-in-use is determined by discounting
the future cash flows based on financial budgets approved by the directors covering a 5 to 21 years
period. The key assumptions used for value-in-use calculations of each CGU are:
Group
CGU 1 CGU 2
2018
Average gross profit margin 45% 94%
Average revenue growth rate 14% 1%
Pre-tax discount rate 16% 23%
CGU 1 CGU 2
2017
Average gross profit margin 32% –
Average revenue growth rate 15% –
Pre-tax discount rate 14% –
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notes to the
financial statements (Cont’d)
The calculations of value-in-use for each CGU are most sensitive to the following assumptions:
Average gross profit margin is the forecasted margin as a percentage of revenue over the projection
period.
Average revenue growth rate is based on assessment of the impact of aggressive marketing and
sales activities to be carried out as well as the historical growth rate for each CGU.
Discount rate is based on the estimated industry weighted average cost of capital that reflects
the industry assessment of the risks.
Other intangible assets represent customer contracts and related customer relationship arising from
acquisition of PT Putra Mulia Telecommunication (“PMT”) and Southeast Asia Telecommunications
Holdings Pte. Ltd. and its subsidiaries (“SEATH Group”) based on valuations performed by professional
valuers.
Group
2018 2017
RM’000 RM’000
Group
2018 2017
RM’000 RM’000
(13,141) (13,004)
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notes to the
financial statements (Cont’d)
(b) The components of deferred tax assets/(liabilities) prior to offsetting are as follows:
Group
2018 2017
RM’000 RM’000
643 633
FINANCIAL STATEMENTS
(13,784) (13,637)
(c) The estimated amount of temporary differences for which no deferred tax assets are recognised in the
financial statements are as follows:
Group
2018 2017
RM’000 RM’000
2,399 14,431
The availability of unutilised tax losses and unabsorbed capital allowances for offsetting against future
taxable profits of the respective subsidiaries in Malaysia are subject to requirements under Income Tax
Act, 1967 and guidelines issued by the tax authority.
Pursuant to Section 11 of the Act 812, special provision relating to Section 43 & 44 of Income Tax
Act 1967, a time limit has been imposed on the unutilised business loss, to be carried forward for a
maximum of 7 consecutive years of assessment, this section has effect from the year of assessment
2019 and subsequent year of assessment.
Any unutilised business losses brought forward from year of assessment 2018 can be carried forward
for another 7 years consecutive years of assessment (i.e. from year of assessments 2019 to 2025).
Company
2018 2017
RM’000 RM’000
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notes to the
financial statements (Cont’d)
Direct subsidiaries:
Agensi Perkerjaan OCK Malaysia 100% 100% Investment holding and general trading.
Ventures Sdn. Bhd. ~
(formerly known as
OCK Ventures Sdn. Bhd.)
OCK SEA Towers Singapore 100% 100% Provision of tower facilities, utilities and
Pte. Ltd. # communication network for mobile and
broadband operators.
Subsidiaries of Milab
Marketing Sdn. Bhd.
Seri Kuasa Sdn. Bhd. * ~ Malaysia 51% 51% Provision of renewable energy and
power solutions.
Novel Energy Sdn. Bhd. Malaysia 100% – Provision of electrical, mechanical, motor
and generation of power including all
forms of renewable energy generation.
Suluk Damai Sdn. Bhd. Malaysia 100% – Provision of electrical, mechanical, motor
and generation of power including all
forms of renewable energy generation.
Epic Solartech Sdn. Bhd. Malaysia 100% – Provision of electrical, mechanical, motor
and generation of power including all
forms of renewable energy generation.
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notes to the
financial statements (Cont’d)
Subsidiaries of OCK
International Sdn. Bhd.
Fuzhou 1-Net Solution The People’s 51% 51% Provision of various telecommunications
Co. Ltd. * Republic network services.
of China
OCK Phnom Penh The Kingdom 100% 100% Provision of consultants, deployment
Pte. Ltd. of Cambodia advisory and services relating to
telecommunication network services.
FINANCIAL STATEMENTS
OCK Telco Infra Singapore 100% 100% Provision of tower facilities, utilities and
Pte. Ltd. ~ ^ communication network for mobile and
broadband operators.
MIN-OCK Infrastructure Singapore 100% 100% Provision of tower facilities, utilities and
Pte. Ltd. ~ ^ communication network for mobile and
broadband operators.
Subsidiary of PT
Putra Mulia
Telecommunication
PT Harapan Utama Prima * The Republic 65% 65% Provision of telecomunication solution
of Indonesia services.
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notes to the
financial statements (Cont’d)
EI Power Technologies Malaysia 52% 52% Provision of green energy and power
Sdn. Bhd. solutions.
OCK M&E Sdn. Bhd. Malaysia 100% 100% Provision of mechanical and electrical
engineering services.
Subsidiary of Fortress
Pte. Ltd.
Subsidiaries of Agensi
Perkerjaan OCK
Ventures Sdn. Bhd.
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notes to the
financial statements (Cont’d)
OCK Myanmar Holdings Singapore 100% 100% Provision of tower facilities, utilities and
Pte. Ltd. # communication network for mobile and
broadband operators.
OCK Vietnam Singapore 60% 60% Provision of tower facilities, utilities and
FINANCIAL STATEMENTS
Towers Pte. Ltd. # communication network for mobile and
broadband operators.
Subsidiary of OCK
Myanmar Holdings
Pte. Ltd.
OCK Myanmar Singapore 100% 100% rovision of tower facilities, utilities and
P
Towers Pte. Ltd. # communication network for mobile and
broadband operators.
Subsidiary of OCK
Myanmar Towers
Pte. Ltd.
OCK Yangon Pte. Ltd. * Myanmar 100% 100% Provision of consultants, deployment
advisory and services relating to
telecommunication network services,
tower facilities and leasing of
telecommunication towers.
OCK Telco Infra Malaysia 100% 100% Provision of civil, structural, electrical
Sdn. Bhd. and mechanical engineering,
telecommunication and industrial
control equipment, telecommunication
network services and leasing of
telecommunication towers.
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notes to the
financial statements (Cont’d)
Subsidiaries of OCK
Vietnam Towers Pte. Ltd.
Subsidiaries of
Southeast Asia
Telecommunications
Holdings Pte. Ltd.
Eastern Tower Joint Vietnam 100% 100% Real estate consulting, management
Stock Company * service, business management consulting
service and investment holding.
Subsidiaries of Eastern
Tower Joint Stock
Company
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notes to the
financial statements (Cont’d)
Subsidiary of Global
Infrastructure Investment
Company Limited
Subsidiary of Mobile
Information Service
Company Limited
FINANCIAL STATEMENTS
Zone II Mobile Information Vietnam 100% 100% Development, installation, ownership,
Services Joint operation and leasing out of base BTS
Stock Company * towers, infrastructure and other assets.
Subsidiary of Zone II
Mobile Information
Services Joint
Stock Company
Subsidiary of VNC-55
Infrastructure Investment
Company Limited
* Audited by other auditors other than Baker Tilly Monteiro Heng PLT.
# Audited by an independent member firm of Baker Tilly International.
^ Consolidated using unaudited management financial statements, auditors’ report is not available.
ß Shares pledged to a bank for term loan facilities granted to subsidiaries (Note 27).
~ Yet to commence operation
> Struck-off in current financial year
@ Consolidated using unaudited management financial statements, no statutory requirement for the
financial statements to be audited at financial year end.
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notes to the
financial statements (Cont’d)
2018
(a) On 23 January 2018, the Company had completed the acquisition of 2 ordinary shares in
Massive Connection Sdn. Bhd. (“MCSB”) representing 100% equity interest in MCSB for a cash
consideration of RM2 from a wholly-owned subsidiary, Agensi Perkerjaan OCK Ventures Sdn Bhd
(“OCKVSB”).
(b) On 8 March 2018, the Company’s wholly-owned subsidiary, Milab Marketing Sdn. Bhd. (“Milab”)
had acquired entire equity interests in Novel Energy Sdn Bhd (“Novel Energy”), Suluk Damai Sdn.
Bhd. (“Suluk Damai”) and Azminas Sdn. Bhd. (“Azminas”) for cash consideration of RM50,000 each.
The principal activities of Novel Energy, Suluk Damai, and Azminas were provision of electrical,
mechanical, motor and generation of power including all forms of renewable energy generation.
The initial accounting for business combination of Novel Energy, Suluk Damai and Azminas in the
consolidated financial statements of the Company involves identifying and determining the fair
values to be assigned to these companies’ identified assets, liabilities and contingent liabilities
and the cost of the combination. As at the date of the financial statements are authorised for
issue, the fair value of these companies’ identified assets, liabilities and contingent liabilities can
only be determined provisionally pending the completion of purchase price allocation (“PPA”) on
these companies’ identified assets, liabilities and contingent liabilities. The business combination
of Novel Energy, Suluk Damai and Azminas has been accounted for using provisional values. The
Group shall recognise any adjustments to these provisional values upon completion of the PPA
exercise within 12 months from the acquisition date.
(i) The provisional fair value of the identifiable assets and liabilities of Novel Energy, Suluk
Damai, and Azminas as at the date of acquisition were as follows:
Novel Suluk
Energy Damai Azminas Total
RM’000 RM’000 RM’000 RM’000
Assets
Deferred tax asset (Note 14) 37 32 32 101
Trade and other receivables 261 338 97 696
Tax assets 1 1 1 3
Cash and cash equivalents 18 39 45 102
50 50 50 150
148
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notes to the
financial statements (Cont’d)
2018 (Cont’d)
(b) (Cont’d)
(ii) The effects of the acquisition of the subsidiaries on cash flows of the Group were as follows:
Novel Suluk
Energy Damai Azminas Total
RM’000 RM’000 RM’000 RM’000
FINANCIAL STATEMENTS
Net cash outflow on
acquisition 32 11 5 48
From the date of acquisition, the subsidiaries’ contributed revenue and loss net of tax are
as follows:
Novel Suluk
Energy Damai Azminas Total
RM’000 RM’000 RM’000 RM’000
If the acquisition had occurred on 1 January 2018, the consolidated results for the financial
year ended 31 December 2018 would have been as follows:
Novel Suluk
Energy Damai Azminas Total
RM’000 RM’000 RM’000 RM’000
(c) On 12 June 2018, the Company’s wholly-owned subsidiary, Milab had acquired entire equity
interest in Epic Solartech Sdn. Bhd. (“Epic Solartech”) for a cash consideration of RM50,000. The
principal activity of Epic Solartech was provision of electrical, mechanical, motor and generation
of power including all forms of renewable energy generation.
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notes to the
financial statements (Cont’d)
2018 (Cont’d)
(c) (Cont’d)
(i) The fair value of the identifiable assets and liabilities of Epic Solartech as at the date of
acquisition were as follows:
Epic
Solartech
RM’000
Assets
Deferred tax asset (Note 14) 11
Trade and other receivables 38
Tax assets 54
Cash and cash equivalents 8
111
Liabilities
Trade and other payables (29)
50
(ii) The effect of the acquisition of the subsidiary on cash flows of the Group were as follows:
Epic
Solartech
RM’000
From the date of acquisition, the subsidiary’s contributed revenue and loss net of tax are
as follows:
Epic
Solartech
RM’000
Revenue 157
Loss for the financial year (45)
150
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notes to the
financial statements (Cont’d)
2018 (Cont’d)
(c) (Cont’d)
If the acquisition had occurred on 1 January 2018, the consolidated results for the financial
year ended 31 December 2018 would have been as follows:
Epic
Solartech
RM’000
Revenue 293
Loss for the financial year (74)
FINANCIAL STATEMENTS
2017
(a) On 13 January 2017, the Company’s indirect 60% owned subsidiary, OCK Vietnam Towers
Pte. Ltd. (“OVT”) had acquired the entire equity interest in Southeast Asia Telecommunications
Holdings Pte. Ltd. and its subsidiaries (“SEATH Group”) for a total purchase consideration of
USD51,937,441, to be fully satisfied via cash.
(i) The fair value of the identifiable assets and liabilities of SEATH Group as at the date of
acquisition were as follows:
Group
2017
RM’000
Assets
Property, plant and equipment (Note 11) 55,509
Intangible assets (Note 13) 22,996
Deferred tax assets 566
Inventories 56
Trade and other receivables 14,022
Cash and cash equivalents 13,822
106,971
Liabilities
Trade and other payables (5,266)
Tax liabilities (1,148)
Deferred tax liabilities (6,027)
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notes to the
financial statements (Cont’d)
2017 (Cont’d)
(a) (Cont’d)
(i) The fair value of the identifiable assets and liabilities of SEATH Group as at the date of
acquisition were as follows: (Cont’d)
Acquisition-related costs
(ii) The effects of the acquisition of SEATH Group on cash flows of the Group were as follows:
Group
2017
RM’000
(b) On 23 March 2017, the Company’s wholly-owned subsidiary, OCK SEA Towers Pte. Ltd. (“OST”)
had completed the establishment of OCK Myanmar Holdings Pte. Ltd. (“OMH”) in The Republic
of Singapore, as a wholly-owned subsidiary. Consequently, OMH became an indirect wholly-
owned subsidiary of the Company. The intended principal activity of OMH was provision of tower
facilities, utilities and communication network for mobile and broadband operators.
(c) On 23 August 2017, the Company’s wholly-owned subsidiary, Milab Marketing Sdn. Bhd.
(“Milab”) had completed the acquisition of 25,500 ordinary shares in Seri Kuasa Sdn. Bhd. (“Seri
Kuasa”) representing 51% equity interest in Seri Kuasa for a cash consideration of RM25,500.
Consequently, Seri Kuasa became an indirect 51% owned subsidiary of the Company. The
intended principal activity of Seri Kuasa was provision of renewable energy and power solutions.
(d) On 14 December 2017, OCK Tower Infra Sdn Bhd (“OCK Tower”), a wholly-owned subsidiary of
OST which in turn is a wholly-owned subsidiary of the Company, had completed the acquisition
of 300,000 ordinary shares in OCK Telco Infra Sdn. Bhd. (“OCK Telco”) representing the remaining
30% equity interest in OCK Telco for a cash consideration of RM300,000. Consequently, OCK
Telco becomes a wholly-owned subsidiary of OCK Tower which is turn, an indirect wholly-owned
subsidiary of the Company.
152
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notes to the
financial statements (Cont’d)
2018
FINANCIAL STATEMENTS
Perkerjaan OCK Ventures Sdn. Bhd. for a cash consideration of RM249,998.
2017
2018
153
154
notes to the
ock
financial statements
(Cont’d)
The financial information of the Group’s subsidiaries that have material non-controlling interests (“NCI”) are as follows:
Fuzhou OCK
1-Net PT Putra Dynasynergy EI Power Vietnam
Solution Mulia Tele- Services Technologies Steadcom Firatel Towers SEATH
Co. Ltd. communication Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Pte. Ltd. Group Others Total
2018 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Carrying amount of NCI 709 3,235 2,813 2,401 6,163 3,099 27,781 7,053 735 53,989
Profit/(Loss) allocated to NCI 65 188 650 498 1,432 834 (2,506) 4,564 (155) 5,570
2017
Carrying amount of NCI 679 3,335 2,555 3,102 5,466 2,264 30,007 5,535 98 53,041
Profit/(Loss) allocated to NCI 261 410 808 936 2,329 385 (2,732) 5,777 (863) 7,311
(d) Summarised financial information of Group’s subsidiaries that have non-controlling interests
The summarised financial information (before intra-group elimination) of the Group’s material subsidiaries that have NCI are as follows:
Fuzhou OCK
1-Net PT Putra Dynasynergy EI Power Vietnam
Solution Mulia Tele- Services Technologies Steadcom Firatel Towers SEATH
Co. Ltd. Communication Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Pte. Ltd. Group
2018 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Summarised statements of
financial position
Net assets 2,191 15,877 5,736 4,468 12,563 7,932 75,652 215,601
Summarised statements of
comprehensive income
155
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FINANCIAL STATEMENTS
156
notes to the
ock
financial statements
(Cont’d)
(d) Summarised financial information of Group’s subsidiaries that have non-controlling interests (Cont’d)
The summarised financial information (before intra-group elimination) of the Group’s material subsidiaries that have NCI are as follows: (Cont’d)
Fuzhou OCK
1-Net PT Putra Dynasynergy EI Power Vietnam
Solution Mulia Tele- Services Technologies Steadcom Firatel Towers SEATH
Co. Ltd. Communication Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Pte. Ltd. Group
2018 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
(d) Summarised financial information of Group’s subsidiaries that have non-controlling interests (Cont’d)
The summarised financial information (before intra-group elimination) of the Group’s material subsidiaries that have NCI are as follows: (Cont’d)
Fuzhou OCK
1-Net PT Putra Dynasynergy EI Power Vietnam
Solution Mulia Tele- Services Technologies Steadcom Firatel Towers SEATH
Co. Ltd. Communication Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Pte. Ltd. Group
2017 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Summarised statements of
financial position
Non-current assets 34 10,872 76 404 3,985 107 210,221 184,030
Current assets 4,491 21,541 13,248 12,838 18,439 12,121 1,951 41,268
Non-current liabilities – (353) (39) (307) (2,550) (124) – (7,654)
Current liabilities (2,396) (8,668) (8,076) (7,006) (8,732) (6,311) (135,478) (6,190)
Net assets 2,129 23,392 5,209 5,929 11,142 5,793 76,694 211,454
Summarised statements of
comprehensive income
Revenue 7,332 42,410 25,807 34,780 49,987 8,395 – 57,577
Profit/(Loss) for the financial year 534 2,735 1,648 1,951 4,752 986 (6,829) 20,077
Total comprehensive income/(loss) 472 993 1,648 1,951 4,752 986 (14,509) 22,247
157
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FINANCIAL STATEMENTS
158
notes to the
ock
financial statements
(Cont’d)
(d) Summarised financial information of Group’s subsidiaries that have non-controlling interests (Cont’d)
The summarised financial information (before intra-group elimination) of the Group’s material subsidiaries that have NCI are as follows: (Cont’d)
Fuzhou OCK
1-Net PT Putra Dynasynergy EI Power Vietnam
Solution Mulia Tele- Services Technologies Steadcom Firatel Towers SEATH
Co. Ltd. Communication Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Pte. Ltd. Group
2017 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
OCK Vietnam Towers Pte. Ltd. is restricted from declaring any dividends to the Group unless prior written consent is obtained from the non-controlling interests
shareholder.
www.ock.com.my
notes to the
financial statements (Cont’d)
Company
2018 2017
RM’000 RM’000
225 –
FINANCIAL STATEMENTS
(a) On 26 September 2017, the Company’s wholly-owned subsidiary, OCK Setia Engineering Sdn. Bhd.
(“OCKSE”), and Irat Properties Sdn. Bhd. (“IRAT”) had entered into a Joint Venture Agreement to
regularise their respective rights, duties and obligations and mutual covenants as shareholders of Irat
Civil Works Sdn. Bhd. (“ICW”).
ICW was incorporated on 25 April 2017 with paid-up share capital of RM2. The issued and paid-up
share capital were increased from RM2 to RM1,000,000 where OCKSE and IRAT each subscribed in
cash, through the allotment of 400,000 ordinary shares amounting to RM400,000 to OCKSE and the
allotment of 599,998 ordinary shares amounting to RM599,998 to IRAT. The allotment of shares were
completed on 14 March 2018. The principal activity of ICW is in the provision of engineering services.
(b) On 23 May 2018, the Company’s wholly-owned subsidiary, OCK Setia Engineering Sdn. Bhd. (“OCKSE”)
had completed acquisition of 49 ordinary shares in OCK Digital Infra (Sarawak) Sdn. Bhd. (“OCKDIS”)
representing the 49% equity interest in OCKDIS.
On 13 June 2018, OCKSE had further subscribed for 48,951 ordinary shares in the share capital of
OCKDIS. Subsequently, on 19 September 2018, OCKSE disposed 29,000 ordinary shares representing
29% equity interest in OCKDIS for a cash consideration of RM29,000. Consequently, OCKSE owned
20% equity interest in OCKDIS.
(c) The associate is accounted for using the equity method in the consolidated financial statements.
Irat Civil Works Sdn. Bhd. * Malaysia 40% – Provision of engineering services.
^ Disclosed using unaudited management financial statements, auditors’ report is not available.
* Audited by other auditors other than Baker Tilly Monteiro Heng PLT.
159
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notes to the
financial statements (Cont’d)
The following table illustrates the summarised financial information of the Group’s associates, adjusted for
any differences in accounting policies and reconciles the information to the carrying amount of the Group’s
interests in the associates:
2018
Assets and Liabilities
Non-current assets – 2 10 12
Current assets 107 1,243 3,108 4,458
Current liabilities (12) (736) (3,206) (3,954)
Results:
Revenue – 2,187 3,614 5,801
(Loss)/Profit for the financial year (5) (576) 633 52
Total comprehensive (loss)/profit (5) (576) 633 52
160
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notes to the
financial statements (Cont’d)
The following table illustrates the summarised financial information of the Group’s associates, adjusted for
any differences in accounting policies and reconciles the information to the carrying amount of the Group’s
interests in the associates: (Cont’d)
OCK Steadcom
Thailand
2017 RM’000
Results:
Revenue 831
FINANCIAL STATEMENTS
Loss for the financial year (187)
Total comprehensive loss (187)
Cost of investment 61
Share of post-acquisition losses (61)
17. INVENTORIES
Group
2018 2017
RM’000 RM’000
At cost:
Raw materials 4,692 2,546
Work-in-progress 66,970 67,058
Finished goods 760 1,187
72,422 70,791
Inventories recognised as cost of sales during the financial year 242,744 309,927
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notes to the
financial statements (Cont’d)
Group Company
2018 2017 2018 2017
Note RM’000 RM’000 RM’000 RM’000
Non-current:
Trade receivable
- Third party (a) (b) – 21,878 – –
Other receivables
- Third parties 1,221 1 – –
- Prepayments 3,184 1,454 – –
- Amounts owing by
subsidiaries (f) – – 285,973 315,361
Current:
Trade receivables
- Third parties:
- billed 169,083 194,539 – –
- unbilled 54,762 40,795 – –
- Related parties (c) 2,141 2,280 – –
- Retention sum (d) 3,783 4,569 – –
229,769 242,183 – –
Less: Allowance for
impairment loss
- Third party (265) (265) – –
162
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notes to the
financial statements (Cont’d)
Group Company
2018 2017 2018 2017
Note RM’000 RM’000 RM’000 RM’000
Other receivables
- Third parties 29,132 15,851 1 1
- Interest receivables – – – 189
- Amount owing by
ultimate holding
company 198 72 198 69
- Amounts owing by
related parties – 413 – –
- Amount owing by an
associated company 2,030 2,007 – –
FINANCIAL STATEMENTS
impairment loss
- Third party (38) – – –
Trade receivables are non-interest bearing and the Group’s normal trade credit terms extended to
customers ranging from 30 to 150 days (2017: 30 to 150 days). Other credit terms are assessed and
approved on a case-by-case basis. The credit period varies from customers to customers after taking
into consideration their payment track record, financial background, length of business relationship
and size of transactions.
163
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notes to the
financial statements (Cont’d)
The movements in the impairment of trade and other receivables are as follows:
Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000
Trade receivable
At beginning/end of the
financial year 265 265 – –
Other receivables
At beginning of the financial year – – 5,291 3,174
Charge for impairment losses (Note 8)
- individually assessed 38 – 2,679 4,911
Reversal of impairment losses
(Note 8) – – – (2,794)
(b) In the previous financial year, long term trade receivable is measured at amortised cost at imputed
interest rate at 7% per annum.
(c) Included in trade receivables of the Group are amounts of RM2,140,935 (2017: RM2,280,161) owing by
related parties in which certain directors of subsidiaries had substantial financial interest. The amount
is under normal trade term.
(d) Included in trade receivables of the Group are retention sum of RM3,782,659 (2017: RM4,568,453)
relating to construction work-in-progress. Retention sums are unsecured, interest-free and are expected
to be collected within the period of normal operating cycle.
(e) Included in trade receivables is an amount of RM5,760,000 (2017: RM5,960,000) pledged as security
for banking facility granted to a subsidiary (Note 27).
(f) Amounts owing by subsidiaries are non-trade in nature, unsecured, not expected to be settled within
the next 12 months (2017: within the next 12 months), bear interest at rate of 4.6% (2017: 4.6%) per
annum and expected to be settled in cash.
(g) Included in deposits of the Group is a refundable deposit of RM5,000,000 (2017: RM5,000,000) paid
by a subsidiary to sub-contractors.
(i) down payment of RM1,305,000 (2017: RM1,305,000) for the purchase of a company shares;
(ii) transaction costs of RM4,265,676 (2017: RM2,861,914) in relation to the undrawn loan facilities
of the Group; and
(Iii) down payments to suppliers of RM19,086,880 (2017: RM7,110,705) for the purchase of goods
and equipment.
164
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notes to the
financial statements (Cont’d)
(i) The foreign currency exposure profile of the trade and other receivables of the Group is as follows:
Group
2018 2017
RM’000 RM’000
(j) The information about the credit exposures are disclosed in Note 38(a).
Group
2018 2017
RM’000 RM’000
FINANCIAL STATEMENTS
Contract assets relating to construction service contracts 13,085 12,012
2018 2017
Contract Contract Contract Contract
assets liabilities assets liabilities
increase/ (increase)/ increase/ (increase)/
(decrease) decrease (decrease) decrease
Group RM’000 RM’000 RM’000 RM’000
Increases as a result of
changes in the measure
of progress 5,362 – 4,563 –
165
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notes to the
financial statements (Cont’d)
Group
2018 2017
RM’000 RM’000
Revenue recognised that was included in the contract liability balance at the beginning of the year
represented primarily revenue from the sale of construction contracts when percentage of completion
increases.
Group
2018 2017
RM’000 RM’000
Forward exchange contracts are used to manage the foreign currency exposures arising from subsidiaries’
payables denominated in currencies (USD and CNY) other than the functional currency of the subsidiaries.
Most of the forward exchange contracts have maturities of less than one year after the end of the reporting
period. Where necessary, the forward contracts are rolled over at maturity. The notional principal amounts of
the subsidiaries’ outstanding forward foreign exchange contracts as at 31 December 2018 were RM119,098
(2017: RM3,367,461).
Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000
166
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notes to the
financial statements (Cont’d)
For the purpose of the statements of cash flows, cash and cash equivalents comprise the following:
Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000
8,765 28,939 – –
Cash and bank balances 54,181 77,388 222 493
Short term cash investments 1,311 289 303 282
Less: Bank overdrafts (Note 27) (42,126) (23,805) – –
FINANCIAL STATEMENTS
(a) Deposits placed with licensed banks amounting of RM12,431,571 (2017: RM12,267,899) of the Group
are pledged as security for banking facilities granted to subsidiaries (Note 27).
(b) Deposits placed with licensed banks of the Group earn interest at rates ranging from 2.60% to 6.40%
(2017: 2.45% to 6.40%) per annum with a maturity of three months or less.
(c) Short term cash investments comprise money market funds placed with non-bank financial institutions
which are highly liquid and subject to insignificant risk of changes in value.
(d) The foreign currency exposure profile of cash and short term deposits of the Group are as follows:
Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000
Chinese Yuan – 3 – –
United States Dollar 24,273 25,530 – 5
167
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notes to the
financial statements (Cont’d)
The new Companies Act 2016 (“the Act”), which came into operation on 31 January 2017, abolished the
concept of authorised share capital and par value of share capital. Consequently, the amount standing to
the credit of the share premium account of RM157,150,541 becomes part of the Company’s share capital
pursuant to the transitional provisions set out in Section 618(2) of the Act. Notwithstanding this provision, the
Company may within 24 months from the commencement of the Act, use the amount standing to the credit
of its share premium account of RM157,150,541 for purposes set out in Section 618(3) of the Act. There is
no impact on the number of ordinary shares in issue or the relative entitlement of any of the members as a
result of this transition.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to
one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company’s
residual assets.
In the previous financial year, the Company had increased its issued and paid-up ordinary share capital from
RM87,146,546 to RM87,154,261 by way of conversion of 7,500 warrants.
The new ordinary shares issued in the previous financial year ranked pari passu in all respects with the existing
ordinary shares of the Company.
Share premium comprises the premium paid on subscription of shares in the Company over and above the
par value of the shares. Pursuant to Section 618(2) of the Act, the sum of RM157,150,541 standing to the
credit of the Company’s share premium account has been transferred and became part of the Company’s
share capital as disclosed in Note 22.
The translation reserve is used to record foreign currency exchange differences arising from the translation
of the financial statements of foreign operations whose functional currencies are different from that of the
Group’s presentation currency.
168
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notes to the
financial statements (Cont’d)
Group
2018 2017
RM’000 RM’000
The revaluation reserve relates to revaluation of freehold and leasehold land and buildings, net of tax.
The warrants were constituted under the Deed Poll dated 6 November 2015.
FINANCIAL STATEMENTS
(i) Each warrant shall entitle the registered holder of the warrants to subscribe for one (1) new share at any
time during the exercise period at the exercise price of RM0.71, subject to adjustments in accordance
with the provisions of the Deed Poll;
(ii) The close of business on the warrants is five (5) years from and including the date of issue of the warrants,
provided that if such day falls on a day which is not a market day, then on the preceding market day;
(iii) The warrants may be exercised at any time during the tenure of the warrants of five (5) years commencing
on and including the date of issuance of the warrants until 5.00 p.m. on the expiry date. Warrants not
exercised during the exercise period will thereafter lapse and cease to be valid;
(iv) The new shares to be issued arising from the exercise of the warrants will, upon allotment and issuance,
rank pari passu in all respects with the existing shares, save and except that the new shares to be
issued arising from the exercise of the warrants will not be entitled to any dividends, rights, allotments
and/ or any other forms of distribution that may be declared for which the entitlement date for the said
distribution precedes the date of allotment and issuance of the new shares arising from the exercise
of the warrants;
(v) The holders of the warrants are not entitled to any voting right or to participate in any dividends, rights,
allotments and/ or other forms of distribution and/ or offer of further securities in the Company other
than on winding up, compromise or arrangement of the Company as set out in the Deed Poll governing
the warrants until and unless such holders of the warrants exercise their warrants into new shares; and
The warrants are quoted on the Main Market of Bursa Securities on 22 December 2015. The number of
warrants remained unexercised at the end of the financial year are 264,072,954 (2017: 264,072,954).
The fair value of warrants is measured using the binomial option pricing model with the following inputs:
169
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notes to the
financial statements (Cont’d)
27. BORROWINGS
Group
2018 2017
Note RM’000 RM’000
Non-current:
Secured
Finance lease payables (a) 7,768 12,748
Term loans (b) 316,468 166,632
Unsecured
Bonds (c) – 754
324,236 180,134
Current:
Secured
Bankers’ acceptance (d) 15,146 14,898
Revolving projects loan (e) 26,682 51,540
Bank overdrafts (f) 42,126 23,805
Finance lease payables (a) 5,537 6,959
Term loans (b) 55,153 165,294
Revolving credit (g) 26,020 5,111
Unsecured
Bonds (c) 754 552
171,418 268,159
495,654 448,293
Total borrowings:
Finance lease payables (a) 13,305 19,707
Term loans (b) 371,621 331,926
Bonds (c) 754 1,306
Bankers’ acceptance (d) 15,146 14,898
Revolving projects loan (e) 26,682 51,540
Bank overdrafts (f) 42,126 23,805
Revolving credit (g) 26,020 5,111
495,654 448,293
170
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notes to the
financial statements (Cont’d)
Future minimum lease payments under finance leases together with the present value of net minimum
lease payments are as follows:
Group
2018 2017
RM’000 RM’000
FINANCIAL STATEMENTS
Less: Future finance charges (657) (1,007)
The finance lease payables of the Group bear effective interest rates ranging from 4.15% to 7.01%
(2017: 4.15% to 6.63%) per annum.
171
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notes to the
financial statements (Cont’d)
Group
2018 2017
RM’000 RM’000
371,621 331,926
Group
2018 2017
RM’000 RM’000
Non-current liabilities:
- due more than 1 year but not later than 5 years 301,247 136,871
- due after 5 years 15,221 29,761
316,468 166,632
Current liabilities:
- due within 1 year 55,153 165,294
371,621 331,926
172
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notes to the
financial statements (Cont’d)
(i) The term loans bear interest at rates ranging from 4.65% to 12.27% (2017: 4.40% to 12.27%)
per annum and are secured and supported as follows:
(a) Legal charge over the investment properties of the Group (Note 12);
(b) Assignment over all rents and other monies;
(c) Corporate guarantee from the Company and a subsidiary of the Company;
(d) Legal charge over the freehold and leasehold land and buildings of the Group (Note 11);
(e) Joint and several guarantees by certain directors of the Company and a subsidiary;
(f) Legal charge over a property of a director of the subsidiary;
(g) Debenture creating a first rank fixed and floating charge over subsidiaries’s present and
future assets relating to the loan;
(h) Memorandum of deposit or cash collateral agreement;
(i) Deed assignment over the sales proceeds of the metered renewable energy from Tenaga
Nasional Berhad;
(j) Assignment of all rights, interest and benefits of the subsidiary over all Takaful/insurance(s)
issued in relation to the project;
FINANCIAL STATEMENTS
(k) Assignment of performance bond/bank guarantee by the contractor of the solar power;
(l) Fiduciary security over asset of a subsidiary;
(m) Irrevocable payment instruction from the subsidiary to the Company for the financial
obligation;
(n) Assignment over the revenue account by virtue of the dividend payment;
(o) Assignment over the Finance Service Reserve Account (“FSRA”);
(p) Letter of Undertaking from the Company to cover any shortfall in the revenue account and
FSRA;
(q) Pledge over the shares in its sub-subsidiaries owned by the subsidiaries;
(r) Irrevocable and Unconditional Power of Attorney to attend general meeting of shareholders
of its sub-subsidiary and to cast vote with respect to the shares from the subsidiary;
(s) Irrevocable and Unconditional Power of Attorney to be granted by the subsidiary;
(t) Assignment of Dividend arising from the Shares to be granted by the subsidiary;
(u) Irrevocable standing instruction from the subsidiary to the sub-subsidiary so that all dividend
payable to the subsidiary shall be paid by the sub-subsidiary to an account nominated by
the bank;
(v) Power of Attorney to receive dividend to be granted by the subsidiary to the bank;
(w) Irrevocable payment instruction from the subsidiary to the sub-subsidiary for the financial
obligation;
(x) Fiduciary receivables;
(y) Assignment of contracts; and
(z) Master security agreement.
(ii) The foreign currency exposure profile of the Group’s term loans is as follows:
Group
2018 2017
RM’000 RM’000
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notes to the
financial statements (Cont’d)
On 28 November 2013, a subsidiary of the Company had entered into an agreement to issue RM3,227,000
6-year Sukuk Murabahah bonds (“Sukuk”) which bears interest at 5.84% to 6.09% (2017: 5.80% to
6.08%) per annum payable semi-annually in arrears.
• All rental proceeds, in relation to the Telco Structures (completed basic telecommunication
structures), due and payable by the lessee(s) under the rental agreements between the
subsidiary and the lessee(s) which have been identified prior to the issuance (“Series Rental
Agreement”);
• All rights, title and interest in relation to the Series Rental Agreement, including the deposits
paid by the lessee(s) and the issuer in relation to the Telco Structures;
(ii) First legal charge over the Series Designated Accounts and monies standing to the credit of the
Series Designated Accounts, including Shariah compliant permitted investments (the “Permitted
Investments”).
(iii) Assignment of all rights, benefits and titles in respect of the insurance/takaful policies and coverage
of force majeure (if any) in relation to all Telco Structures relating to the Series Rental Agreements
which have been identified prior to each Series of Sukuk Murabahah;
(i) First party legal charge over properties of a subsidiary (Note 11);
(ii) Joint and several guarantees by certain directors of the Company and its subsidiaries;
(iii) Personal guarantee executed by a director of the Company;
(iv) Blanket 2-party Deed of Assignment of all contract proceeds/receivables for the contracts/
transactions financed by the bank;
(v) Pledged of Fixed Deposit of a subsidiary;
(vi) All monies legal charge or all monies Deed of Assignment and Power of attorney over a property
of a subsidiary;
(vii) Corporate guarantee from the Company;
(viii) Assignment over all rents and other monies; and
(ix) Assignment of contract.
The bankers’ acceptance bears interest rates ranging from 5.33% to 5.58% (2017: 3.84% to 5.36%)
per annum.
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notes to the
financial statements (Cont’d)
(i) All monies debenture incorporating fixed and floating charge over all present and future assets
and undertaking of a subsidiary;
(ii) Assignment of all contract proceeds arising from contracts of a subsidiary;
(iii) Assignment of all contract proceeds and/or receivables of a subsidiary to be received from a
frame agreement for provision of services of a subsidiary;
(iv) Pledged of fixed deposits of a subsidiary;
(v) Joint and several guarantees from certain directors of the Company and its subsidiaries; and
(vi) Deed of Assignment of all contract proceeds/receivables for the contracts /transactions financed
by the bank.
The revolving projects loan bears interest rates ranging from 7.0% to 7.25% (2017: 7.0% to 7.25%)
per annum.
FINANCIAL STATEMENTS
The bank overdrafts are secured by way of:-
The bank overdrafts bear effective interest rate of 7.92% to 8.74% (2017: 7.25% to 8.49%) per annum.
The revolving credit bears effective interest rate rates ranging from 6.51% to 7.51% (2017: 6.76%) per
annum.
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notes to the
financial statements (Cont’d)
Group Company
2018 2017 2018 2017
Note RM’000 RM’000 RM’000 RM’000
Non-current:
Trade payable
- Third party (a) (b) – 3,699 – –
Current:
Trade payables
- Third parties 79,303 73,785 – –
- Accruals 7,809 8,841 – –
- Related parties 26 39 – –
- Associate of ultimate
holding company 445 575 – –
- Retention sum 2,093 1,267 – –
(a) Trade payables of the Group are non-interest bearing and the normal trade credit terms granted to the
Group ranging from 30 to 90 days (2017: 30 to 90 days).
(b) In the previous financial year, long term trade payable is measured at amortised cost at imputed interest
rate at 7% per annum.
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notes to the
financial statements (Cont’d)
(c) The foreign currency exposure profile of the trade payables of the Group is as follows:
Group
2018 2017
RM’000 RM’000
(d) Non-trade accruals of the Group include accrued costs on property, plant and equipment of RM7,769,687
(2017: RM10,934,470) owing to the suppliers and sub-contractors.
(e) In the previous financial year, amounts owing to subsidiaries are non-trade in nature, unsecured,
repayable upon demand in cash and bear interest at 4.6% per annum.
(f) Amounts owing to minority shareholders of subsidiaries are non-trade in nature, unsecured, interest-
free and repayable upon demand in cash.
FINANCIAL STATEMENTS
(g) Amounts owing to directors of subsidiaries are non-trade in nature, unsecured, interest-free and repayable
upon demand in cash.
(h) For explanation on the Group’s and the Company’s liquidity risk management processes, refer to Note
38(b).
Group
2018 2017
RM’000 RM’000
(a) This is in respect of provision for employees’ benefits related to retirement, separation fee, service fee,
compensation payments and other benefits recognised.
(b) The provision is made based on the actuarial valuation performed by an independent actuarist on its
report dated 26 February 2019 (2017: 29 January 2018) using the projected unit credit method.
(c) Principal actuarial assumptions used at the reporting date are as follows:
Group
2018 2017
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notes to the
financial statements (Cont’d)
Assumptions on future mortality are determined based on the published past statistics and actual experience.
The measurements assume an average life expectancy of 30 years for an employee retiring at age 55.
Sensitivity analysis
The sensitivity of the defined benefit obligation to the significant actuarial assumptions at the end of the
reporting period are shown below:
Reasonably
possible change Effect on defined
in assumption benefit obligation
Increase Decrease
Group RM’000 RM’000
2018
Discount rate 1.0% (51) 60
Future salary growth 1.0% 58 (50)
2017
Discount rate 1.0% (52) 63
Future salary growth 1.0% 59 (50)
The sensitivity analysis above have been determined based on a method that extrapolates the impact on
defined benefit obligation as a result of reasonable changes in significant actuarial assumptions occurring at
the end of reporting period.
Group
2018 2017
RM’000 RM’000
The provision for liabilities comprises site restoration costs which are estimated using the assumption that
decommissioning will take place at the end of the lease terms based on the current condition of the sites, at
the estimated costs to be incurred upon the expiry of the lease terms and discounted at the current market
interest rate available to the Group.
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notes to the
financial statements (Cont’d)
31. DIVIDENDS
Company
2018 2017
RM’000 RM’000
FINANCIAL STATEMENTS
33. CAPITAL COMMITMENTS
Group
2018 2017
RM’000 RM’000
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notes to the
financial statements (Cont’d)
The Group has entered into a commercial lease for its sites, office premises, factory, equipment, motor
vehicles and hostels. These leases have tenure of 1 to 20 years with a renewal option included in the
contract. There are no restrictions placed upon the Group by entering into these leases.
Future minimum rental payable under the non-cancellable operating lease at the reporting date is as
follows:
Group
2018 2017
RM’000 RM’000
129,459 113,493
The Group has entered into non-cancellable lease arrangements by leasing its telecommunication
towers and sub-letting its equipment, factory, warehouse and shop offices. The leases include a clause
to enable upward revision of the rental charge depending on prevailing market conditions during or
upon the expiry of these agreements.
Future minimum lease receivables as at the end of the reporting date is as follows:
Group
2018 2017
RM’000 RM’000
798,346 725,356
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notes to the
financial statements (Cont’d)
For the purpose of these financial statements, parties are considered to be related to the Group and
the Company if the Group and the Company have the ability to directly control the party or exercise
significant influence over the party in making financial and operating decision, or vice versa, or where
the Group and the Company and the party are subject to common control or common significant
influence. Related parties may be individuals or other entities.
The Group and the Company have related party relationships with their subsidiaries, related parties,
directors of the Company and key management personnel. Related parties of the Group are as follows:
FINANCIAL STATEMENTS
Sdn. Bhd. (Dynasynergy Services Sdn. Bhd.) is a director and a substantial
shareholder
Modern Net Sdn. Bhd. A company in which a director of a subsidiary (Firatel Sdn. Bhd.) is a
director and a substantial shareholder
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notes to the
financial statements (Cont’d)
Group
2018 2017
RM’000 RM’000
Related Parties
Dynasynergy Sdn. Bhd.
Sales received/receivable (2,231) (8,174)
Dynasynergy Technology Sdn. Bhd.
Purchases paid/payable 203 –
Imejjiwa Communications
Consultancy fees paid/payable 69 72
PLY Technology
Consultancy fees paid/payable 336 246
Associates
Irat Civil Works Sdn. Bhd.
Sales received/receivable (973) –
OCK Steadcom (Thailand) Pte. Ltd.
Sales received/receivable (1,234) –
Staff cost paid/payable – 448
Company
2018 2017
RM’000 RM’000
Information regarding outstanding balances arising from related parties transactions at each reporting
date are disclosed in Notes 18 and 28.
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notes to the
financial statements (Cont’d)
Key management personnel includes personnel having authority and responsibility for planning, directing
and controlling the activities of the entities, directly or indirectly, including any director of the Group and
of the Company.
Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000
FINANCIAL STATEMENTS
Non-executive Directors:
- fees 168 158 168 158
- allowances 20 21 20 21
1,074 1,905 – –
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notes to the
financial statements (Cont’d)
The Group has five reporting segments, as described below, which are the Group’s strategic business units.
The strategic business units offer different products and services, and are managed separately because they
require different technology and marketing strategies.
For each of the strategic business units, the Group’s Chief Executive Officer (the chief operating decision
maker) reviews internal management reports at least on a quarterly basis. The following summary describes
the operations in each of the Group’s reportable segments:
There are varying level of integration between reportable segments, the Telecommunication Network Services
and M&E Engineering Services reportable segments. This integration includes transfer of raw materials and
providing engineering services. Inter-segment pricing is determined on negotiated basis.
Segment performance is evaluated based on operating profit or loss which in certain respects, is measured
differently from operating profit or loss in the consolidated statement of comprehensive income.
184
notes to the
financial statements
(Cont’d)
Tele-
communication Green Energy M&E Adjustments
Network and Power Engineering Investment and
Services Solutions Trading Services Holding Eliminations Consolidated
Group Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
2018
Revenue
External revenue 390,250 30,275 15,841 21,230 – (375) 457,221
Inter-segment revenue a 31,861 1,198 5,872 1,023 – (39,954) –
Results
Interest income a (5,911) (9) (339) (2) (12,549) 15,050 (3,760)
Finance costs a 29,288 2,767 459 114 1,610 (12,200) 22,038
Depreciation and amortisation 30,519 2,921 100 60 – 3,490 37,090
Other non-cash (income)/expenses b (3,036) (25) (107) – 2,685 347 (136)
Segment profit after tax c 47,939 932 2,140 368 4,134 (25,667) 29,846
Segment Assets
Additions to non-current assets d 109,988 1,339 784 14 – (1,420) 110,705
Segment assets e 1,826,163 75,777 23,997 25,216 365,922 (1,180,494) 1,136,581
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FINANCIAL STATEMENTS
186
notes to the
ock
financial statements
(Cont’d)
Tele-
communication Green Energy M&E Adjustments
Network and Power Engineering Investment and
Services Solutions Trading Services Holding Eliminations Consolidated
Group Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
2017
Revenue
External revenue 423,179 38,325 4,419 26,266 – – 492,189
Inter-segment revenue a 33,946 2,521 3,976 4,579 3,171 (48,193) –
Results
Interest income a (5,527) (82) (128) (150) (13,461) 15,078 (4,270)
Finance costs a 29,489 1,568 8 216 1,669 (13,199) 19,751
Depreciation and amortisation 31,087 1,952 77 177 – 896 34,189
Other non-cash expenses/(income) b 1,133 263 32 – 4,476 (4,911) 993
Segment profit after tax c 27,115 2,663 986 649 8,765 (8,238) 31,940
Segment Assets
Additions to non-current assets d 86,140 26,071 – – – – 112,211
Segment assets e 1,588,569 74,942 12,228 25,627 494,627 (1,094,595) 1,101,398
notes to the
financial statements (Cont’d)
(b) Other material non-cash expenses/(income) consist of the following items as presented in the respective
notes:
2018 2017
RM’000 RM’000
FINANCIAL STATEMENTS
Unwinding effect on provision for site restoration 139 –
(136) 993
(d) Additions to non-current assets (excluding financial instruments, intangible assets and deferred tax
assets) consist of:
2018 2017
RM’000 RM’000
Property, plant and equipment 110,644 109,961
Investment properties 61 2,250
110,705 112,211
(e) The following items are deducted from segment assets to arrive at total assets reported in the
consolidated statement of financial position:
2018 2017
RM’000 RM’000
(f) The following items are deducted from segment liabilities to arrive at total liabilities reported in the
consolidated statement of financial position:
2018 2017
RM’000 RM’000
(637,471) (613,209)
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notes to the
financial statements (Cont’d)
Revenue
2018 2017
RM’000 RM’000
Malaysia 282,453 322,652
Cambodia – 2,761
China 5,825 7,332
Myanmar 65,648 49,332
Indonesia 47,090 46,951
Singapore 8,124 11,293
Vietnam 48,081 51,868
457,221 492,189
The following is the analysis of non-current assets other than financial instruments and deferred tax
assets analysed by the Group’s geographical location:
Non-current assets
2018 2017
RM’000 RM’000
645,541 564,243
Revenue from two major customers (2017: one) in the Telecommunication Network Services segment
represents approximately RM81,716,063 (2017: RM38,340,875) or 18% (2017: 8%) of the Group’s
revenue.
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notes to the
financial statements (Cont’d)
The following table analyses the financial instruments in the statements of financial position by the
classes of financial instruments to which they are assigned:
Carrying
amount AC FVPL
RM’000 RM’000 RM’000
2018
FINANCIAL STATEMENTS
Financial Assets
Group
Trade and other receivables, net of
non-refundable deposit, GST refundable,
advances to sub-contractors and prepayments 272,151 272,151 –
Cash and short-term deposits 75,378 75,378 –
Short term cash investments 1,311 – 1,311
Company
Other receivables, net of prepayments 278,202 278,202 –
Cash and short-term deposits 222 222 –
Short term cash investments 303 – 303
Financial liabilities
Group
Trade and other payables, net of GST payable 120,844 120,844 –
Borrowings 495,654 495,654 –
Derivative financial liabilities 2 – 2
616,500 616,498 2
Company
Other payables, net of GST payable 187 187 –
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ock Annual Report 2018
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notes to the
financial statements (Cont’d)
The following table analyses the financial instruments in the statements of financial position by the
classes of financial instruments to which they are assigned: (Cont’d)
Carrying
amount L&R FVTPL FL
RM’000 RM’000 RM’000 RM’000
2017
Financial Assets
Group
Trade and other receivables,
net of non-refundable
deposit, GST refundable,
advances to sub-contractors
and prepayments 293,460 293,460 – –
Cash and short-term deposits 118,595 118,595 – –
Short term cash investments 289 – 289 –
Company
Other receivables, net of
prepayments 310,329 310,329 – –
Cash and short-term deposits 493 493 – –
Short term cash investments 282 – 282 –
Financial liabilities
Group
Trade and other payables,
net of GST payable 162,304 – – 162,304
Borrowings 448,293 – – 448,293
Derivative financial liabilities 6 – 6 –
610,603 – 6 610,597
Company
Other payables, net of GST
payable 9,750 – – 9,750
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notes to the
financial statements (Cont’d)
The carrying amounts of cash and cash equivalents, short term receivables and payables are reasonable
approximation to their fair values due to relatively short term nature of these financial instruments.
The fair values of long term receivables and long term payables are estimated using the discounted
cash flows method based on discount rates that reflects the issuer’s borrowing rate as at the end of
the reporting period.
The carrying amount of long term and short term floating rate borrowings approximates their fair value
as the borrowings will be re-priced to market interest rate on or near reporting date. The fair value of
finance lease payables is calculated based on the present value of future principal and interest cash
flows, discounted at the market rate of interest at the end of the reporting period.
The fair value of short term cash investments is determined by reference to the redemption price at the
end of the reporting period.
There have been no transfers between Level 1 and Level 2 during the financial year (2017: no transfer
FINANCIAL STATEMENTS
in either directions).
191
192
notes to the
ock
financial statements
(Cont’d)
The following table provides the fair value measurement hierarchy of the Group’s and of the Company’s financial instruments:
Financial liabilities
Finance lease payables 13,305 – – – – – 13,753 – 13,753
Derivatives financial liabilities 2 2 – – 2 – – – –
2017
Financial assets
Short term cash investments 289 289 – – 289 – – – –
Financial liabilities
Finance lease payables 19,707 – – – – – 20,544 – 20,544
Derivatives financial liabilities 6 6 – – 6 – – – –
notes to the
financial statements
(Cont’d)
The following table provides the fair value measurement hierarchy of the Group’s and of the Company’s financial instruments: (Cont’d)
2017
Financial assets
Short term cash investments 282 282 – – 282 – – – –
193
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FINANCIAL STATEMENTS
ock Annual Report 2018
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notes to the
financial statements (Cont’d)
The fair value of forward foreign exchange contracts is estimated by discounting the differences between
the contractual forward price and the current forward price for the residual maturity of the contract.
The fair value of finance lease payables is determined using the discounted cash flows method based
on discount rates that reflects the issuer’s borrowing rates as at the end of the reporting period.
The operations of the Group and of the Company are subject to a variety of financial risks, including credit
risk, liquidity risk, foreign currency risk and interest rate risk. The Group and the Company have formulated a
financial risk management framework whose principal objective is to minimise the Group’s and the Company’s
exposure to risks and/or costs associated with the financing, investing and operating activities of the Group
and of the Company.
The following sections provide details regarding the Group’s and Company’s exposure to the above-mentioned
financial risks and the objectives, policies and processes for the management of these risks.
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty
default on its obligations. The Group’s and the Company’s exposure to the credit risk arises primarily
from trade and other receivables. For cash and bank balances and deposits with licensed bank, the
Group and the Company minimises credit risk by dealing exclusively with high credit rating financial
institutions.
The Group’s and the Company’s objective is to seek continual revenue growth while minimising losses
incurred due to increased credit risk exposure. The Group and the Company trade only with recognised
and creditworthy third parties. In addition, receivables balances are monitored on an on-going basis
with the result that the Group’s and the Company’s exposure to bad debt is not significant.
At the reporting date, the maximum exposure to credit risk arising from trade receivables and contract
assets is represented by the carrying amounts in the statements of financial position.
The carrying amount of trade receivables and contract assets are not secured by any collateral or
supported by any other credit enhancements. In determining the recoverability of these receivables,
the Group considers any change in the credit quality of the receivables from the date the credit was
initially granted up to the reporting date. The Group has adopted a policy of dealing with creditworthy
counterparties as a means of mitigating the risk of financial loss from defaults.
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notes to the
financial statements (Cont’d)
At the end of the reporting period, approximately 11% (2017: 13%) of the Group trade receivables was
due from one (2017: one) major customer who was involved in telecommunication network services
industry.
The Group applies the simplified approach to providing for impairment losses prescribed by MFRS 9,
which permits the use of the lifetime expected credit loss provision for all trade receivables and contract
assets. To measure the impairment losses, trade receivables have been grouped based on shared credit
risk characteristics and the days past due.
The information about the credit risk exposure on the Group’s trade receivables and contract assets
using the provision matrix are as follows:
FINANCIAL STATEMENTS
Gross
Expected carrying
credit loss amount at Impairment
rate default losses
% RM’000 RM’000
Group
2018
Contract assets 0% 13,085 –
Trade receivables
Current 0% 128,980 –
1 to 30 days past due 0% 6,537 –
31 to 60 days past due 0% 15,908 –
61 to 90 days past due 0% 27,455 –
91 to 120 days past due 0% 8,548 –
More than 121 days past due 0% 42,341 –
0% 229,769 –
0% 242,854 –
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ock Annual Report 2018
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notes to the
financial statements (Cont’d)
As at 31 December 2017, the ageing analysis of the Group’s trade receivables were as follows:
Group
2017
RM’000
78,900
Individually impaired 265
264,061
For other receivables and other financial assets (including cash and cash equivalents and derivatives), the
Group and the Company minimise credit risk by dealing exclusively with high credit rating counterparties.
At the reporting date, the Group’s and the Company’s maximum exposure to credit risk arising from
other receivables and other financial assets is represented by the carrying amount of each class of
financial assets recognised in the statements of financial position.
The Group and the Company consider the probability of default upon initial recognition of asset and
whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting
period. To assess whether there is a significant increase in credit risk the Group and the Company
compare the risk of a default occurring on the asset as at the reporting date with the risk of default
as at the date of initial recognition. It considers available reasonable and supportive forward-looking
information. The following indicators are incorporated, amongst others:
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notes to the
financial statements (Cont’d)
Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more
than 30 days past due from the credit term in making a contractual payment.
Some intercompany loans between entities within the Group are repayable on demand. For loans that
are repayable on demand, impairment losses are assessed based on the assumption that repayment
of the loan is demanded at the reporting date. If the borrower does not have sufficient highly liquid
resources when the loan is demanded, the Group and the Company will consider the expected manner
of recovery and recovery period of the intercompany loan.
Refer to Note 3.16(a) for the Group’s and the Company’s other accounting policies for impairment of
financial assets.
FINANCIAL STATEMENTS
The Company is exposed to credit risk in relation to financial guarantees given to banks in respect
of loans granted to certain subsidiaries. The Company monitors the results of the subsidiaries and
their repayment on an on-going basis. The maximum exposure to credit risks is representing by the
maximum amount the Company could pay if the guarantee is called on is disclosed in Note 32. As at
the reporting date, there was no loss allowance for impairment as determined by the Company for the
financial guarantee.
The financial guarantees have not been recognised since the fair value on initial recognition was not
material.
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
The Group’s exposure to liquidity risk arises principally from its various payables, loans and borrowings.
The Group maintains a level of cash and cash equivalents and bank facilities deemed adequate by the
management to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when
they fall due.
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notes to the
financial statements (Cont’d)
Maturity analysis
The maturity analysis of the Group’s and the Company’s financial liabilities by their relevant maturity at
the reporting date are based on contractual undiscounted repayment obligations are as follows:
2018
Group
Financial liabilities
Trade and other
payables 120,844 120,844 – – 120,844
Bankers’ acceptance 15,146 15,146 – – 15,146
Revolving projects
loan 26,682 26,682 – – 26,682
Revolving credit 26,020 26,020 – – 26,020
Bank overdrafts 42,126 42,126 – – 42,126
Bonds 754 754 – – 754
Finance lease
payables 13,305 6,194 8,484 – 14,678
Term loans 371,621 57,544 307,565 17,813 382,922
2018
Company
Financial liabilities
Other payables 187 187 – – 187
Financial guarantee
contracts – 491,121 – – 491,121
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notes to the
financial statements (Cont’d)
The maturity analysis of the Group’s and the Company’s financial liabilities by their relevant maturity at
the reporting date are based on contractual undiscounted repayment obligations are as follows: (Cont’d)
2017
Group
Financial liabilities
Trade and other
payables 162,304 158,605 – – 158,605
FINANCIAL STATEMENTS
Bankers’ acceptance 14,898 14,898 – – 14,898
Revolving projects
loan 51,540 51,540 – – 51,540
Revolving credit 5,111 5,111 – – 5,111
Bank overdrafts 23,805 23,805 – – 23,805
Bonds 1,306 566 918 – 1,484
Finance lease
payables 19,707 7,966 14,078 – 22,044
Term loans 331,926 172,320 160,730 10,814 343,864
Company
Financial liabilities
Other payables 9,750 9,750 – – 9,750
Financial guarantee
contracts – 441,876 – – 441,876
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notes to the
financial statements (Cont’d)
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in foreign exchange rates.
The Group has transactional currency exposure arising from sales, purchases, deposits and borrowings
that are denominated in a currency other than the respective functional currency of the Group’s entities,
primarily RM. The foreign currencies in which these transactions are denominated are mainly United
States Dollar (“USD”) and Chinese Yuan (“CNY”).
The Group and the Company also hold cash and cash equivalents denominated in foreign currencies
for working capital purposes. At the reporting date, such foreign currency balances (mainly in USD and
Chinese Yuan (“CNY”)) amounted to RM24,272,651 (2017: RM25,532,955) and RM Nil (2017: RM5,287)
respectively.
The Group is also exposed to currency translation risk arising from its investments in foreign operations.
The Group’s investments in Singapore, Indonesia, China, Cambodia, Thailand, Myanmar, British Virgin
Islands and Vietnam are not hedged as currency positions in the functional currency of respective
countries are considered to be long-term in nature.
The following table demonstrates the sensitivity of the Group’s profit net of tax to a reasonably possible
change in the USD and CNY exchange rates against the respective functional currency of the Group’s
entities, with all other variables held constant:
Group Company
Profit net of tax Profit net of tax
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000
USD/RM - strengthen by 5%
(2017: 5%) (1,501) (4,811) – –
- weaken by 5%
(2017: 5%) 1,501 4,811 – –
CNY/RM - strengthen by 5%
(2017: 5%) (325) (4) – –
- weaken by 5%
(2017: 5%) 325 4 – –
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notes to the
financial statements (Cont’d)
Interest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s
financial instruments will fluctuate because of changes in market interest rates.
The Group’s and the Company’s exposure to interest rate risk arises primarily from:
Cash deposits are short term in nature and are not held for speculative purposes.
The Group manages its interest rate yield by prudently placing deposits with varying maturity
periods.
The Group manages its interest rate exposure by maintaining a prudent mix of fixed and floating
borrowings. The Group actively reviews its debt portfolio, taking into account the investment
FINANCIAL STATEMENTS
holding period and the nature of its assets. This strategy allows it to capitalise on cheaper funding
in a low interest rate environment and achieve a certain level of protection against rate hikes.
At the end of the financial year, if average interest rates increased/decreased by 1% with all other variable
held constant, the Group’s profit net of tax for the financial year ended 31 December 2018 will be lower/
higher by RM3,468,106 (2017: RM3,257,260) as a result of exposure to floating rate borrowings.
The primary objective of the Group’s and the Company’s capital management is to build and maintain a strong
capital base so as to maintain healthy capital ratios and at the same time be able to leverage on the capital
to provide the funds to fund their expansion and growth.
The Group and the Company manage their capital structure, and make adjustment to it, in the light of changes
in economic conditions. To maintain or adjust the capital structure, the Group and the Company may adjust
dividend payment to shareholders, return capital to shareholders or issue new shares, raise new debts and
reduce existing debts.
The Group and the Company monitor the level of dividends to be paid to shareholders. The Company’s
objectives are to pay out regular dividends to the shareholders based on the level of the Group’s and the
Company’s profitability and cash flows. No changes were made in the objectives, policies and processes
during the financial years ended 31 December 2018 and 31 December 2017.
The capital structure of the Group and of the Company consists of equity attributable to owners of the
Company, comprising share capital, retained earnings and total debts.
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notes to the
financial statements (Cont’d)
Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000
The Group is not subject to any externally imposed capital requirements other than a subsidiary which is
required to maintain a finance service cover ratio of not less than 1.5 times.
(a) On 23 January 2018, the Company had completed the acquisition of 2 ordinary shares in Massive
Connection Sdn. Bhd. (“MCSB”) representing 100% equity interest in MCSB for a cash consideration
of RM2 from Agensi Perkerjaan OCK Ventures Sdn. Bhd. (“OCKV”), a wholly-owned subsidiary of the
Company.
(b) On 5 February 2018, the Company had further subscribed for 3,000,000 ordinary shares of OCK Setia
Engineering Sdn. Bhd. by way of capitalising the amount owing to the Company of RM3,000,000.
(c) On 8 March 2018, the Company’s wholly-owned subsidiary, Milab Marketing Sdn. Bhd. (“Milab”)
had completed the acquisition of 50,000 ordinary shares in Novel Energy Sdn. Bhd. (“Novel Energy”)
representing 100% equity interest in Novel Energy for a cash consideration of RM50,000. Consequently,
Novel Energy became an indirect wholly-owned subsidiary of the Company.
(d) On 8 March 2018, the Company’s wholly-owned subsidiary, Milab had completed the acquisition of
50,000 ordinary shares in Suluk Damai Sdn. Bhd. (“Suluk Damai”) representing 100% equity interest
in Suluk Damai for a cash consideration of RM50,000. Consequently, Suluk Damai became an indirect
wholly-owned subsidiary of the Company.
(e) On 8 March 2018, the Company’s wholly-owned subsidiary, Milab had completed the acquisition of
50,000 ordinary shares in Azminas Sdn. Bhd. (“Azminas”) representing 100% equity interest in Azminas
for a cash consideration of RM50,000. Consequently, Azminas became an indirect wholly-owned
subsidiary of the Company.
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notes to the
financial statements (Cont’d)
(f) On 26 September 2017, the Company’s wholly-owned subsidiary, OCK Setia Engineering Sdn. Bhd.
(“OCKSE”), and Irat Properties Sdn. Bhd. (“IRAT”) had entered into a Joint Venture Agreement to
regularise their respective rights, duties and obligations and mutual covenants as shareholders of Irat
Civil Works Sdn. Bhd. (“ICW”).
ICW was incorporated on 25 April 2017 with paid-up share capital of RM2. The issued and paid-up share
capital shall be increased from RM2 to RM1,000,000 where OCKSE and IRAT shall each subscribe in
cash, through the allotment of 400,000 ordinary shares amounting to RM400,000 to OCKSE and the
allotment of 599,998 ordinary shares amounting to RM599,998 to IRAT. The allotment of shares were
completed on 14 March 2018. The intended activity of ICW was the provision of engineering services.
(g) On 23 May 2018, the Company’s wholly-owned subsidiary, OCK Setia Engineering Sdn. Bhd. (“OCKSE”)
had completed acquisition of 49 ordinary shares in OCK Digital Infra (Sarawak) Sdn. Bhd. (“OCKDIS”)
representing the 49% equity interest in OCKDIS.
On 13 June 2018, OCKSE had further subscribed for 48,951 ordinary shares in the share capital of
OCKDIS. Subsequently, on 19 September 2018, OCKSE disposed 29,000 ordinary shares representing
29% equity interest in OCKDIS for a cash consideration of RM29,000. Consequently, OCKSE owned
FINANCIAL STATEMENTS
20% equity interest in OCKDIS.
(h) On 12 June 2018, the Company’s wholly-owned subsidiary, Milab had acquired entire equity interest in
Epic Solartech Sdn. Bhd. (“Epic Solartech”) for a cash consideration of RM50,000. The principal activity
of Epic Solartech was provision of electrical, mechanical, motor and generation of power including all
forms of renewable energy generation.
(i) On 28 June 2018, the Company had further subscribed for 99,998 ordinary shares of Massive Connection
Sdn. Bhd. by way of capitalising the amount owing to the Company of RM99,998.
(j) On 7 August 2018, the Company’s wholly-owned subsidiary, PMT Asia Sdn. Bhd. had been struck-off
from the Register of Companies Commission of Malaysia.
(k) On 25 October 2018, the Company had further subscribed for 26,000,000 ordinary shares of Milab
Marketing Sdn. Bhd. by way of capitalising the amount owing to the Company of RM26,000,000.
(l) On 6 December 2018, the Company had further subscribed for 249,998 ordinary shares of Agensi
Perkerjaan OCK Ventures Sdn. Bhd. for a cash consideration of RM249,998.
(m) In December 2018, the Company’s indirect wholly-owned subsidiary, Fortress Distribution Sdn. Bhd.
had applied for struck-off with Register of Companies Commission of Malaysia.
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notes to the
financial statements (Cont’d)
(a) On 24 January 2019, the Company’s wholly-owned subsidiary, Milab Marketing Sdn. Bhd. (“Milab”)
had completed the acquisition of 50,000 ordinary shares in Tanda Hebat Sdn. Bhd. (“Tanda Hebat”)
representing 100% equity interest in Tanda Hebat for a cash consideration of RM50,000. Consequently,
Tanda Hebat became an indirect wholly-owned subsidiary of the Company. The intended principal
activity of Tanda Hebat is provision of electrical, mechanical, motor and generation of power including
all forms of renewable energy power generation.
(b) On 24 January 2019, the Company’s wholly-owned subsidiary, Milab Marketing Sdn. Bhd. (“Milab”)
had completed the acquisition of 50,000 ordinary shares in Energenetic Sdn. Bhd. (“Energenetic”)
representing 100% equity interest in Energenetic for a cash consideration of RM50,000. Consequently,
Energenetic became an indirect wholly-owned subsidiary of the Company. The intended principal activity
of Energenetic is provision of electrical, mechanical, motor and generation of power including all forms
of renewable energy power generation.
(c) On 24 January 2019, the Company’s wholly-owned subsidiary, Milab Marketing Sdn. Bhd. (“Milab”)
had completed the acquisition of 50,000 ordinary shares in Powerlator Sdn. Bhd. (“Powerlator”)
representing 100% equity interest in Powerlator for a cash consideration of RM50,000. Consequently,
Powerlator became an indirect wholly-owned subsidiary of the Company. The intended principal activity
of Powerlator is provision of electrical, mechanical, motor and generation of power including all forms
of renewable energy power generation.
(d) On 7 March 2019, the Company’s indirect wholly-owned subsidiary, MIN-OCK Infrastructure Pte. Ltd.
(“MIN-OCK”) had been struck off from the Register of Accounting and Corporate Regulatory Authority
of Singapore (“ACRA”).
(e) On 4 April 2019, the Company’s indirect wholly-owned subsidiary, OCK Telco Infra Pte. Ltd. (“OCKTI”)
had been struck off from the Register of Accounting and Corporate Regulatory Authority of Singapore
(“ACRA”).
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statement
by directors
Pursuant to Section 251(2) of the Companies Act 2016
We, OOI CHIN KHOON and ABDUL HALIM BIN ABDUL HAMID, being two of the directors of OCK GROUP
BERHAD, do hereby state that in the opinion of the directors, the accompanying financial statements set out on
pages 80 to 204 are drawn up in accordance with the Malaysian Financial Reporting Standards, International
Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia so as to give a true and
fair view of the financial position of the Group and of the Company as at 31 December 2018 and of their financial
performance and cash flows for the financial year then ended.
Signed on behalf of the Board of Directors in accordance with a resolution of the directors:
FINANCIAL STATEMENTS
Kuala Lumpur
statutory
declaration
Pursuant to Section 251(1) of the Companies Act 2016
I, OOI CHIN KHOON, being the director primarily responsible for the financial management of OCK GROUP
BERHAD, do solemnly and sincerely declare that to the best of my knowledge and belief, the financial statements
set out on pages 80 to 204 are correct, and I make this solemn declaration conscientiously believing the same to
be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by the abovenamed at Kuala Lumpur in the Federal Territory on 23 April 2019.
Before me,
Commissioner of Oaths
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ock Annual Report 2018
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independent
auditors’ report
to the members of OCK Group Berhad
(Incorporated in Malaysia)
Opinion
We have audited the financial statements of OCK Group Berhad, which comprise the statements of financial
position as at 31 December 2018 of the Group and of the Company, and the statements of comprehensive income,
statements of changes in equity and statements of cash flows of the Group and of the Company for the financial
year then ended, and a summary of significant accounting policies and other explanatory information, as set out
on pages 80 to 204.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the
Group and of the Company as at 31 December 2018 and of their financial performance and their cash flows for the
financial year then ended in accordance with the Malaysian Financial Reporting Standards, International Financial
Reporting Standards, and the requirements of the Companies Act 2016 in Malaysia.
We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards
on Auditing. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for
the Audit of the Financial Statements section of our report. We are independent of the Group and of the Company
in accordance with the By-Laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of
Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’ Code of Ethics for
Professional Accountants (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with
the By-Laws and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the Group and of the Company for the current financial year. These matters were addressed
in the context of our audit of the financial statements of the Group and of the Company as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
Group
The Group has significant balances of goodwill attributable to acquisitions of subsidiaries. There is a risk the future
performance of the assets may not lead to their carrying values being recoverable in full. Significant judgements
arise over the discount rates applied in the recoverable amount calculations and assumptions supporting the
underlying cash flow projections of the respective cash-generating units (“CGU”), including forecast growth rates
and gross profit margin.
Our response:
206
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independent
auditors’ report
to the members of OCK Group Berhad (Cont’d)
(Incorporated in Malaysia)
Group (Cont’d)
Trade receivables and contract assets (Note 4(b) and Note 18 to the financial statements)
The Group has significant trade receivables and contract assets as at 31 December 2018 which include certain
amounts which are long outstanding. We focused on this area because the directors made significant judgements
over assumptions about risk of default and expected loss rate. In making the assumptions, the directors selected
inputs to the impairment calculation, based on the Group’s past history, existing market conditions as well as forward
looking estimates at the end of the reporting period.
Our response:
FINANCIAL STATEMENTS
• checking subsequent receipts, customer correspondence, and considering explanation on recoverability with
significantly past due balances; and
• assessing the reasonableness and calculation of impairment loss as at the end of the reporting period.
Revenue and corresponding costs recognition for construction activities (Notes 4(e) and Note 19 to the
financial statements)
The amount of revenue and corresponding costs of the Group’s construction activities is recognised over the period
of contract by reference to the progress towards complete satisfaction of that performance obligation. The progress
towards complete satisfaction of performance obligation is determined by reference to proportion of construction
costs incurred for works performed to date bear to the estimated total costs for each project (input method). We
focused on this area because significant directors’ judgement is required, in particular with regards to determining
the progress towards satisfaction of a performance obligation, the extent of the construction costs incurred, the
estimated total construction contracts revenue and costs, as well as the recoverability of the construction contracts
projects. The estimated total revenue and costs are affected by a variety of uncertainties that depend of the outcome
of future events.
Our response:
207
ock Annual Report 2018
A Towering Vision
independent
auditors’ report
to the members of OCK Group Berhad (Cont’d)
(Incorporated in Malaysia)
Company
The Company determined whether objective evidence of impairment exists for amounts owing by subsidiaries.
The amounts owing by subsidiaries were compared with the present value of estimated future cash flows, which
involves exercise of significant judgement on the discount rates applied and the assumptions supporting the
underlying cash flow projections which include future sales, gross profit margin and operating expenses.
Our response:
Information Other than the Financial Statements and Auditors’ Report Thereon
The directors of the Company are responsible for the other information. The other information comprises the
information included in the annual report, but does not include the financial statements of the Group and of the
Company and our auditors’ report thereon.
Our opinion on the financial statements of the Group and of the Company does not cover the other information and
we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to
read the other information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements of the Group and of the Company or our knowledge obtained in the audit, or otherwise
appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
The directors of the Company are responsible for the preparation of financial statements of the Group and of the
Company that give a true and fair view in accordance with the Malaysian Financial Reporting Standards, International
Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. The directors are also
responsible for such internal control as the directors determine is necessary to enable the preparation of financial
statements of the Group and of the Company that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements of the Group and of the Company, the directors are responsible for assessing
the Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless the directors either intend to liquidate
the Group or the Company or to cease operations, or have no realistic alternative but to do so.
The directors of the Company are responsible for overseeing the Group’s financial reporting process.
208
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independent
auditors’ report
to the members of OCK Group Berhad (Cont’d)
(Incorporated in Malaysia)
Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the
Company as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with approved standards on auditing in Malaysia and International Standards
on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on
Auditing, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
• identify and assess the risks of material misstatement of the financial statements of the Group and of the
Company, whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
FINANCIAL STATEMENTS
the Group’s and the Company’s internal control.
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the directors.
• conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Group’s or the Company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the
related disclosures in the financial statements of the Group and of the Company or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date
of our auditors’ report. However, future events or conditions may cause the Group or the Company to cease
to continue as a going concern.
• evaluate the overall presentation, structure and content of the financial statements of the Group and of the
Company, including the disclosures, and whether the financial statements of the Group and of the Company
represent the underlying transactions and events in a manner that achieves fair presentation.
• obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the financial statements of the Group. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance in
the audit of the financial statements of the Group and of the Company for the current financial year and are therefore
the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
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ock Annual Report 2018
A Towering Vision
independent
auditors’ report
to the members of OCK Group Berhad (Cont’d)
(Incorporated in Malaysia)
In accordance with the requirements of the Companies Act 2016 in Malaysia, we also report that the subsidiaries
of which we have not acted as auditors, are disclosed in Note 15 to the financial statements.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the
Companies Act 2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person
for the contents of this report.
Kuala Lumpur
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list of
properties
Address:
No. 79 & 80, Hicom Sector B,
Jalan Teluk Gadung 27/93A,
FINANCIAL STATEMENTS
40000 Shah Alam,
Selangor Darul Ehsan
OCK Setia Title: Three (3) storey terrace 99 years 1,765/ 2,500 2,500/ 18.08.2008
Engineering P.T. No. 703 held under Title intermediate shop office/ lease 5,280 January
Sdn. Bhd. No. H.S.(D) 194910 Town of Rented to third parties expiring 2019
Sunway District of Petaling 06.11.2102
State of Selangor
Address:
No. 21, Jalan PJS 8/18,
Dataran Mentari, Bandar
Sunway, 46150 Petaling Jaya,
Selangor Darul Ehsan
OCK Setia Title: Office unit/ Unoccupied Freehold 1,660 2,361 2,300/ 14.09.2016
Engineering Geran 46092, Lot no 70, Seksyen January
Sdn. Bhd. 70, Town and District Kuala 2019
Lumpur, Wilayah Persekutuan
Kuala Lumpur
Address:
No 18-02, Q Sentral, 2A, Jalan
Stesen Sentral 2, Kuala Lumpur
Sentral, 50470 Kuala Lumpur”
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ock Annual Report 2018
A Towering Vision
list of properties
(Cont’d)
Address:
No. 18, Jalan Jurunilai U1/20,
Hicom Glenmarie Industrial Park,
Seksyen U1, 40150 Shah Alam,
Selangor Darul Ehsan
OCK M&E Title: One and a half storey 99 years 8,125/ 2,734 2,900/ 21.09.2011
Sdn. Bhd. P.T. No. 41553 held under (1 1/2 semidetached lease 4,043 September
Title No. H.S.(M) 19182, factory)/ expiring 2014
Mukim Dengkil, District of Rented to third party 4.11.2107
Sepang, State of Selangor
Address:
No. 6, Jalan PTP 1/1 Taman
Perindustrian Tasik Perdana@
Puchong, 47120 Puchong,
Selangor Darul Ehsan
Milab Title: 1 MWP Solar Power Plant 99 years 195,257 1,180 1,243 25.11.2013
Marketing P.T. No. 2422 held under Title No. lease
Sdn. Bhd. H.S.(M) 15/90, Mukim Semarak expiring
Pasir Puteh, State of Kelantan 17.12.2089
Address:
Kawasan Ltn Semarak, Tok Bali
46400, Pasir Puteh, Kelantan
Darul Naim
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analysis of
shareholdings
as at 1 April 2019
ANALYSIS OF SHAREHOLDINGS
No. of No. of
Size of Holdings Shareholders % shares %
Less than 100 88 1.909 3,946 0.000
100 – 1,000 303 6.574 180,752 0.020
1,001 - 10,000 2,297 49.837 13,663,365 1.567
10,001- 100,000 1,619 35.126 52,874,910 6.067
100,001 – 43,573,647 (*) 298 6.465 390,293,814 44.785
5% and above of issued shares capital 4 0.086 414,456,175 47.558
FINANCIAL STATEMENTS
* - Less than 5% of issued shares
Substantial Shareholders
As per the Register of Substantial Shareholders
Shareholdings
Name of Directors Direct % Indirect %
Notes:-
*1 Deemed interested by virtue of his shareholding in Aliran Armada Sdn. Bhd. and his Brothers, Ooi Cheng Wah’s and Ooi Chin Lee’s direct
shareholdings in OCK Group Berhad.
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A Towering Vision
analysis of
shareholdings (Cont’d)
as at 1 April 2019
Shareholdings
Name of Directors Direct % Indirect %
Notes:-
*1 Deemed interested by virtue of his shareholding in Aliran Armada Sdn. Bhd. and his Brothers, Ooi Cheng Wah’s and Ooi Chin Lee’s direct
shareholdings in OCK Group Berhad.
*2 Deemed interested by virtue of his Mother, Hoh Moh Ying’s direct shareholding in OCK Group Berhad.
No. of
No. Name of Shareholders Shares Held %
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analysis of
shareholdings (Cont’d)
as at 1 April 2019
No. of
No. Name of Shareholders Shares Held %
FINANCIAL STATEMENTS
PLEDGED SECURITIES ACCOUNT FOR CHANG TAN CHIN
24. AMANAHRAYA TRUSTEES BERHAD 4,956,700 0.568
AFFIN HWANG PRINCIPLED GROWTH FUND
25. LEE ENG HOCK & CO. SENDIRIAN BERHAD 4,171,300 0.478
26. SONG CHIN YEW 4,020,296 0.461
27. TAN YU YEH 3,750,000 0.430
28. UNIVERSAL TRUSTEE (MALAYSIA) BERHAD 3,600,000 0.413
TA DYNAMIC ABSOLUTE MANDATE
29. TASEC NOMINEES (TEMPATAN) SDN BHD 3,365,600 0.386
EXEMPT AN FOR TA INVESTMENT MANAGEMENT BERHAD
(CLIENTS)
30. CITIGROUP NOMINEES (TEMPATAN) SDN BHD 3,351,000 0.384
KUMPULAN WANG PERSARAAN (DIPERBADANKAN)
(MIDF AM IS EQ)
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analysis of
warrants
as at 1 April 2019
ANALYSIS OF WARRANTHoldings
No. of No. of
Size of Holdings Warrantholders % Warrants %
Substantial Warrantholdings
As per the Register of Substantial Warrantholders
Warrantholdings
Name Direct % Indirect %
Warrantholdings
Name Direct % Indirect %
Notes:-
*1 Deemed interested by virtue of his shareholding in Aliran Armada Sdn. Bhd. and his Brother, Ooi Chin Lee’s direct warrantholdings in OCK
Group Berhad.
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analysis of
warrants (Cont’d)
as at 1 April 2019
FINANCIAL STATEMENTS
TIONG CHIN TUNG
10. CITIGROUP NOMINEES (TEMPATAN) SDN BHD 2,544,000 0.963
GREAT EASTERN LIFE ASSURANCE (MALAYSIA) BERHAD (LBF)
11. CITIGROUP NOMINEES (TEMPATAN) SDN BHD 2,500,000 0.946
GREAT EASTERN LIFE ASSURANCE (MALAYSIA) BERHAD (LEEF)
12. SAW LEE LENG 2,400,000 0.908
13. TAN CHEOW HENG 2,300,000 0.870
14. AFFIN HWANG NOMINEES (TEMPATAN) SDN. BHD. 2,200,000 0.833
PLEDGED SECURITIES ACCOUNT FOR OON GUEK KUANG (M03)
15. OLIVE LIM SWEE LIAN 2,100,000 0.795
16. CHEW PIAK TAT 2,058,500 0.779
17. CHIN KEH KONG 2,000,000 0.757
18. ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD 1,810,000 0.685
PLEDGED SECURITIES ACCOUNT FOR TAN REN WOEI
19. LIEW WING ON 1,800,000 0.681
20. CIMSEC NOMINEES (TEMPATAN) SDN BHD 1,775,000 0.672
CIMB BANK FOR ALIRAN ARMADA SDN BHD (PBCL-0G0265)
21. GAN MIN SHIUH 1,740,000 0.658
22. MAYBANK SECURITIES NOMINEES (TEMPATAN) SDN BHD 1,700,000 0.643
PLEDGED SECURITIES ACCOUNT FOR SAW LEE LENG
23. CIMSEC NOMINEES (TEMPATAN) SDN BHD 1,579,000 0.597
PLEDGED SECURITIES ACCOUNT FOR TAN MENG BOON
(SEGAMAT-CL)
24. ALIRAN ARMADA SDN BHD 1,560,000 0.590
25. NG SWEE LING 1,545,300 0.585
26. HOH MOH YING 1,530,000 0.579
27. KENANGA NOMINEES (TEMPATAN) SDN BHD 1,515,000 0.573
PLEDGED SECURITIES ACCOUNT FOR NG KENG SAN
28. YAU WEN CHIN 1,514,100 0.573
29. OOI CHIN LEE 1,512,000 0.572
30. MAYBANK NOMINEES (TEMPATAN) SDN BHD 1,500,000 0.568
PLEDGED SECURITIES ACCOUNT FOR LIEW WAI MING
217
ock Annual Report 2018
A Towering Vision
NOTICE IS HEREBY GIVEN that the Eighth Annual General Meeting of OCK GROUP BERHAD (Company No.:
955915-M) will be held at Topas Room, The Saujana Hotel Kuala Lumpur, Jalan Lapangan Terbang, 40150 Shah
Alam, Selangor Darul Ehsan on Wednesday, 29 May 2019 at 10.00 a.m. for the following purposes:-
ORDINARY BUSINESS:-
1. To receive the Audited Financial Statements for the year ended 31 December Please refer to Note 1
2018 together with the Reports of the Directors and Auditors thereon.
2. To approve the payment of Directors’ fees and benefits amounting to RM188,000 Resolution 1
for the financial year ended 31 December 2018.
3. To approve the payment of Directors’ fees and benefits of up to RM300,000 for Resolution 2
the period from 1 January 2019 until the conclusion of the next Annual General
Meeting.
5. To re-appoint Messrs. Baker Tilly Monteiro Heng PLT as the Auditors of the Resolution 6
Company for the ensuing year and to authorise the Directors to fix their
remuneration.
SPECIAL BUSINESS:-
To consider and, if thought fit, pass with or without modifications, the following Ordinary Resolution:-
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“THAT the Company and its subsidiaries shall be mandated to enter into
the category of recurrent related party transactions of a revenue or trading
nature which are necessary for the day to day operations as set out in the
Circular to Shareholders dated 30 April 2019 subject to the following:
(a) the transactions are in the ordinary course of business and are on
normal commercial terms which are not more favourable to the
related parties than those generally available to the public and not
to the detriment of the minority shareholders; and
FINANCIAL STATEMENTS
(ii) the names of the related parties involved in each recurrent
party transaction entered into and their relationship with the
Company;
(b) the expiration of the period within which the next AGM is required
to be held pursuant to Section 340(2) of the Companies Act, 2016
(but shall not extend to such extension as may be allowed pursuant
to Section 340(4) of the Companies Act, 2016); or
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ock Annual Report 2018
A Towering Vision
AND THAT the Directors of the Company be authorised to do all acts and
things and take all such steps that may be necessary and/or expedient to
give effect to the Proposed Adoption of New Constitution with full power
to assent to any modification, variation and/or amendment as may be
required by the relevant authorities.”
9. o transact any other business for which due notice shall have been given in
T
accordance with the Company’s Constitution and the Companies Act, 2016.
Kuala Lumpur
Date: 30 April 2019
Notes:-
1. This Agenda item is meant for discussion only as the provision of Section 248(2) of the Companies Act, 2016
does not require a formal approval of the shareholders and hence, is not put forward for voting.
2. A member of the Company shall not be entitled to appoint more than two (2) proxies to attend, participate,
speak and vote at the same meeting and where the member appoints two (2) proxies to attend, participate,
speak and vote at the same meeting, such appointment shall be invalid unless the member specifies the
proportion of his/her holdings to be represented by each proxy.
3. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed
or executed must be deposited at the Company’s Registered Office at Level 2, Tower 1, Avenue 5, Bangsar
South City, 59200 Kuala Lumpur not less than 48 hours before the time appointed for holding the meeting or
any adjournment thereof.
5. Where a member of the Company is an exempt authorized nominee which holds ordinary shares in the
Company for multiple beneficial owners in one securities account (“omnibus account”) as defined under
the Securities Industry (Central Depositories) Act, 1991, there is no limit to the number of proxies which the
exempt authorized nominee may appoint in respect of each omnibus account it holds.
6. In respect of deposited securities, only members whose names appear on the Record of Depositors on 23
May 2019 (General Meeting Record of Depositors) shall be eligible to attend the meeting or appoint proxy(ies)
to attend and/or vote on his/her behalf.
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Notes:- (Cont’d)
The proposed Ordinary Resolution is intended to renew the authority granted to the Directors of the Company
at the Seventh Annual General Meeting of the Company held on 24 May 2018 to issue and allot shares at
any time to such persons in their absolute discretion without convening a general meeting provided that the
aggregate number of the shares issued does not exceed 10% of the issued and paid-up share capital of the
Company for the time being. This authority will, unless revoked or varied by the Company in general meeting,
expire at the conclusion of the next Annual General Meeting.
The Company did not issue any shares pursuant to Section 76 of the Companies Act, 2016 under the general
authority which was approved at the Seventh Annual General Meeting held on 24 May 2018 and which will
lapse at the conclusion of the Eighth Annual General Meeting to be held on 29 May 2019.
A renewal of this authority is being sought at the Seventh Annual General Meeting to provide flexibility to the
Company to undertake future possible fund raising activities, including but not limited to further placement
of shares for purpose of funding future investments, working capital and/or acquisitions without having to
FINANCIAL STATEMENTS
convene another general meeting.
8. Resolution 8 – Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transaction
of a Revenue or Trading Nature
The proposed Ordinary Resolution is intended to enable the Company and its subsidiaries to enter into
recurrent related party transactions of a revenue or trading nature which are necessary for the Company’s
day-to-day operations to facilitate transactions in the normal course of business of the Company with the
specified classes of related parties, provided that they are carried out on an arms’ length basis and on normal
commercial terms and are not prejudicial to the shareholders on terms not more favourable to the related
parties than those generally available to the public and are not to the detriment of the minority shareholders
of the Company.
Please refer to the Circular to Shareholders dated 30 April 2019 for further information.
The proposed Special Resolution, if passed, will align the Constitution of the Company with the Act, which
came into force on 31 January 2017, the updated provisions of the Main Market Listing Requirements (“MMLR”)
of Bursa Malaysia Securities Berhad and the prevailing statutory and regulatory requirements as well as to
provide clarity and consistency with the amendments that arise from the Act and MMLR. The proposed new
Constitution is set out in the Part B of the Circular to Shareholders dated 30 April 2019, which was circulated
together with the Annual Report.
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OCK GROUP BERHAD
(Company No. 955915-M)
(Incorporated in Malaysia)
FORM OF PROXY
*I/We,...........................................................................................................................................................................
(FULL NAME IN BLOCK LETTERS)
of ................................................................................................................................................................................
(ADDRESS)
of ................................................................................................................................................................................
(ADDRESS)
....................................................................................................................................................................................
(ADDRESS)
or failing him/her, the Chairman of the Meeting as *my/our proxy(ies) to vote for *me/us on *my/our behalf at the
Eighth Annual General Meeting of the Company to be held at Topas Room, The Saujana Hotel Kuala Lumpur, Jalan
Lapangan Terbang, 40150 Shah Alam, Selangor Darul Ehsan on Wednesday, 29 May 2019 at 10.00 a.m. or at any
adjournment thereof and to vote as indicated below:
(*Strike out whichever is not desired)
(Should you desire to direct your Proxy as to how to vote on the Resolution set out in the Notice of Meeting, please indicate an “X” in the appropriate
space. Unless otherwise instructed, the proxy may vote or abstain from voting at his discretion.)
3. Where a member of the Company is an exempt authorized nominee which holds ordinary shares in the Company for multiple beneficial
owners in one securities account (“omnibus account”) as defined under the Securities Industry (Central Depositories) Act, 1991, there is no
limit to the number of proxies which the exempt authorized nominee may appoint in respect of each omnibus account it holds.
4. In respect of deposited securities, only members whose names appear on the Record of Depositors on 23 May 2019 (General Meeting
Record of Depositors) shall be eligible to attend the meeting or appoint proxy(ies) to attend and/or vote on his/her behalf.
5. A member of the Company shall not be entitled to appoint more than two (2) proxies to attend, participate, speak and vote at the same
meeting and where the member appoints two (2) proxies to attend, participate, speak and vote at the same meeting, such appointment shall
be invalid unless the member specifies the proportion of his/her holdings to be represented by each proxy.
AFFIX
STAMP
A TOWERING
VISION
OCK Group Berhad (955915-M)
No. 18, Jalan Jurunilai U1/20, Seksyen U1,
Hicom Glenmarie Industrial Park,
40150 Shah Alam, Selangor, Malaysia
Tel: +(603) 5565-9688
Fax : +(603) 5565-9699
Email: enquiry@myock.com www.ock.com.my